PROSPECTUS SUPPLEMENT
(To Prospectus dated June 22, 2007)

$1,820,008,000 (Approximate)
Morgan Stanley Capital I Trust 2007-IQ15

as Issuing Entity

Morgan Stanley Capital I Inc.

as Depositor

Prudential Mortgage Capital Funding, LLC
Principal Commercial Funding II, LLC
Royal Bank of Canada
Morgan Stanley Mortgage Capital Holdings LLC

as Sponsors and Mortgage Loan Sellers

National City Bank

as Mortgage Loan Seller

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-IQ15

Morgan Stanley Capital I Inc. is offering selected classes of its Series 2007-IQ15 Commercial Mortgage Pass-Through Certificates, which represent beneficial ownership interests in the Series 2007-IQ15 trust. The trust’s primary assets will be 134 fixed-rate mortgage loans secured by first mortgage liens on 185 multifamily and commercial properties. Distributions on the certificates will be made on the fourth business day following the determination date in each month, commencing September 13, 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-IQ15 Certificates represent interests in and obligations of the issuing entity only and are not interests in or obligations of the depositor, the sponsors or any of their respective affiliates, and neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or private insurer. The depositor will not list the offered certificates on any securities exchange or any automated quotation system of any national securities association.

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

Investing in the certificates offered to you involves risks. See ‘‘Risk Factors’’ beginning on page S-39 of this prospectus supplement and page 12 of the base prospectus.

Characteristics of the certificates offered to you include:

Class			Approximate Initial Certificate Balance(1)						Approximate Initial Pass-Through Rate			Pass-Through Rate Description(2)			Ratings (Fitch/S&P)
Class A-1				$	61,700,000				5.519%			Fixed Rate			AAA/AAA
Class A-1A				$	278,738,000				6.078%			WAC			AAA/AAA
Class A-2				$	227,400,000				6.038%			WAC – 0.040%			AAA/AAA
Class A-3				$	72,800,000				6.078%			WAC			AAA/AAA
Class A-4				$	796,885,000				6.078%			WAC			AAA/AAA
Class A-M				$	205,361,000				6.078%			WAC			AAA/AAA
Class A-J				$	177,124,000				6.078%			WAC			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 date within such maximum permitted variance. Any reduction or increase in the number of mortgage loans within these parameters will result in consequential changes to the initial certificate balance of each class of offered certificates and to the other statistical data contained in this prospectus supplement.

(2) The Class A-1 Certificates will, at all times, accrue interest at a per annum rate equal to a fixed rate. The Class A-1A, Class A-3, Class A-4, Class A-M and Class A-J Certificates will, at all times, accrue interest at a per annum rate equal to the weighted average net mortgage rate. The Class A-2 Certificates will, at all times, accrue interest at a per annum rate equal to the weighted average net mortgage rate less a specified percentage.

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

Morgan Stanley & Co. Incorporated will act as sole lead manager and sole bookrunner with respect to the offered certificates. Bear, Stearns & Co. Inc., Greenwich Capital Markets, Inc. and RBC Capital Markets Corporation will act as co-managers with respect to the offered certificates. Morgan Stanley & Co. Incorporated, Bear, Stearns & Co. Inc., Greenwich Capital Markets, Inc. and RBC Capital Markets Corporation, the underwriters, will purchase the certificates offered to you from Morgan Stanley Capital I Inc. and will offer them to the public at negotiated prices determined at the time of sale. The underwriters expect to deliver the certificates to purchasers on or about August 23, 2007. Morgan Stanley Capital I Inc. expects to receive from this offering approximately $1,806,588,750, plus accrued interest from the cut-off date, before deducting expenses payable by Morgan Stanley Capital I Inc.

MORGAN STANLEY

BEAR, STEARNS & CO. INC.			RBS GREENWICH CAPITAL			RBC CAPITAL MARKETS

August 9, 2007

                        IMPORTANT NOTICE ABOUT INFORMATION
                     PRESENTED IN THIS PROSPECTUS SUPPLEMENT

      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.

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

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

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

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

                              SELLING RESTRICTIONS

EUROPEAN ECONOMIC AREA

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

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

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

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

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


                                       S-3



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

UNITED KINGDOM

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

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

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

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

                    NOTICE TO RESIDENTS OF THE UNITED KINGDOM

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

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

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


                                       S-4



                                TABLE OF CONTENTS

EXECUTIVE SUMMARY............................................................S-7
SUMMARY OF PROSPECTUS SUPPLEMENT.............................................S-9
RISK FACTORS................................................................S-39
TRANSACTION PARTIES.........................................................S-95
      The Sponsors, Mortgage Loan Sellers and Originators...................S-95
         Prudential Mortgage Capital Funding, LLC...........................S-95
         Principal Commercial Funding II, LLC...............................S-97
         Royal Bank of Canada...............................................S-99
         Morgan Stanley Mortgage Capital Holdings LLC......................S-101
         National City Bank................................................S-103
      The Depositor........................................................S-103
      The Issuing Entity...................................................S-104
      The Trustee and Custodian............................................S-105
         Duties of the Trustee.............................................S-106
         Matters Regarding the Trustee.....................................S-107
         Resignation and Removal of the Trustee............................S-107
         Trustee Compensation..............................................S-108
      The Paying Agent, Certificate Registrar and Authenticating Agent.....S-108
      The Master Servicers.................................................S-110
         Capmark Finance Inc...............................................S-111
         Prudential Asset Resources, Inc...................................S-112
      The Primary Servicers................................................S-112
         Principal Global Investors, LLC...................................S-112
         Capstone Realty Advisors, LLC.....................................S-113
         Midland Loan Services, Inc........................................S-115
      The Special Servicers................................................S-115
         Centerline Servicing Inc..........................................S-115
         Prudential Asset Resources, Inc...................................S-117
DESCRIPTION OF THE OFFERED CERTIFICATES....................................S-118
      General..............................................................S-118
      Certificate Balances.................................................S-119
      Pass-Through Rates...................................................S-120
      Distributions........................................................S-120
         General...........................................................S-120
         The Available Distribution Amount.................................S-121
         Application of the Available Distribution Amount..................S-125
         Distributions of Prepayment Premiums and Yield Maintenance
          Charges..........................................................S-127
         Treatment of REO Properties.......................................S-128
         Appraisal Reductions..............................................S-128
         Subordination; Allocation of Losses and Certain Expenses..........S-129
         Prepayment Interest Shortfalls and Prepayment Interest Excesses...S-130
      Optional Termination.................................................S-131
      Advances.............................................................S-131
         P&I Advances......................................................S-131
         Servicing Advances................................................S-132
         Reimbursement of Advances.........................................S-133
         Nonrecoverable Advances...........................................S-134
      Reports to Certificateholders; Available Information.................S-135
         Paying Agent Reports..............................................S-135
         Other Information.................................................S-138
         Book-Entry Certificates...........................................S-139
      Example of Distributions.............................................S-139
      Expected Final Distribution Date; Rated Final Distribution Date......S-140
      Amendments to the Pooling and Servicing Agreement....................S-140
      Evidence as to Compliance............................................S-142
YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS..............................S-143
      General..............................................................S-143
      Pass-Through Rates...................................................S-143
      Rate and Timing of Principal Payments................................S-143
      Unpaid Distributable Certificate Interest............................S-145
      Losses and Shortfalls................................................S-145
      Relevant Factors.....................................................S-146
      Weighted Average Life................................................S-146
DESCRIPTION OF THE MORTGAGE POOL...........................................S-150
      General..............................................................S-150
      Material Terms and Characteristics of the Mortgage Loans.............S-151
         Mortgage Rates; Calculations of Interest..........................S-151
         Property Types....................................................S-151
         Property Location.................................................S-152
         Due Dates.........................................................S-152
         Amortization......................................................S-152
         Prepayment Restrictions...........................................S-153
         Non-Recourse Obligations..........................................S-157
         "Due-on-Sale" and "Due-on-Encumbrance" Provisions.................S-158
         Subordinate and Other Financing...................................S-158
         Loan Purpose......................................................S-160
         Additional Collateral.............................................S-160
         The ARD Loans.....................................................S-160
         Cash Management Agreements/Lockboxes..............................S-160
      The Non-Trust Serviced Pari Passu Loan...............................S-161
      The Serviced Companion Loans.........................................S-162


                                       S-5



      Assessments of Property Value and Condition..........................S-166
         Appraisals........................................................S-166
         Environmental Assessments.........................................S-166
         Property Condition Assessments....................................S-166
         Seismic Review Process............................................S-167
         Zoning and Building Code Compliance...............................S-167
      Additional Mortgage Loan Information.................................S-167
      Standard Hazard Insurance............................................S-169
      Sale of the Mortgage Loans...........................................S-170
      Representations and Warranties.......................................S-170
      Repurchases and Other Remedies.......................................S-172
      Changes In Mortgage Pool Characteristics.............................S-174
SERVICING OF THE MORTGAGE LOANS............................................S-174
      General..............................................................S-174
         Master Servicer Compensation......................................S-176
      Events of Default....................................................S-177
         Special Servicer Compensation.....................................S-178
         Termination of Special Servicer...................................S-179
      The Operating Adviser................................................S-179
      Mortgage Loan Modifications..........................................S-181
      Sale of Defaulted Mortgage Loans.....................................S-182
      Foreclosures.........................................................S-182
      Servicing of the Non-Trust Serviced Loan Group.......................S-183
MATERIAL FEDERAL INCOME TAX CONSEQUENCES...................................S-184
      General..............................................................S-184
      Original Issue Discount and Premium..................................S-186
      Additional Considerations............................................S-187
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS................................S-187
      Connecticut..........................................................S-187
      Texas 188
      District of Columbia.................................................S-188
CERTAIN ERISA CONSIDERATIONS...............................................S-189
      Plan Assets..........................................................S-189
      Special Exemption Applicable to the Offered Certificates.............S-189
      Insurance Company General Accounts...................................S-191
      General Investment Considerations....................................S-191
LEGAL INVESTMENT...........................................................S-191
USE OF PROCEEDS............................................................S-192
PLAN OF DISTRIBUTION.......................................................S-192
LEGAL MATTERS..............................................................S-193
RATINGS....................................................................S-193
GLOSSARY OF TERMS..........................................................S-194
APPENDIX I - MORTGAGE POOL INFORMATION TOTAL POOL, LOAN GROUP 1
 AND LOAN GROUP 2............................................................I-1
APPENDIX II - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS.................II-1
APPENDIX III - CERTAIN CHARACTERISTICS OF LOAN GROUP 2.....................III-1
APPENDIX IV - SIGNIFICANT LOAN SUMMARIES....................................IV-1
APPENDIX V - FORM OF STATEMENT TO CERTIFICATEHOLDERS.........................V-1


                                       S-6



                                EXECUTIVE SUMMARY

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

                              CERTIFICATE STRUCTURE



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

  30.000%         Class A-1       $61,700,000         5.519%           AAA/AAA         3.00%         3.39      1-58
  30.000%        Class A-1A      $278,738,000         6.078%           AAA/AAA        13.57%         8.58      1-119
  30.000%         Class A-2      $227,400,000         6.038%           AAA/AAA        11.07%         4.82      58-60
  30.000%         Class A-3       $72,800,000         6.078%           AAA/AAA         3.54%         7.04     60-107
  30.000%         Class A-4      $796,885,000         6.078%           AAA/AAA        38.80%         9.70     107-119
  20.000%         Class A-M      $205,361,000         6.078%           AAA/AAA        10.00%         9.88     119-119
  11.375%         Class A-J      $177,124,000         6.078%           AAA/AAA         8.63%         9.88     119-119
   9.750%          Class B        $33,371,000         6.078%            AA/AA          1.62%         9.91     119-120
   9.000%          Class C        $15,402,000         6.078%           AA-/AA-         0.75%         9.97     120-120
   7.625%          Class D        $28,237,000         6.078%             A/A           1.37%         9.97     120-120
   6.875%          Class E        $15,402,000         6.078%            A-/A-          0.75%         9.97     120-120
   5.375%          Class F        $30,804,000         6.078%          BBB+/BBB+        1.50%        10.04     120-131
   4.250%          Class G        $23,103,000         6.078%           BBB/BBB         1.12%        11.75     131-143
   3.250%          Class H        $20,536,000         6.078%          BBB-/BBB-        1.00%        11.88     143-143
     ----         Class J-P       $66,742,662         6.078%             ----          ----          ----       ----
     ----          Class X     $2,053,605,662         0.021%           AAA/AAA         ----          ----       ----


                         [LEGEND OMITTED]

 [     ] Offered Certificates.

 [     ] Certificates not offered pursuant to this prospectus supplement.


      o     The notional amount of the Class X Certificates initially will be
            $2,053,605,662.

      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 and Class A-4 Certificates represent the approximate credit
            support for those Certificates in the aggregate.

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

      o     The Class X Certificates and the Class B, Class C, Class D, Class E,
            Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
            N, Class O and Class P Certificates are not offered pursuant to this
            prospectus supplement.

      o     The Class A-1 Certificates will, at all times, accrue interest at a
            per annum rate equal to a fixed rate. The Class A-1A, Class A-3,
            Class A-4, Class A-M and Class A-J Certificates will, at all times,
            accrue interest at a per annum rate equal to the weighted average
            net mortgage rate. The Class A-2 Certificates will, at all times,
            accrue interest at a per annum rate equal to the weighted average
            net mortgage rate less a specified percentage.


                                      S-7


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

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

      o     Loan group 1 will consist of 113 mortgage loans, representing
            approximately 86.4% of the initial outstanding pool balance. Loan
            group 1 will consist of all mortgage loans secured by property types
            other than multifamily properties and manufactured housing
            communities. Loan group 2 will consist of 21 mortgage loans secured
            by multifamily properties and manufactured housing communities,
            representing approximately 13.6% of the initial outstanding pool
            balance, and approximately 100% of the principal balance of all the
            mortgage loans secured by multifamily properties and manufactured
            housing communities.

      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-4 and Class X
            Certificates, interest distributions on the Class A-1, Class A-2,
            Class A-3 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-4 and 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 and Class A-4
            Certificates will only be entitled to receive distributions of
            principal collected or advanced in respect of mortgage loans in loan
            group 2 after the certificate principal balance of the Class A-1A
            Certificates has been reduced to zero and the Class A-1A
            Certificates will only be entitled to receive distributions of
            principal collected or advanced in respect of mortgage loans in loan
            group 1 after the 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 mortgage loans will be distributed to the Class A-1, Class
            A-1A, Class A-2, Class A-3 and Class A-4 Certificates, pro rata.

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

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

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


                                      S-8



                        SUMMARY OF 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 OFFERING
OF THE OFFERED CERTIFICATES, YOU SHOULD READ THIS ENTIRE DOCUMENT AND THE
ACCOMPANYING PROSPECTUS CAREFULLY.

                                WHAT YOU WILL OWN



GENERAL...................................  Your certificates (along with the privately offered certificates)
                                            will represent beneficial interests in a trust created by Morgan
                                            Stanley Capital I Inc. on the closing date. All payments to you will
                                            come only from the amounts received in connection with the assets of
                                            the trust. The trust's assets will primarily consist of 134 fixed
                                            rate mortgage loans secured by first mortgage liens on 185 commercial
                                            and multifamily properties.

TITLE OF CERTIFICATES.....................  Commercial Mortgage Pass-Through Certificates, Series 2007-IQ15.

MORTGAGE POOL.............................  The mortgage pool consists of 134 mortgage loans with an aggregate
                                            principal balance of all mortgage loans as of the cut-off date of
                                            approximately $2,053,605,662, which may vary by up to 5%. Each
                                            mortgage loan requires scheduled payments of principal and/or
                                            interest to be made monthly. For purposes of those mortgage loans
                                            that have a due date on a date other than the first of the month, we
                                            have assumed that those mortgage loans are due on the first of the
                                            month for purposes of determining their cut-off dates and cut-off
                                            date balances.

                                            With respect to Mortgage Loan No. 103, The Tower, the related
                                            mortgaged property also secures, on a pari passu basis, another note
                                            that is not included in the trust. See "Description of the Mortgage
                                            Pool--Non-Trust Serviced Pari Passu Loan."  With respect to each of
                                            Mortgage Loan No. 2, Hilton Washington DC, and Mortgage Loan No. 76,
                                            Hampton Inn - Brunswick, GA, the related mortgaged property also
                                            secures, on a subordinated basis, other notes that are not included
                                            in the trust. See "Description of the Mortgage Pool--Serviced
                                            Companion Loans."

                                            As of the cut-off date, the balances of the mortgage loans in the
                                            mortgage pool range from approximately $999,186 to approximately
                                            $250,000,000 and the mortgage loans are assumed to have an
                                            approximate average balance of $15,325,415.

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

                                            Loan group 1 will consist of 113 mortgage loans (which are secured by
                                            property types other than multifamily properties and manufactured
                                            housing communities) with an initial outstanding loan group 1 balance
                                            of $1,774,867,574, which may vary up to 5%. Loan group 1 represents
                                            approximately 86.4% of the initial outstanding pool balance.

                                            Loan group 2 will consist of 20 mortgage loans that are secured by
                                            multifamily properties and one mortgage loan that is secured by a
                                            manufactured housing community property. Loan Group 2 has an



                                      S-9




                                            initial outstanding loan group 2 balance of $278,738,088, which may
                                            vary up to 5%. Loan group 2 represents approximately 13.6% of the
                                            initial outstanding pool balance.

                                            As of the cut-off date, the balances of the mortgage loans in loan
                                            group 1 range from approximately $999,186 to approximately
                                            $250,000,000 and the mortgage loans in loan group 1 are assumed to
                                            have an approximate average balance of $15,706,793. As of the
                                            cut-off date, the balances of the mortgage loans in loan group 2 range
                                            from approximately $1,700,000 to approximately $65,000,000 and the
                                            mortgage loans in loan group 2 are assumed to have an approximate
                                            average balance of $13,273,242.

                                            RELEVANT PARTIES AND DATES

ISSUING ENTITY............................  Morgan Stanley Capital I Trust 2007-IQ15, a New York common law
                                            trust, will issue the certificates. The trust will be formed
                                            pursuant to the pooling and servicing agreement between the
                                            depositor, the master servicers, the special servicers, 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 SERVICERS..........................  Capmark Finance Inc., formerly known as GMAC Commercial Mortgage
                                            Corporation, a California corporation, will act as master servicer
                                            with respect to the mortgage loans sold to the trust, other than  the
                                            mortgage loans sold to the trust by Prudential Mortgage Capital
                                            Funding, LLC. Prudential Asset Resources, Inc. will act as master
                                            servicer with respect to the mortgage loans sold to the trust by
                                            Prudential Mortgage Capital Funding, LLC, other than The Tower
                                            mortgage loan. Prudential Asset Resources, Inc. will not service The
                                            Tower mortgage loan under the pooling and servicing agreement but
                                            will service The Tower mortgage loan and the related non-pooled pari
                                            passu note as a master servicer of the Bear Stearns Commercial
                                            Mortgage Securities Trust 2006-PWR14, into which such non-pooled pari
                                            passu note has been deposited. Each master servicer will also
                                            service the related subordinate notes (if any), which are not
                                            included in the trust, but which are serviced under the pooling and
                                            servicing agreement. See "Servicing of the Mortgage Loans--General"
                                            and "Transaction Parties--Master Servicers" in this prospectus
                                            supplement. The master servicers will be primarily responsible for
                                            servicing and administering, directly or through sub-servicers,
                                            mortgage loans (a) as to which there is no default or reasonably
                                            foreseeable default that would give rise to a transfer of servicing
                                            to the special servicers and (b) as to which any such default or
                                            reasonably foreseeable default has been corrected, including as part
                                            of a work out. In addition, the master servicers will be primarily
                                            responsible for making principal and interest advances and servicing
                                            advances under the pooling and servicing agreement.



                                      S-10





                                            The master servicing fee in any month is an amount equal to the
                                            product of the portion of the per annum master servicing fee rate
                                            applicable to that month, determined in the same manner as the
                                            applicable mortgage rate is determined for each mortgage loan for
                                            that month, and the scheduled principal balance of each mortgage
                                            loan. The master servicing fee rate (including any sub-servicing or
                                            primary servicing fees) for Capmark Finance Inc. will range, on a
                                            loan-by-loan basis, from 0.02% per annum to 0.07% per annum, which
                                            amount is inclusive of the excess servicing fee (if applicable). The
                                            master servicing fee rate (including any sub-servicing or primary
                                            servicing fee) for Prudential Asset Resources, Inc. will range, on a
                                            loan-by-loan basis, from 0.02% per annum to 0.07% per annum, which
                                            amount is inclusive of the excess servicing fee. In addition, the
                                            master servicers will be entitled to retain certain borrower-paid
                                            fees and certain income from investment of certain accounts
                                            maintained as part of the trust fund, as additional servicing
                                            compensation.

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

PRIMARY SERVICERS.........................  Principal Global Investors, LLC will act as primary servicer with
                                            respect to those mortgage loans sold to the trust by Principal
                                            Commercial Funding II, LLC. Capstone Realty Advisors, LLC will act
                                            as primary servicer with respect to those mortgage loans sold to the
                                            trust by National City Bank. Each master servicer will pay the fees
                                            of its related primary servicer or servicers. Midland Loan Services,
                                            Inc. will act as primary servicer with respect to the U-Haul
                                            Portfolio 1 mortgage loans, the U-Haul Portfolio 2 mortgage loan and
                                            the U-Haul Portfolio 3 mortgage loans.

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

SPECIAL SERVICERS.........................  Centerline Servicing Inc., a Delaware corporation and an affiliate of
                                            the initial operating adviser, will act as special servicer with
                                            respect to all of the mortgage loans in the trust (other than The
                                            Tower mortgage loan and the Hilton Washington DC mortgage loan) and
                                            the related subordinate notes (which are not included in the trust,
                                            but which are serviced under the pooling and servicing agreement).
                                            Centerline Servicing Inc. will not special service The Tower mortgage
                                            loan under the pooling and servicing agreement but will special
                                            service The Tower mortgage loan and the related non-pooled pari passu
                                            note as the special servicer of the Bear Stearns Commercial Mortgage
                                            Securities Trust 2006-PWR14, into which such non-pooled pari passu
                                            note has been deposited. Prudential Asset Resources, Inc. will act
                                            as special servicer of the Hilton Washington DC mortgage loan and the
                                            related subordinate notes. Generally, the special servicers 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 servicers' principal compensation for their
                                            special servicing activities will be the special servicing fee, the
                                            workout fee and the liquidation fee. See "Servicing of the Mortgage
                                            Loans--General" and "Transaction Parties--The Special Servicers" in
                                            this prospectus supplement.



                                      S-11





                                            The special servicing fee is an amount equal to, in any month, the
                                            product of the portion of a rate equal to 0.25% per annum applicable
                                            to that month, determined in the same manner as the applicable
                                            mortgage rate is determined for each specially serviced mortgage loan
                                            (or the related serviced whole loan, as applicable) for that month,
                                            and the scheduled principal balance of each specially serviced
                                            mortgage loan (or the related serviced whole loan, as applicable).

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

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

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

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

TRUSTEE...................................  Wells Fargo Bank, N.A., a national banking association, will act as
                                            trustee and custodian of the trust on behalf of the Series 2007-IQ15
                                            certificateholders. See "Transaction Parties--The Trustee and
                                            Custodian" in this prospectus supplement. In addition, the trustee
                                            will be primarily responsible for back-up advancing if any of the
                                            master servicers fails to perform its advancing obligations.
                                            Following the transfer of the underlying mortgage loans into the
                                            trust, the trustee, on behalf of the trust, will become the holder of
                                            each mortgage loan transferred to the trust.

                                            The trustee fee is an amount equal to, in any month, the product of
                                            the portion of a rate equal to 0.00095% per annum applicable to that
                                            month, determined in the same manner as the applicable mortgage rate
                                            is determined for each mortgage loan for that month, and the
                                            scheduled principal balance of each mortgage loan.

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



                                      S-12





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

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

OPERATING ADVISER.........................  The holders of certificates representing more than 50% of the
                                            aggregate certificate balance of the most subordinate class of
                                            certificates outstanding at any time of determination, or, if the
                                            certificate balance of that class of certificates is less than 25% of
                                            the initial certificate balance of that class, the next most
                                            subordinate class of certificates, may appoint a representative to
                                            act as operating adviser for the purposes described in this
                                            prospectus supplement. The initial operating adviser will be
                                            Centerline REIT Inc., an affiliate of one of the special servicers.

                                            With respect to a mortgage loan that has a subordinate note related
                                            thereto, the holders of the related subordinate note might initially
                                            be entitled to exercise certain rights of the operating adviser. See
                                            "Description of the Mortgage Pool--Serviced Companion Loans" in this
                                            prospectus supplement.

                                            With respect to The Tower mortgage loan, the operating adviser will
                                            have only the limited consultation rights set forth in the related
                                            co-lender agreement and the 2006-PWR14 pooling and servicing
                                            agreement, as more fully discussed in this prospectus supplement.

SPONSORS..................................  Prudential Mortgage Capital Funding, LLC, a Delaware limited
                                            liability company, Principal Commercial Funding II, LLC, a Delaware
                                            limited liability company, Royal Bank of Canada, a Canadian bank, and
                                            Morgan Stanley Mortgage Capital Holdings LLC (successor-in-interest
                                            by merger to Morgan Stanley Mortgage Capital, Inc.), a New York
                                            limited liability company, are sponsors of this transaction. As
                                            sponsors, Prudential Mortgage Capital Funding, LLC, Principal
                                            Commercial Funding II, LLC, Royal Bank of Canada and Morgan Stanley
                                            Mortgage Capital Holdings 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. Prudential Mortgage Capital Funding, LLC is an
                                            affiliate of Prudential Mortgage Capital Company, LLC, one of the
                                            originators, and an affiliate of one of the master servicers and
                                            special servicers, Prudential Asset Resources, Inc. 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. Principal
                                            Commercial Funding II, LLC is an affiliate of U.S. Bank National
                                            Association, the paying agent. Royal Bank of Canada is an affiliate
                                            of RBC Capital Markets Corporation, 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. See "Transaction



                                      S-13




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

MORTGAGE LOAN SELLERS.....................  Prudential Mortgage Capital Funding, LLC, as to 26 mortgage loans
                                            (which include 21 mortgage loans in loan group 1 and five mortgage
                                            loans in loan group 2), representing 36.5% of the initial outstanding
                                            pool balance (and representing 38.3% of the initial outstanding loan
                                            group 1 balance and 24.9% of the initial outstanding loan group 2
                                            balance).

                                            Principal Commercial Funding II, LLC, as to 39 mortgage loans (which
                                            include 32 mortgage loans in loan group 1 and seven mortgage loans in
                                            loan group 2), representing 20.6% of the initial outstanding pool
                                            balance (and representing 20.4% of the initial outstanding loan group
                                            1 balance and 22.3% of the initial outstanding loan group 2 balance).

                                            Royal Bank of Canada, as to 34 mortgage loans (which include 31
                                            mortgage loans in loan group 1 and three mortgage loans in loan group
                                            2), representing 19.2% of the initial outstanding pool balance (and
                                            representing 17.5% of the initial outstanding loan group 1 balance
                                            and 30.3% of loan group 2).

                                            Morgan Stanley Mortgage Capital Holdings LLC, as to 25 mortgage loans
                                            (which include 23 mortgage loans in loan group 1 and two mortgage
                                            loans in loan group 2), representing 19.0% of the initial outstanding
                                            pool balance (and representing 20.5% of the initial outstanding loan
                                            group 1 balance and 9.6% of the initial outstanding loan group 2
                                            balance).

                                            National City Bank, as to ten mortgage loans (which include six
                                            mortgage loans in loan group 1 and four mortgage loans in loan group
                                            2), representing 4.6% of the initial outstanding pool balance (and
                                            representing 3.3% of the initial outstanding loan group 1 balance and
                                            12.9% of the initial outstanding loan group 2 balance).

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

ORIGINATORS...............................  Each mortgage loan seller or its affiliate originated or purchased
                                            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, Bear, Stearns & Co. Inc.,
                                            Greenwich Capital Markets, Inc. and RBC Capital Markets Corporation.
                                            Morgan Stanley & Co. Incorporated will be sole lead manager and sole
                                            book runner and is an affiliate of Morgan Stanley Mortgage Capital
                                            Holdings LLC, one of the sponsors, mortgage loan sellers and
                                            originators, and of the depositor. RBC Capital Markets Corporation
                                            is an affiliate of Royal Bank of Canada, one of the sponsors,
                                            mortgage loan sellers and originators.

SIGNIFICANT OBLIGORS......................  Mortgage Loan No. 1, First Stamford, represents 12.2% of the initial
                                            outstanding pool balance and Mortgage Loan No. 2, Hilton Washington
                                            DC, represents 10.5% of the initial outstanding pool balance, and
                                            therefore, the related property of each of these mortgage loans is a
                                            "significant obligor" as defined in Regulation AB. See Appendix IV
                                            for the description of the significant obligors and certain financial
                                            information thereof.



                                      S-14





CUT-OFF DATE..............................  August 1, 2007. For purposes of the information contained in this
                                            prospectus supplement (including the appendices to this prospectus
                                            supplement), scheduled payments due in August 2007 with respect to
                                            mortgage loans not having payment dates on the first of each month
                                            have been deemed received on August 1, 2007, not the actual day on
                                            which those scheduled payments are due. All references to the
                                            "cut-off date" with respect to any mortgage loan characteristics
                                            (including any numerical or statistical information) contained in
                                            this prospectus supplement are based on an assumption that all
                                            scheduled payments will be made on the respective due date and that
                                            no unscheduled prepayments are made.

CLOSING DATE..............................  On or about August 23, 2007.

DETERMINATION DATE........................  With respect to any distribution date and any of the mortgage loans,
                                            the 7th day of the month in which such distribution date occurs or,
                                            if such day is not a business day, the next succeeding business day.

DISTRIBUTION DATE.........................  The fourth business day following the determination date, commencing
                                            September 13, 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                       June 11, 2012
                                                 Class A-1A                      July 11, 2017
                                                 Class A-2                      August 11, 2012
                                                 Class A-3                       July 11, 2016
                                                 Class A-4                       July 11, 2017
                                                 Class A-M                       July 11, 2017
                                                 Class A-J                       July 11, 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. Mortgage loans with anticipated repayment
                                            dates are assumed to repay in full on those dates.

RATED FINAL DISTRIBUTION DATE.............  As to each class of offered certificates, the distribution date in
                                            June 2049.

                                               OFFERED CERTIFICATES


GENERAL...................................  Morgan Stanley Capital I Inc. is offering the following 7 classes of
                                            its Series 2007-IQ15 Commercial Mortgage Pass-Through Certificates:

                                            o    Class A-l

                                            o    Class A-1A

                                            o    Class A-2

                                            o    Class A-3

                                            o    Class A-4



                                      S-15





                                            o    Class A-M

                                            o    Class A-J

                                            The entire series will consist of a total of 26 classes, the
                                            following 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 EI, Class R-I,
                                            Class R-II and Class R-III.

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

                                                 Class A-1                       $61,700,000
                                                 Class A-1A                     $278,738,000
                                                 Class A-2                      $227,400,000
                                                 Class A-3                       $72,800,000
                                                 Class A-4                      $796,885,000
                                                 Class A-M                      $205,361,000
                                                 Class A-J                      $177,124,000

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

                                            The Class X Certificates, which are private certificates, will not
                                            have certificate balances. Such 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 other classes of
                                            certificates (other than the Class EI, Class R-I, Class R-II and
                                            Class R-III Certificates) outstanding from time to time.

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

                                            Upon initial issuance, the aggregate notional amount of the Class X
                                            Certificates will be $2,053,605,662, 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 that certificate and does not represent the
                                            right to receive any distributions of principal.



                                      S-16





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

                                                 Class A-1                      5.519%
                                                 Class A-1A                     6.078%
                                                 Class A-2                      6.038%
                                                 Class A-3                      6.078%
                                                 Class A-4                      6.078%
                                                 Class A-M                      6.078%
                                                 Class A-J                      6.078%

                                            The Class A-1 Certificates will, at all times, accrue interest at a
                                            per annum rate equal to a fixed rate. The Class A-1A, Class A-3,
                                            Class A-4, Class A-M and Class A-J Certificates will, at all times,
                                            accrue interest at a per annum rate equal to the weighted average net
                                            mortgage rate. The Class A-2 Certificates will, at all times, accrue
                                            interest at a per annum rate equal to the weighted average net
                                            mortgage rate less a specified percentage.

                                            Interest on the 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 pass-through rate applicable to the Class X Certificates for the
                                            initial distribution date will equal approximately 0.021% 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 total notional amount of the Class X
                                            Certificates outstanding immediately prior to the related
                                            distribution date (weighted on the basis of the respective notional
                                            balances of those components outstanding immediately prior to that
                                            distribution date). Each of those components will have a notional
                                            balance equal to the certificate balance of one of the classes of the
                                            certificates with a principal balance. The applicable Class X Strip
                                            Rate with respect to each component for each distribution date will
                                            equal the excess, if any, of (a) the weighted average net mortgage
                                            rate for the distribution date, over (b) the pass-through rate for
                                            the 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 "weighted average net mortgage rate" for a particular
                                            distribution date is a weighted average of the interest rates on the
                                            mortgage loans minus a weighted average annual administrative cost
                                            rate, which includes the master servicing fee rate (including any
                                            sub-servicing or primary servicing fees), any excess servicing fee
                                            rate and the trustee fee rate related to the applicable mortgage
                                            loans. The relevant weighting is based upon the respective scheduled
                                            principal balances of the mortgage loans as in effect immediately
                                            prior to the relevant distribution date. For purposes of calculating
                                            the weighted average net mortgage rate, the mortgage loan interest
                                            rates of the mortgage loans will not reflect any default interest
                                            rate. The mortgage loan interest rates of the mortgage loans will
                                            also be determined without regard to any loan term modifications
                                            agreed to by the applicable 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



                                      S-17




                                            mortgage loan does not accrue interest on a 30/360 basis, its
                                            interest rate for any month will, in general, be deemed to be the
                                            rate per annum that, when calculated on a 30/360 basis, will produce
                                            the amount of interest that actually accrues on that mortgage loan in
                                            that month and as further adjusted as described in this prospectus
                                            supplement.

(1)  DISTRIBUTIONS

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

                                            Step l/Class A Senior and Class X: To interest, concurrently,

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

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

                                            o    on Class X, from the available distribution amount, in
                                                 accordance with its interest entitlement.

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

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

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

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

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

                                            o    third, to the Class A-3 Certificates, from the portion of such
                                                 amounts attributable to loan group 1 and, after the principal



                                      S-18





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

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

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

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

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

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

                                            Step 5/Class A-J:  To the Class A-J Certificates as follows: (a) to
                                            interest on the Class A-J Certificates, in the amount of such class's
                                            interest entitlement; (b) to the extent of amounts required to be
                                            distributed as principal, to principal on the Class A-J Certificates,
                                            in the amount of such class's principal entitlement until such
                                            class's principal balance is reduced to zero; and (c) to reimburse the
                                            Class A-J Certificates, for any previously unreimbursed losses on the
                                            mortgage loans that were previously borne by such class, together
                                            with interest at the applicable pass-through rate.

                                            Step 6/Subordinate Private Certificates:  In the amounts and order of
                                            priority described in the pooling and servicing agreement.



                                      S-19





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

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

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

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

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

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

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

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

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

(2)  SUBORDINATION

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



                                      S-20





                                            increase) in connection with hyperamortizing loans) are allocated is
                                            depicted in ascending order.

                                                  ---------------------------------------------------------
                                                   Class A-1, Class A-1A*, Class A-2, Class A-3, 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 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
                                                 and Class A-4 Certificates 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.

                                            **   Interest only certificates. No principal payments or realized
                                                 loan losses of principal will be allocated to the Class X
                                                 Certificates. However, any mortgage loan losses allocated to
                                                 any class of principal balance certificates 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:

                                            o    shortfalls resulting from compensation which the special
                                                 servicers are entitled to receive;

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

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

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



                                      S-21



                       INFORMATION ABOUT THE MORTGAGE POOL



(1)  CHARACTERISTICS OF THE MORTGAGE POOL

A.   GENERAL..............................  All numerical information in this prospectus supplement concerning
                                            the mortgage loans is approximate. All weighted average information
                                            regarding the mortgage loans reflects the weighting of the mortgage
                                            loans based upon their outstanding principal balances as of the
                                            cut-off date, which assumes that no unscheduled principal payments
                                            will be made. With respect to mortgage loans not having due dates on
                                            the first day of each month, scheduled payments due in August 2007
                                            have been deemed received on August 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.

                                            With respect to Mortgage Loan No. 103, The Tower, the related
                                            mortgaged property also secures, on a pari passu basis, another note
                                            that is not included in the trust. See "Description of the Mortgage
                                            Pool--Non-Trust Serviced Pari Passu Loan."  With respect to each of
                                            Mortgage Loan No. 2, Hilton Washington DC, and Mortgage Loan No. 76,
                                            Hampton Inn - Brunswick, GA, the related mortgaged property also
                                            secures, on a subordinated basis, other notes that are not included
                                            in the trust. See "Description of the Mortgage Pool--Serviced
                                            Companion Loans."

B.   PRINCIPAL BALANCES...................  The trust's primary assets will be 134 mortgage loans (which include
                                            113 mortgage loans in loan group 1 and 21 mortgage loans in loan
                                            group 2) with an aggregate principal balance as of the cut-off date
                                            of approximately $2,053,605,662 (which includes $1,774,867,574 in
                                            loan group 1 and $278,738,088 in loan group 2). It is possible that
                                            the aggregate mortgage loan balance, the initial outstanding loan
                                            group 1 balance and the initial outstanding loan group 2 balance will
                                            vary by up to 5%. As of the cut-off date, the principal balance of
                                            the mortgage loans in the mortgage pool range from approximately
                                            $999,186 to approximately $250,000,000 (and the balances of the
                                            mortgage loans range from approximately $999,186 to approximately
                                            $250,000,000 and from approximately $1,700,000 to approximately
                                            $65,000,000 in loan group 1 and loan group 2, respectively) and the
                                            mortgage loans are assumed to have an approximate average balance of
                                            $15,325,415 (and an approximate average balance of $15,706,793 in
                                            loan group 1 and $13,273,242 in loan group 2, respectively).

C.   FEE SIMPLE/LEASEHOLD.................  183 mortgaged properties, securing mortgage loans representing 97.4%
                                            of the initial outstanding pool balance (which include 158 mortgaged
                                            properties in loan group 1, securing mortgage loans representing
                                            97.0% of the initial outstanding loan group 1 balance, and 25
                                            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



                                      S-22





                                            mortgage lien on a fee simple estate in the applicable mortgaged
                                            properties.

                                            Two mortgaged properties, securing mortgage loans representing 2.6%
                                            of the initial outstanding pool balance (which properties are in loan
                                            group 1, securing mortgage loans representing 3.0% 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 the applicable mortgaged properties.

                                            Certain of the mortgage loans are secured by a mortgaged property
                                            that consists of the related borrower's interest in condominium
                                            interests in buildings and/or other improvements, the related
                                            percentage interests in the common areas and the related voting
                                            rights in the condominium association. See "Risk Factors--Condominium
                                            Ownership May Limit Use and Improvements."

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


                                                                                                  PERCENTAGE OF
                                                                           AGGREGATE CUT-OFF   INITIAL OUTSTANDING
                                            PROPERTY TYPE                     DATE BALANCE         POOL BALANCE
                                            ------------------------       -----------------   -------------------

                                            Office..................          $696,484,854            33.9%
                                            Retail..................          $373,252,946            18.2%
                                            Self Storage............          $313,979,827            15.3%
                                            Multifamily(1)..........          $275,540,811            13.4%
                                            Hospitality.............          $248,675,801            12.1%
                                            Industrial..............           $95,271,421             4.6%
                                            Mixed Use...............           $28,800,000             1.4%
                                            Other...................           $18,402,726             0.9%
                                            Manufactured Housing                                       0.2%
                                              Community.............            $3,197,277
                                            TOTAL...................        $2,053,605,662           100.0%

                                            (1)  Includes one residential cooperative property, representing 1.0%
                                                 of the initial outstanding pool balance.

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



                                      S-23





E. PROPERTY LOCATION....................    The number of mortgaged properties, and the approximate percentage of
                                            the initial outstanding pool balance of the mortgage loans secured by
                                            mortgaged properties, located in the 7 states and the District of
                                            Columbia with the highest concentrations of mortgaged properties are
                                            as described in the table below:

                                                                       PROPERTY LOCATION


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

                                            Connecticut.............             12.3%                  2
                                            Texas...................             10.6%                 14
                                            District of Columbia....             10.5%                  1
                                            California..............              9.0%                 23
                                               Southern California..              6.8%                 16
                                               Northern California..              2.2%                  7
                                            Georgia.................              5.7%                  9
                                            New York................              5.6%                  7
                                            Florida.................              5.2%                 13
                                            Ohio ...................              5.0%                 12

                                            The remaining mortgaged properties are located throughout 31 states.
                                            None of these states has a concentration of mortgaged properties that
                                            represents security for more than 3.7% of the initial outstanding
                                            pool balance.

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

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

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

                                            o    Seven 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 five groups of mortgage loans exclusively in loan
                                                 group 1 and two groups of mortgage loans exclusively in loan
                                                 group 2; of these seven groups, the three largest groups
                                                 represent 10.2%, 5.5% and 1.2%, respectively, of the initial
                                                 outstanding pool balance). The related borrower concentrations
                                                 of the three largest groups exclusively in loan group 1
                                                 represent 11.8%, 6.4% and 1.2%, respectively, of the initial
                                                 outstanding loan group 1 balance, and the two largest groups of
                                                 mortgage loans exclusively in loan group 2 represent 8.6% and
                                                 5.8%, respectively, of the initial outstanding loan group 2
                                                 balance.

                                            o    22 of the mortgaged properties securing mortgage loans,
                                                 representing 4.0% of the initial outstanding pool balance (and
                                                 representing 4.7% of the initial outstanding loan group 1
                                                 balance), are each leased to a single tenant.



                                      S-24





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

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

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

                                            o    125 of the mortgage loans, representing 98.4% of the initial
                                                 outstanding pool balance (which include 104 mortgage loans in
                                                 loan group 1, representing 98.1% of the initial outstanding loan
                                                 group 1 balance, and 21 mortgage loans in loan group 2,
                                                 representing 100.0% of the initial outstanding loan group 2
                                                 balance), are "balloon loans" (including the hyperamortizing
                                                 loans). For purposes of this prospectus supplement, we consider
                                                 a mortgage loan to be a "balloon loan" if its principal balance
                                                 is not scheduled to be fully or substantially amortized by the
                                                 loan's maturity date or anticipated repayment date, as
                                                 applicable. Of these 125 mortgage loans, 14 of the mortgage
                                                 loans, representing 11.6% of the initial outstanding pool
                                                 balance (which are in loan group 1, representing 13.4% of the
                                                 initial outstanding loan group 1 balance), are hyperamortizing
                                                 loans that provide for an increase in the mortgage rate and/or
                                                 principal amortization at a specified date prior to stated
                                                 maturity. These loans are structured to encourage the borrower
                                                 to repay the loan in full by the specified date (which is prior
                                                 to the loan's stated maturity date) upon which these increases
                                                 occur.

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

                                            o    51 mortgage loans, representing 31.4% of the initial outstanding
                                                 pool balance (which include 39 mortgage loans in loan group 1,
                                                 representing 30.9% of the initial outstanding loan group 1
                                                 balance, and 12 mortgage loans in loan group 2, representing
                                                 34.0% of the initial outstanding loan group 2 balance), provide
                                                 for monthly payments of interest only during a portion of the
                                                 term, and then provide for principal and interest payments over
                                                 the remaining term.

                                            o    27 mortgage loans, representing 46.7% of the initial outstanding
                                                 pool balance (which include 21 mortgage loans in loan group 1,
                                                 representing 44.4% of the initial outstanding loan group 1
                                                 balance, and six mortgage loans in loan group 2, representing
                                                 61.1% of the initial outstanding loan group 2 balance), provide
                                                 for monthly payments of interest only for their entire term.

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

                                            o    92 mortgage loans, representing 56.0% of the initial outstanding
                                                 pool balance (which include 76 mortgage loans in loan group 1,
                                                 representing 51.3% of the initial outstanding loan group 1
                                                 balance, and 16 mortgage loans in loan group 2, representing
                                                 85.6% of the initial outstanding loan group 2 balance), prohibit
                                                 voluntary



                                      S-25




                                                 principal prepayments during a lockout period, but permit the
                                                 related borrower, after an initial period of at least 2 years
                                                 following the date of issuance of the Certificates, to defease
                                                 the mortgage loan by pledging to the trust "government
                                                 securities" as defined in the Investment Company Act of 1940,
                                                 subject to rating agency requirements, and obtaining the release
                                                 of the mortgaged property from the lien of the mortgage.

                                            o    32 mortgage loans, representing 16.9% of the initial outstanding
                                                 pool balance (which include 29 mortgage loans in loan group 1,
                                                 representing 18.1% of the initial outstanding loan group 1
                                                 balance, and three mortgage loans in loan group 2, representing
                                                 8.9% of the initial outstanding loan group 2 balance), prohibit
                                                 voluntary principal prepayments during a lockout period, and
                                                 following the lockout period permit principal prepayments if
                                                 accompanied by a prepayment premium calculated as the greater of
                                                 a yield maintenance formula and 1.0% of the amount prepaid.

                                            o    One mortgage loan, representing 12.2% of the initial outstanding
                                                 pool balance (which is in loan group 1, representing 14.1% of
                                                 the initial outstanding loan group 1 balance), prohibits
                                                 voluntary principal prepayments during a lockout period, and
                                                 following the lockout period permits the related borrower, after
                                                 an initial period of at least 2 years following the date of the
                                                 issuance of the Certificates, to defease the mortgage loan by
                                                 pledging to the trust "government securities" as defined in the
                                                 Investment Company Act of 1940 and obtaining the release of the
                                                 mortgaged property from the lien of the mortgage, and then after
                                                 a certain period of time also permits voluntary prepayments for
                                                 a certain period of time if accompanied by the greater of a
                                                 yield maintenance formula and 1.0% of the amount prepaid.

                                            o    Three mortgage loans, representing 9.5% of the initial
                                                 outstanding pool balance (which are in loan group 1,
                                                 representing 11.0% of the initial outstanding loan group 1
                                                 balance), prohibit voluntary principal prepayments during a
                                                 lockout period, and following the lockout period permit
                                                 voluntary prepayments if accompanied by the greater of a yield
                                                 maintenance formula and 1.0% of the amount prepaid, and also
                                                 permit the related borrower, after an initial period of at least
                                                 2 years following the date of the issuance of the Certificates,
                                                 to defease the mortgage loan by pledging to the trust
                                                 "government securities" as defined in the Investment Company Act
                                                 of 1940 and obtaining the release of the mortgaged property from
                                                 the lien of the mortgage.

                                            o    One mortgage loan, representing 3.7% of the initial outstanding
                                                 pool balance (which is in loan group 1, representing 4.3% of the
                                                 initial outstanding loan group 1 balance), has no lockout period
                                                 and permits only voluntary principal prepayments for a certain
                                                 period of time if accompanied by the greater of a yield
                                                 maintenance formula and 1.0% of the amount prepaid, and
                                                 following such period permits the borrower either to make such
                                                 prepayment or, after an initial period of at least 2 years
                                                 following the date of the issuance of the Certificates, to
                                                 defease the mortgage loan by pledging to the trust "government
                                                 securities" as defined in the Investment Company Act of 1940 and
                                                 obtaining the release of the mortgaged property from the lien of
                                                 the mortgage, and then after a certain period of time permits
                                                 either such defeasance or



                                      S-26




                                                 voluntary principal prepayments if accompanied by the greater of
                                                 a yield maintenance formula and 0.5% of the amount prepaid.

                                            o    Three mortgage loans, representing 0.9% of the initial
                                                 outstanding pool balance (which include one mortgage loan in
                                                 loan group 1, representing 0.2% of the initial outstanding loan
                                                 group 1 balance, and two mortgage loans in loan group 2,
                                                 representing 5.5% of the initial outstanding loan group 2
                                                 balance), have no lockout period and the mortgage loans permit
                                                 voluntary principal prepayments for a certain period of time, if
                                                 accompanied by the greater of a yield maintenance formula and
                                                 1.0% of the amount prepaid.

                                            o    One mortgage loan, representing 0.7% of the initial outstanding
                                                 pool balance (which is in loan group 1, representing 0.8% of the
                                                 initial outstanding loan group 1 balance), has no lockout period
                                                 and permits only voluntary principal prepayments for a certain
                                                 period of time if accompanied by the greater of a yield
                                                 maintenance formula and 1.0% of the amount prepaid, and
                                                 following such period permits the borrower either to make such
                                                 prepayment or, after an initial period of at least 2 years
                                                 following the date of the issuance of the Certificates, to
                                                 defease the mortgage loan by pledging to the trust "government
                                                 securities" as defined in the Investment Company Act of 1940 and
                                                 obtaining the release of the mortgaged property from the lien of
                                                 the mortgage.

                                            o    One mortgage loan, representing 0.1% of the initial outstanding
                                                 pool balance (and representing 0.1% of the initial outstanding
                                                 loan group 2 balance), prohibits voluntary principal prepayment
                                                 during a lockout period, and following the lockout period
                                                 permits voluntary principal prepayments if (i) prior to April
                                                 2014, accompanied by the greater of a yield maintenance formula
                                                 and 1.0% of the outstanding principal balance of the note on the
                                                 date of prepayment, (ii) from April 2014 through March 2015,
                                                 accompanied by the lesser of a yield maintenance formula and
                                                 5.0% of the outstanding principal balance of the note on the
                                                 date of prepayment, (iii) from April 2015 through March 2016,
                                                 accompanied by the lesser of a yield maintenance formula and
                                                 4.0% of the outstanding principal balance of the note on the
                                                 date of prepayment, (iv) from April 2016 through March 2017,
                                                 accompanied by the lesser of a yield maintenance formula and
                                                 3.0% of the outstanding principal balance of the note on the
                                                 date of prepayment, (v) from April 2017 through March 2018,
                                                 accompanied by the lesser of a yield maintenance formula and
                                                 2.0% of the outstanding principal balance of the note on the
                                                 date of prepayment and (iv) from April 2018 through February
                                                 2019, accompanied by the lesser of a yield maintenance formula
                                                 and 1.0% of the outstanding principal balance of the note on the
                                                 date of prepayment.

                                            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 "Description of the Mortgage Pool--Prepayment Restrictions."  See
                                            the footnotes to Appendix II of this prospectus



                                      S-27





                                            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    One mortgage loan, representing 10.5% of the initial outstanding
                                                 pool balance (which is in loan group 1, representing 12.1% of
                                                 the initial outstanding loan group 1 balance), allows a release
                                                 of a parcel including approximately 1.98 acres of land and
                                                 approximately 59,500 square feet of hotel space, consisting of
                                                 approximately 14,500 square feet of existing guest rooms and the
                                                 45,000 square foot existing exhibit hall, provided the borrower
                                                 satisfies certain conditions, including, but not limited to: (i)
                                                 no event of default has occurred and is continuing, (ii) payment
                                                 of an amount equal to the greater of (a) the sum of $9,750,000
                                                 and the product of (x) $282,261 and (y) the anticipated net
                                                 decrease in the number of hotel rooms at the mortgaged property
                                                 after giving effect to both the release and the completion of
                                                 the work or (b) if the release parcel is being sold other than
                                                 to an affiliate of the borrower, 75% of the net sales price,
                                                 after reasonable closing costs, of the release parcel, (iii)
                                                 satisfaction of the prepayment provisions of the loan documents,
                                                 including payment of any applicable prepayment premium for the
                                                 portion of the loan being prepaid, (iv) the anticipated net
                                                 decrease in the number of hotel rooms at the property following
                                                 the release and completion of the work will not exceed fifteen
                                                 rooms, (v) the borrower agrees to materially reconstruct the
                                                 swimming pool, pool deck and exhibit hall at the property within
                                                 a reasonable time after the release, (vi) the borrower agrees to
                                                 construct a new junior ballroom which may be at the release
                                                 parcel so long as borrower's and lender's rights in such portion
                                                 of the release parcel are satisfactory to lender and (vii) the
                                                 lender receives an opinion of counsel regarding the continued
                                                 qualification of the trust fund as a REMIC.

                                            o    One mortgage loan, representing 3.7% of the initial outstanding
                                                 pool balance (which is in loan group 1, representing 4.3% of the
                                                 initial outstanding loan group 1 balance), allows the release of
                                                 a portion of the collateral subject to the satisfaction of
                                                 certain conditions including, but not limited to: (i) the
                                                 borrower must prepay an amount equal to $21,711,348, and in
                                                 addition, pay a make whole premium, (ii) the DSCR of the
                                                 remaining properties is at least 1.35x, (iii) the LTV of the
                                                 remaining properties is not greater than 79% and (iv) a written
                                                 confirmation from the rating agencies that such release would
                                                 not result in a downgrade, withdrawal or qualification of the
                                                 then current ratings assigned to the certificates.

                                            o    One mortgage loan, representing 3.3% of the initial outstanding
                                                 pool balance (which is in loan group 1, representing 3.8% of the
                                                 initial outstanding loan group 1 balance), allows the release of
                                                 a portion of the collateral subject to the satisfaction of
                                                 certain conditions including, but not limited to: (i) no event
                                                 of default has occurred, (ii) the aggregate DSCR of the
                                                 remaining cross-collateralized properties shall be the greater
                                                 of the aggregate DSCR prior to partial defeasance and 1.26x and
                                                 (iii) the LTV of



                                      S-28





                                                 the remaining cross-collateralized properties shall be the
                                                 lesser of the LTV prior to partial defeasance and 75.1%.

                                            o    One mortgage loan, representing 3.2% of the initial outstanding
                                                 pool balance (which is in loan group 2, representing 23.3% of
                                                 the initial outstanding loan group 2 balance), allows the
                                                 release of a portion of the collateral subject to the
                                                 satisfaction of certain conditions including, but not limited
                                                 to: (i) the borrower must prepay an amount equal to 125% of the
                                                 amount allocated to the released property, (ii) the DSCR of the
                                                 remaining properties is at least 1.25x and (iii) the LTV of the
                                                 remaining properties is not greater than 80%. The Camellia
                                                 Trace Parcel and the Cherry Grove Parcel must both remain in the
                                                 collateral.

                                            o    One mortgage loan, representing 1.0% of the initial outstanding
                                                 pool balance (which is in loan group 1, representing 1.1% of the
                                                 initial outstanding loan group 1 balance), allows the release of
                                                 up to three properties during either (i) the partial defeasance
                                                 period commencing on October 9, 2009 to and including August 4,
                                                 2011 or (ii) the yield maintenance period commencing on August
                                                 5, 2011 to and including June 5, 2017 subject to the
                                                 satisfaction of certain conditions including but not limited to:
                                                 (a) no event of default exists, (b) the LTV with respect to the
                                                 remaining properties is equal to or less than 75%, (c) the DSCR
                                                 for the remaining properties is equal to or greater than 1.25x
                                                 on an amortizing basis, (d) in connection with any release
                                                 during the partial defeasance period such release will be
                                                 obtained solely through a partial defeasance, (e) in connection
                                                 with any release during the yield maintenance period, borrower
                                                 must pay to lender an amount equal to the sum of the release
                                                 value plus the yield maintenance amount and (f) the property so
                                                 released is defeased or prepaid based on 110% of the allocated
                                                 loan amount for the first property and 120% of the allocated
                                                 loan amount for the second and third properties.

                                            o    One mortgage loan, representing 0.7% of the initial outstanding
                                                 pool balance (which is in loan group 1, representing 0.8% of the
                                                 initial outstanding loan group 1 balance), allows the release of
                                                 a portion of the collateral subject to the satisfaction of
                                                 certain conditions including, but not limited to: (i) the
                                                 borrower must prepay an amount equal to 125% of the amount
                                                 allocated to the released property, (ii) the DSCR of the
                                                 remaining properties is at least 1.25x, (iii) the LTV of the
                                                 remaining properties is not greater than 75% and (iv) no event
                                                 of default has occurred.

                                            o    One mortgage loan, representing 0.5% of the initial outstanding
                                                 pool balance (which is in loan group 1, representing 0.6% of the
                                                 initial outstanding loan group 1 balance), allows the release of
                                                 a portion of the collateral subject to the satisfaction of
                                                 certain conditions including, but not limited to: (i) the
                                                 borrower must prepay an amount equal to 125% of the amount
                                                 allocated to the released property, (ii) the DSCR of the
                                                 remaining properties is at least the greater of the trailing
                                                 12-month DSCR prior to the collateral release and 1.40x, (iii)
                                                 the LTV of the remaining properties is not greater than 70% and
                                                 (iv) no event of default has occurred.

                                            o    With respect to one mortgage loan, representing 0.4% of the
                                                 initial outstanding pool balance (which is in loan group 1,
                                                 representing



                                      S-29





                                                 0.5% of the initial outstanding loan group 1 balance), the
                                                 property is comprised of two parcels, Parcel A and Parcel B.
                                                 The allocated loan amount for each parcel is 50% of the loan
                                                 amount. Borrower may seek a release of either Parcel A or
                                                 Parcel B, subject to satisfaction of the following conditions:
                                                 (i) defeasance of 110% of the allocated loan amount associated
                                                 with the release parcel; (ii) the LTV on the remaining loan does
                                                 not exceed the lesser of 80% and the LTV immediately prior to
                                                 the release; (iii) the DSCR of the remaining loan is not less
                                                 than the greater of 1.20x and the DSCR of the loan immediately
                                                 prior to the release; and (iv) borrower obtainment of a
                                                 no-downgrade letter from the rating agencies.

                                            o    One mortgage loan, representing 0.2% of the initial outstanding
                                                 pool balance (which is in loan group 1, representing 0.2% of the
                                                 initial outstanding loan group 1 balance), allows the release of
                                                 a portion of the collateral for a maximum two properties subject
                                                 to the satisfaction of certain conditions including: (i) the
                                                 borrower must prepay an amount equal to 115% of the amount
                                                 allocated to the released property and a make whole premium,
                                                 (ii) the DSCR of the remaining properties is at least 1.34x,
                                                 (iii) the LTV of the remaining properties is not greater than
                                                 65% and (iv) a written confirmation from the rating agencies
                                                 that such release would not result in a downgrade, withdrawal or
                                                 qualification of the then current ratings assigned to the
                                                 certificates.

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

                                            o    Four mortgage loans, representing 4.7% of the initial
                                                 outstanding pool balance (which are in loan group 1,
                                                 representing 5.4% of the initial outstanding loan group 1
                                                 balance), allow the release of a portion of the collateral
                                                 subject to the satisfaction of certain conditions including, but
                                                 not limited to: (i) no event of default has occurred, (ii) the
                                                 aggregate DSCR of the remaining cross-collateralized properties
                                                 shall be the greater of the aggregate DSCR prior to partial
                                                 defeasance and 1.26x and (iii) the LTV of the remaining
                                                 cross-collateralized properties shall be the lesser of the LTV
                                                 prior to partial defeasance and 72.8%.

                                            o    Two mortgage loans, representing 2.3% of the initial outstanding
                                                 pool balance (which are in loan group 1, representing 2.6% of
                                                 the initial outstanding loan group 1 balance), allow the release
                                                 of a portion of the collateral subject to the satisfaction of
                                                 certain conditions including, but not limited to: (i) no event
                                                 of default has occurred, (ii) the aggregate DSCR of the
                                                 remaining cross-collateralized properties shall be the greater
                                                 of the aggregate DSCR prior to partial defeasance and 1.20x and
                                                 (iii) the LTV of the remaining cross-collateralized properties
                                                 shall be the lesser of the LTV prior to partial defeasance and
                                                 72.2%.

                                            o    Four mortgage loans, representing 0.9% of the initial
                                                 outstanding pool balance (which are in loan group 1,
                                                 representing 1.1% of the initial outstanding loan group 1
                                                 balance), allow the release of a portion of the collateral
                                                 subject to the satisfaction of certain conditions including, but
                                                 not limited to: (i) no event of default has



                                      S-30





                                                 occurred, (ii) the DSCR of the remaining properties is at least
                                                 1.19x for Rite Aid - Selma, 1.14x for Rite Aid - Fresno, 1.24x
                                                 for Rite Aid - Delano, 1.24x for Rite Aid - Shafter and (iii)
                                                 with respect to the release of either the Fresno or Selma
                                                 properties, the borrower must pay a release premium in an amount
                                                 equal to 20% on or prior to June 1, 2010, 10% after June 1, 2010
                                                 but prior to June 1, 2012, and 0% thereafter, in each case, of
                                                 the outstanding related allocated principal balance.

                                            Certain mortgage loans (typically secured by two or more mortgaged
                                            properties) also permit the substitution of a mortgaged property,
                                            subject to satisfaction of various conditions. See the footnotes to
                                            Appendix II of this prospectus supplement.

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

                                            One mortgage loan, representing 0.5% of the initial outstanding pool
                                            balance (which is in loan group 1, representing 0.5% of the initial
                                            outstanding loan group 1 balance), permits the related borrower to
                                            defease the mortgage loan at any time (due to the expiration of the
                                            related lockout period) by pledging to the trust "government
                                            securities" as defined in the Investment Company Act of 1940, subject
                                            to rating agency requirements, and obtaining the release of the
                                            mortgaged property from the lien of the mortgage. Upon notice of
                                            such a defeasance to be made within 2 years following the date of
                                            issuance of the certificates, the related mortgage loan seller must
                                            repurchase such mortgage loan from the trust prior to such
                                            defeasance, the proceeds of which would be the equivalent of a
                                            prepayment of such mortgage loan with a yield maintenance premium.

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

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

         I.   MORTGAGE INTEREST
              RATES                         Mortgage interest rates ranging from 5.460% per annum to 8.240% per
                                            annum (and ranging from 5.460% per annum to 8.240% per annum for loan
                                            group 1 and from 5.480% per annum to 6.455% per annum for loan group
                                            2), and a weighted average mortgage interest rate of 5.908% per annum
                                            (and 5.905% per annum for loan group 1 and 5.931% per annum for loan
                                            group 2).

         II.  ORIGINAL TERMS                Original terms to scheduled maturity ranging from 60 months to 240
                                            months (and ranging from 60 months to 240 months with respect to the
                                            mortgage loans in loan group 1, and ranging from 60 months to 168
                                            months with respect to the mortgage loans in loan group 2), and a
                                            weighted average original term to scheduled maturity of 114 months
                                            (and a weighted average original term to scheduled maturity of 115
                                            months with respect to the mortgage loans in loan group 1, and a
                                            weighted average original term to scheduled maturity of 109 months
                                            with respect to the mortgage loans in loan group 2).

         III. REMAINING TERMS               Remaining terms to scheduled maturity ranging from 58 months to 239
                                            months (and ranging from 58 months to 239 months for loan group 1



                                      S-31





                                            and from 58 months to 162 months for loan group 2), and a weighted
                                            average remaining term to scheduled maturity of 112 months (and
                                            weighted average remaining term to scheduled maturity of 113 months
                                            for loan group 1 and 108 months for loan group 2).

         IV.  REMAINING
              AMORTIZATION TERMS            Remaining amortization terms ranging from 140 months to 360 months
                                            (and ranging from 140 months to 360 months for loan group 1 and from
                                            358 months to 360 months for loan group 2), and a weighted average
                                            remaining amortization term of 348 months (and 347 months for loan
                                            group 1 and 360 months for loan group 2).

         V.   LOAN-TO-VALUE RATIOS          Loan-to-value ratios, calculated as described in this prospectus
                                            supplement, range from 7.3% to 80.0% (and range from 7.3% to 80.0%
                                            for loan group 1 and from 16.5% to 80.0% for loan group 2), and the
                                            weighted average loan-to-value ratio, calculated as described in this
                                            prospectus supplement, is 71.0% (and 71.2% for loan group 1 and 69.4%
                                            for loan group 2).

                                            Except as set forth below, for each of the mortgage loans, the
                                            loan-to-value ratio was calculated according to the methodology set
                                            forth in this prospectus supplement based on the estimate of value
                                            from a third-party appraisal, which was generally conducted after
                                            February 15, 2006.

                                            For detailed methodologies, see "Description of the Mortgage
                                            Pool--Assessments of Property Value and Condition--Appraisals" in this
                                            prospectus supplement. See also the footnotes to Appendix II of this
                                            prospectus supplement.

         VI.  DEBT SERVICE COVERAGE
              RATIOS                        Debt service coverage ratios, determined according to the methodology
                                            presented in this prospectus supplement, range from 0.93x to 12.77x
                                            (and range from 0.93x to 12.77x for loan group 1 and from 1.14x to
                                            5.25x for loan group 2), and the weighted average debt service
                                            coverage ratio, determined according to the methodology presented in
                                            this prospectus supplement, is 1.40x (and 1.36x for loan group 1 and
                                            1.59x for loan group 2). These calculations are based on
                                            underwritable cash flow and actual debt service after the interest
                                            only period of the related mortgage loans as described in this
                                            prospectus supplement. With respect to the mortgage loan that has an
                                            interest only period that has not expired as of the cut-off date but
                                            will expire prior to maturity, the amount of the monthly debt service
                                            payment considered in the calculation of a debt service coverage
                                            ratio 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.



                                      S-32




K.   NON-TRUST SERVICED
     PARI PASSU LOAN......................  Mortgage Loan No. 103, The Tower, which, as of the cut-off date, had
                                            an outstanding principal balance of $3,188,314 and represents 0.2% of
                                            the initial outstanding pool balance (and represents 0.2% of the
                                            initial outstanding loan group 1 balance), is secured by the related
                                            mortgaged property on a pari passu basis with, and pursuant to the
                                            same mortgage as, another note that is not included in the trust and
                                            has an outstanding principal balance of $8,829,177. The non-pooled
                                            pari passu note has the same maturity date and amortization terms as
                                            the related pooled mortgage loan.

                                            The pooled and non-pooled portions of The Tower loan are currently
                                            being serviced by Prudential Asset Resources, Inc., as master
                                            servicer, and Centerline Servicing Inc., as special servicer,
                                            pursuant to the pooling and servicing agreement for the Bear Stearns
                                            Commercial Mortgage Securities Trust 2006-PWR14. The 2006-PWR14
                                            pooling and servicing agreement provides for servicing arrangements
                                            that are generally consistent with the terms of other comparably
                                            rated commercial mortgage loan securitizations.

                                            The terms of the 2006-PWR14 pooling and servicing agreement provide
                                            that:

                                            o    the trustee under the 2006-PWR14 pooling and servicing agreement
                                                 is, in that capacity, the mortgagee of record with respect to
                                                 the mortgaged property securing the pooled and non-pooled
                                                 portions of The Tower loan;

                                            o    Prudential Asset Resources, Inc. will, as master servicer under
                                                 the 2006-PWR14 pooling and servicing agreement, be the master
                                                 servicer for the pooled and non-pooled portions of The Tower
                                                 loan, subject to replacement pursuant to the terms of the
                                                 2006-PWR14 pooling and servicing agreement; and

                                            o    Centerline Servicing Inc. will, as special servicer under the
                                                 2006-PWR14 pooling and servicing agreement, be the special
                                                 servicer for the pooled and non-pooled portions of The Tower
                                                 loan, subject to replacement pursuant to the terms of the
                                                 2006-PWR14 pooling and servicing agreement.

                                            See "Servicing of the Mortgage Loans--Servicing of the Non-Trust
                                            Serviced Loan Group" in this prospectus supplement.

                                            References in this prospectus supplement, however, to the trustee,
                                            master servicer and special servicer will mean the trustee, master
                                            servicer and special servicer, respectively, under the pooling and
                                            servicing agreement related to the offered certificates unless the
                                            context clearly indicates otherwise.

(2)  ADVANCES

A.   PRINCIPAL AND INTEREST
     ADVANCES.............................  Subject to a recoverability determination described in this
                                            prospectus supplement, each master servicer (and the trustee, if
                                            applicable) is required to advance delinquent monthly mortgage loan
                                            payments for mortgage loans for which it is acting as master
                                            servicer. Neither of the master servicers nor the trustee will be
                                            required to advance (i) any additional interest accrued as a result
                                            of the imposition of any default rate, (ii) prepayment premiums or
                                            yield maintenance charges, (iii) any



                                      S-33





                                            additional interest accrued as a result of any rate increase after an
                                            anticipated repayment date, (iv) excess interest, (v) balloon
                                            payments or (vi) payments on the subordinated notes or the non-pooled
                                            pari passu note. If any balloon payment is not collected from the
                                            related borrower, subject to a recoverability determination described
                                            in this prospectus supplement, each master servicer (and the trustee,
                                            if applicable) will be required to advance an amount equal to the
                                            scheduled payment that would have been due if the related balloon
                                            payment had not become due on those mortgage loans for which it is
                                            acting as master servicer.

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

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

B.   SERVICING ADVANCES...................  Subject to a recoverability determination described in this
                                            prospectus supplement, the master servicers and the trustee may also
                                            make servicing advances to pay delinquent real estate taxes,
                                            insurance premiums and similar expenses necessary to maintain and
                                            protect the mortgaged property, to maintain the lien on the mortgaged
                                            property or to enforce the mortgage loan documents provided, however,
                                            that neither the master servicer nor the trustee will be required to
                                            make servicing advances with respect to The Tower loan. With respect
                                            to The Tower loan, the master servicer and the trustee under the
                                            2006-PWR14 pooling and servicing agreement will be required to make
                                            servicing advances, subject to a recoverability determination
                                            substantially similar to the recoverability determination described
                                            in this prospectus supplement. In addition, each special servicer
                                            may, but is not required to, make servicing advances on an emergency
                                            basis.

C.   INTEREST ON ADVANCES.................  All advances made by the master servicers, the special servicers or
                                            the trustee will accrue interest at a rate equal to the "prime rate"
                                            as reported in The Wall Street Journal. Advances of principal and
                                            interest made in respect of mortgage loans which have grace periods
                                            that expire on or after the determination date will not begin to
                                            accrue interest until the day succeeding the expiration date of the
                                            applicable grace period; provided that if such advance is not
                                            reimbursed from collections received from the related borrower by the
                                            end of the applicable grace period, advance interest will accrue from
                                            the date such advance is made (which will be the master servicer
                                            remittance date).

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

E.   RECOVERABILITY.......................  None of the master servicers, the special servicers or the trustee
                                            will be required to make any advance if the applicable master
                                            servicer, the applicable special servicer or the trustee determines
                                            in its sole discretion that the advance would not be recoverable in
                                            accordance



                                      S-34




                                            with the servicing standard (or, in the case of the trustee, its good
                                            faith business judgment), and the trustee may rely on any
                                            determination made by the applicable master servicer or the
                                            applicable special servicer.

                                            With respect to The Tower loan, if the applicable master servicer
                                            receives written notice from the 2006-PWR14 master servicer (which
                                            notice will not be necessary for so long as both of such master
                                            servicers are the same entity) that the 2006-PWR14 master servicer or
                                            other applicable party has determined, with respect to the related
                                            non-pooled pari passu note, that any proposed advance of scheduled
                                            principal and interest payments would be, or that any outstanding
                                            advance of scheduled principal and interest payments is, a
                                            nonrecoverable advance, then neither the applicable master servicer
                                            nor the trustee will be permitted to make any additional P&I Advances
                                            with respect to the pooled portion of The Tower loan. Following
                                            receipt of such notice, such advancing parties may resume making P&I
                                            Advances with respect to the pooled portion of The Tower loan if the
                                            applicable master servicer has consulted with the 2006-PWR14 master
                                            servicer (or other applicable party, if any) and they agree that
                                            circumstances with respect to The Tower loan have changed such that a
                                            proposed future advance of scheduled principal and interest payments
                                            would not be a nonrecoverable advance. Notwithstanding the
                                            foregoing, the applicable master servicer will continue to have the
                                            discretion to determine that any future P&I Advance would be, or that
                                            any outstanding P&I Advance is, as applicable, a nonrecoverable
                                            advance. Once such a determination is made by the applicable master
                                            servicer or the applicable master servicer receives written notice of
                                            such determination from the 2006-PWR14 master servicer, the
                                            applicable master servicer will be required to follow the process set
                                            forth in this paragraph before making any additional P&I Advances
                                            with respect to the pooled portion of The Tower loan.

                                            With respect to The Tower loan, neither the 2006-PWR14 master
                                            servicer nor the 2006-PWR14 trustee will make a servicing advance if
                                            it makes a determination substantially similar to the determination
                                            set forth in the second preceding paragraph.

F.   ADVANCES DURING AN
     APPRAISAL REDUCTION EVENT............  The occurrence of certain adverse events affecting a mortgage loan
                                            will require the applicable special servicer to obtain a new
                                            appraisal or other valuation of the related mortgaged property. In
                                            general, if the principal amount of the mortgage loan plus all other
                                            amounts due thereunder and interest on advances made with respect
                                            thereto exceeds 90% of the value of the mortgaged property determined
                                            by an appraisal or other valuation, an appraisal reduction may be
                                            created in the amount of the excess as described in this prospectus
                                            supplement, provided, however, in the case of the pooled portion of
                                            The Tower loan, an appraisal reduction will be created by the
                                            appraisal or other valuation obtained by the special servicer under
                                            and pursuant to the 2006-PWR14 pooling and servicing agreement. If
                                            there exists an appraisal reduction for any mortgage loan, the
                                            interest portion of the amount required to be advanced on that
                                            mortgage loan will be proportionately reduced to the extent of the
                                            appraisal reduction. This will reduce the funds available to pay
                                            interest and principal on the most subordinate class or classes of
                                            certificates then outstanding.



                                      S-35





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

                       ADDITIONAL ASPECTS OF CERTIFICATES

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

                                                                                  RATINGS
                                                 CLASS                          (FITCH/S&P)
                                                 ----------                     -----------
                                                 Class A-1                        AAA/AAA
                                                 Class A-1A                       AAA/AAA
                                                 Class A-2                        AAA/AAA
                                                 Class A-3                        AAA/AAA
                                                 Class A-4                        AAA/AAA
                                                 Class A-M                        AAA/AAA
                                                 Class A-J                        AAA/AAA

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

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

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

REPURCHASE OR SUBSTITUTION................  Each mortgage loan seller will make certain representations and
                                            warranties with respect to the mortgage loans sold by it, as
                                            described under "Description of the Mortgage Pool--Representations and
                                            Warranties" and "--Repurchases and Other Remedies."  If a mortgage
                                            loan seller has been notified of a material breach of any of its
                                            representations and warranties or a material defect in the
                                            documentation of any mortgage loan as described under "Description of
                                            the Mortgage Pool--Repurchases and Other Remedies," then that mortgage
                                            loan seller will be required to either cure the breach, repurchase
                                            the affected mortgage loan from the trust or substitute the affected
                                            mortgage loan with another mortgage loan. If the related mortgage
                                            loan seller decides to repurchase the affected mortgage loan, the
                                            repurchase would have the same effect on the offered certificates as
                                            a prepayment in full of such mortgage loan, except that the purchase
                                            will not be accompanied by any prepayment premium or yield
                                            maintenance charge. In addition, certain mortgage loans may be
                                            purchased from the trust by the holders of a mezzanine loan or
                                            subordinate note under certain circumstances. See "Description of
                                            the Mortgage Pool--Subordinate and Other Financing" in this prospectus
                                            supplement. In addition, with respect to Mortgage Loan No. 54, Regal
                                            Cinema-Eagan, the borrower may defease such mortgage loan at any time
                                            (due to the expiration of the related lockout period), in which case



                                      S-36





                                            the related mortgage loan seller must repurchase such mortgage loan
                                            from the trust (if notice is received that such defeasance will be
                                            made within 2 years following the date of issuance of the
                                            certificates), the proceeds of which would constitute a prepayment of
                                            such mortgage loan with a yield maintenance premium.

SALE OF DEFAULTED LOANS...................  Pursuant to the pooling and servicing agreement, (i) the holder of
                                            the certificates representing the greatest percentage interest in the
                                            controlling class of certificates, and (ii) the applicable special
                                            servicer, in that order, has the option to purchase from the trust
                                            any defaulted mortgage loan that is at least 60 days delinquent as to
                                            any monthly debt service payment (or is delinquent as to its balloon
                                            payment) at a price equal to the fair value of such mortgage loan as
                                            determined by the applicable special servicer (provided, that if that
                                            mortgage loan is being purchased by the applicable 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-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 initially be registered in the name of Cede &
                                            Co., as nominee of The Depository Trust Company, and will not be
                                            registered in your name. You will not receive a definitive
                                            certificate representing your ownership interest, except in very
                                            limited circumstances described in this prospectus supplement. As a
                                            result, you will hold your certificates only in book-entry form and
                                            will not be a certificateholder of record. You will receive
                                            distributions on your certificates and reports relating to
                                            distributions only through The Depository Trust Company, Clearstream
                                            Banking, societe anonyme or the Euroclear System or through
                                            participants in The Depository Trust Company, Clearstream Banking or
                                            Euroclear.

                                            You may hold your certificates through:

                                            o    The Depository Trust Company in the United States; or

                                            o    Clearstream Banking or Euroclear in Europe.

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

                                            All or any portion of the certificates offered to you may be
                                            converted to definitive certificates and reissued to beneficial
                                            owners or their nominees, rather than to The Depository Trust Company
                                            or its nominee, if we notify The Depository Trust Company of our
                                            intent to



                                      S-37





                                            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 RCE Loan 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 constitute "regular interests" in REMIC III.

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

                                            o    The offered certificates 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    It is anticipated that the Class A-1 and Class A-2 Certificates
                                                 will be issued at a premium and that the other classes of
                                                 offered certificates will be issued with a de minimis amount of
                                                 original issue discount for federal income tax purposes.

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

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

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

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



                                      S-38



                                  RISK FACTORS

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

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



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

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

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



                                      S-39





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.

                                            132 mortgage loans, representing 99.4% of the initial outstanding
                                            pool balance (which include 111 mortgage loans in loan group 1,
                                            representing 99.3% of the initial outstanding loan group 1 balance,
                                            and 21 mortgage loans in loan group 2, representing 100.0% of the
                                            initial outstanding loan group 2 balance), were originated within 12
                                            months prior to the cut-off date. Consequently, these mortgage loans
                                            do not have a long standing payment history.

                                            The repayment of a commercial mortgage loan is typically dependent
                                            upon the ability of the applicable property to produce cash flow.
                                            Even the liquidation value of a commercial property is determined, in
                                            substantial part, by the amount of the property's cash flow (or its
                                            potential to generate cash flow). However, net operating income and
                                            cash flow can be volatile and may be insufficient to cover debt
                                            service on the loan at any given time.

                                            Repayment of loans secured by residential cooperative properties
                                            typically depends upon the payments received by the cooperative
                                            corporation from its tenants/shareholders.

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

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

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

                                            o    the proximity and attractiveness of competing properties;

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

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

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

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

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

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



                                      S-40




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

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

                                            o    an increase in vacancy rates; and

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

                                            Other factors are more general in nature, such as:

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

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

                                            o    demographic factors;

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

                                            o    changes in consumer tastes and preferences; and

                                            o    retroactive changes in building codes.

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

                                            o    the length of tenant leases;

                                            o    the creditworthiness of tenants;

                                            o    the level of tenant defaults;

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

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

                                            o    rent control and stabilization laws;

                                            o    the number and diversity of tenants;

                                            o    the rate at which new rentals occur; and

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



                                      S-41





                                            A decline in the real estate market or in the financial condition of
                                            a major tenant will tend to have a more immediate effect on the net
                                            operating income of properties with short-term revenue sources (such
                                            as short-term or month-to-month leases) and may lead to higher rates
                                            of delinquency or defaults under mortgage loans secured by those
                                            properties.

                                            If a mortgage loan defaults and the related mortgaged property is
                                            foreclosed upon or otherwise disposed of, there can be no assurance
                                            that the proceeds from such foreclosure or other disposition will be
                                            sufficient to repay the mortgage loan, and there may be losses
                                            realized from such foreclosure or disposition, and in some cases a
                                            mortgaged property may ultimately have to be deeded back to the trust
                                            after work-out efforts.

SEASONED MORTGAGE LOANS SECURED BY
OLDER MORTGAGED PROPERTIES PRESENT
ADDITIONAL RISKS OF REPAYMENT.............  Two mortgage loans, representing 0.6% of the initial outstanding pool
                                            balance (which are in loan group 1, representing 0.7% 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 associated
                                            with seasoned mortgage loans that are not present, or present to a
                                            lesser degree, with more recently originated mortgage loans. For
                                            example,

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

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

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

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

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

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

THE PROSPECTIVE PERFORMANCE OF THE
COMMERCIAL AND MULTIFAMILY MORTGAGE
LOANS INCLUDED IN THE TRUST SHOULD
BE EVALUATED SEPARATELY FROM THE
PERFORMANCE OF THE MORTGAGE LOANS
IN ANY OF OUR OTHER TRUSTS................  While there may be certain common factors affecting the performance
                                            and value of income-producing real properties in general, those
                                            factors



                                      S-42




                                            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 certificates.

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

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

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



                                      S-43





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

                                            o    zoning or other restrictions also may prevent alternative uses.

                                            The liquidation value of a mortgaged property not readily convertible
                                            to an alternative use may be substantially less than would be the
                                            case if the mortgaged property were readily adaptable to other uses.
                                            If this type of mortgaged property were liquidated and a lower
                                            liquidation value were obtained, less funds would be available for
                                            distributions on your certificates.

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

                                            o    changes in the local, regional or national economy;

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

                                            o    potential environmental legislation or liabilities or other
                                                 legal liabilities;

                                            o    proximity and attractiveness of competing properties;

                                            o    new construction of competing properties in the same market;

                                            o    convertibility of a property to an alternative use;

                                            o    the availability of refinancing;

                                            o    changes in interest rate levels;

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

                                            o    increases in operating costs;

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

                                            o    increase in vacancy rates.

TENANT CONCENTRATION INCREASES THE
RISK THAT CASH FLOW WILL BE
INTERRUPTED WHICH COULD REDUCE
PAYMENTS ON YOUR
CERTIFICATES..............................  A deterioration in the financial condition of a tenant can be
                                            particularly significant if a mortgaged property is leased to a
                                            single or large tenant or a small number of tenants because rent
                                            payable by such tenants generally will represent all or a significant
                                            portion of the cash flow available to the borrower to pay its
                                            obligations to the lender. We cannot provide assurances that any
                                            major tenant will continue to perform its obligations under its
                                            lease. 22 of the mortgaged properties,



                                      S-44




                                            securing 4.0% of the initial outstanding pool balance (and securing
                                            4.7% of the initial outstanding loan group 1 balance), are leased to
                                            single tenants, and with respect to two of those mortgaged
                                            properties, securing 0.3% of the initial outstanding pool balance
                                            (and securing 0.4% of the initial outstanding loan group 1 balance),
                                            the sole tenant is related to the borrower.

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

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

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

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

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

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

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

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

THE RELATED BORROWERS MAY HAVE
DIFFICULTY RE-LEASING
MORTGAGED PROPERTIES .....................  Repayment of mortgage loans secured by retail, office and industrial
                                            properties will be affected by the expiration of leases and the
                                            ability of the related borrowers and property managers to renew the
                                            leases or to relet the space on comparable terms. Certain mortgaged
                                            properties may be leased in whole or in part to government sponsored
                                            tenants who have the right to cancel their leases at any time because
                                            of lack of appropriations. Certain tenants at the retail properties,
                                            including without limitation, anchor tenants, may have the right to
                                            terminate their leases if certain other tenants are not operating, or
                                            if their sales at the property do not reach a specified level. Even
                                            if vacated space is successfully relet, the costs associated with
                                            reletting, including tenant improvements and leasing commissions,
                                            could be substantial and could



                                      S-45





                                            reduce cash flow from the related mortgaged properties. 29 of the
                                            mortgaged properties, securing approximately 42.7% of the initial
                                            outstanding pool balance (excluding multifamily, manufactured
                                            housing, self storage, hospitality and certain other property types)
                                            all of which are in loan group 1 representing 42.7% of the initial
                                            loan group 1 balance (excluding multifamily, manufactured housing,
                                            self storage, hospitality and certain other property types), have
                                            reserves, as of the cut-off date, for tenant improvements and leasing
                                            commissions which may serve to defray those costs. There can be no
                                            assurances, however, that the funds (if any) held in those reserves
                                            for tenant improvements and leasing commissions will be sufficient to
                                            cover the costs and expenses associated with tenant improvements or
                                            leasing commission obligations. In addition, if a tenant defaults in
                                            its obligations to a borrower, the borrower may incur substantial
                                            costs and experience significant delays associated with enforcing
                                            rights and protecting its investment, including costs incurred in
                                            renovating or reletting the property.

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

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

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

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

                                            Seven groups of mortgage loans are made to the same borrower or
                                            borrowers related through common ownership and where, in general, the
                                            related mortgaged properties are commonly managed. The related
                                            borrower concentrations of the three largest groups in the mortgage
                                            pool represent 10.2%, 5.5% and 1.2%, respectively, of the initial
                                            outstanding pool balance. The related borrower concentrations of the
                                            three largest groups exclusively in loan group 1 represent 11.8%,
                                            6.4% and 1.2%, respectively, of the initial outstanding loan group 1
                                            balance. The related borrower concentrations of the two largest
                                            groups



                                      S-46





                                            exclusively in loan group 2 represent 8.6% and 5.8%, respectively, of
                                            the initial outstanding loan group 2 balance.

                                            The largest mortgage loan in the mortgage pool represents 12.2% of
                                            the initial outstanding pool balance. The second largest mortgage
                                            loan in the mortgage pool represents 10.5% of the initial outstanding
                                            pool balance. The third largest mortgage loan in the mortgage pool
                                            represents 7.8% of the initial outstanding pool balance. Each of the
                                            other mortgage loans or groups of crossed mortgage loans represents
                                            no more than 4.7% of the initial outstanding pool balance.

                                            The largest mortgage loan in loan group 1 represents 14.1% of the
                                            initial outstanding loan group 1 balance. The second largest
                                            mortgage loan in loan group 1 represents 12.1% of the initial
                                            outstanding loan group 1 balance. The third largest mortgage loan in
                                            loan group 1 represents 9.0% of the initial outstanding loan group 1
                                            balance. Each of the other mortgage loans or groups of crossed
                                            mortgage loans represents no more than 5.4% of the initial
                                            outstanding loan group 1 balance.

                                            The largest mortgage loan in loan group 2 represents 23.3% of the
                                            initial outstanding loan group 2 balance. The second largest
                                            mortgage loan in loan group 2 represents 16.7% of the initial
                                            outstanding loan group 2 balance. The third largest mortgage loan in
                                            loan group 2 represents 7.2% of the initial outstanding loan group 2
                                            balance. Each of the other mortgage loans represents no more than
                                            6.5% of the initial outstanding loan group 2 balance.

                                            Mortgage Loan No. 1, First Stamford, represents 12.2% of the initial
                                            outstanding pool balance and Mortgage Loan No. 2, Hilton Washington
                                            DC, represents 10.5% of the initial outstanding pool balance, and
                                            therefore, the related property of each of these mortgage loans is a
                                            "significant obligor" as defined in Regulation AB. See Appendix IV
                                            for the description of the significant obligors and certain financial
                                            information thereof.

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

                                            o    office properties represent 33.9%;

                                            o    retail properties represent 18.2%;

                                            o    self storage properties represent 15.3%;

                                            o    multifamily properties represent 13.4% (of which one residential
                                                 cooperative property represents 1.0%);

                                            o    hospitality properties represent 12.1%;

                                            o    industrial properties represent 4.6%;



                                      S-47





                                            o    mixed use properties represent 1.4%;

                                            o    other properties represent 0.9%; and

                                            o    manufactured housing communities represent 0.2%.

                                            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 throughout 38 states and the
                                            District of Columbia (which include 37 states and the District of
                                            Columbia for loan group 1 and 13 states for loan group 2). Mortgage
                                            loans representing 12.3%, 10.6%, 10.5%, 9.0%, 5.7%, 5.6%, 5.2% and
                                            5.0% of the initial outstanding pool balance are secured by mortgaged
                                            properties located in Connecticut, Texas, the District of Columbia,
                                            California, Georgia, New York, Florida and Ohio, respectively, and
                                            concentrations of mortgaged properties, in each case, securing no
                                            more than 3.7% of the initial outstanding pool balance, also exist in
                                            several other states. Mortgaged properties located in California may
                                            be more susceptible to some types of special hazards that may not be
                                            covered by insurance (such as earthquakes) than properties located in
                                            other parts of the country. If a borrower does not have insurance
                                            against those risks and a severe casualty occurs at a mortgaged
                                            property, the borrower may be unable to generate income from the
                                            mortgaged property in order to make payments on the related mortgage
                                            loan. The mortgage loans generally do not require any borrowers to
                                            maintain earthquake insurance.

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

A LARGE CONCENTRATION OF OFFICE
PROPERTIES IN THE MORTGAGE POOL
WILL SUBJECT YOUR INVESTMENT TO
THE SPECIAL RISKS OF OFFICE
PROPERTIES................................  25 of the mortgaged properties, securing mortgage loans representing
                                            33.9% of the initial outstanding pool balance (and representing 39.2%
                                            of the initial outstanding loan group 1 balance), are office
                                            properties.



                                      S-48




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

                                            o    the quality of an office building's tenants;

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

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

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

                                            o    the availability of parking;

                                            o    the desirability of the area as a business location;

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

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

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

                                            Included in the office properties referenced above are 6 medical
                                            office properties, which secure mortgage loans representing
                                            approximately 1.9% of the initial outstanding pool balance
                                            (representing 2.2% of the initial outstanding loan group 1 balance).
                                            The performance of a medical office property may depend on the
                                            proximity of that property to a hospital or other health care
                                            establishment and on reimbursements for patient fees from private or
                                            government-sponsored insurance companies. The sudden closure of a
                                            nearby hospital may adversely affect the value of a medical office
                                            property. In addition, the performance of a medical office property
                                            may depend on reimbursements for patient fees from private or
                                            government-sponsored insurers and issues related to reimbursement
                                            (ranging from non payment to delays in payment) from those insurers
                                            could adversely impact cash flow at the applicable mortgaged
                                            properties. Moreover, medical office properties appeal to a narrow
                                            market of tenants and the value of a medical office property may be
                                            adversely affected by the availability of competing medical office
                                            properties.

A LARGE CONCENTRATION OF RETAIL
PROPERTIES IN THE MORTGAGE POOL
WILL SUBJECT YOUR INVESTMENT TO
THE SPECIAL RISKS OF RETAIL
PROPERTIES................................  48 of the mortgaged properties, securing mortgage loans representing
                                            18.2% of the initial outstanding pool balance (representing 21.0% of
                                            the initial outstanding loan group 1 balance), are retail
                                            properties. The quality and success of a retail property's tenants
                                            significantly affect the



                                      S-49




                                            property's value. The success of retail properties can be adversely
                                            affected by local competitive conditions and changes in consumer
                                            spending patterns. A borrower's ability to make debt service
                                            payments can be adversely affected if rents are based on a percentage
                                            of the tenant's sales and sales decline or if the closure of one
                                            store gives rise to lease provisions permitting the closure of
                                            another store. Additional factors that can affect the success of a
                                            retail property include that certain tenants may have rights to
                                            terminate their leases, the location of the subject property and the
                                            physical condition and amenities of the subject property in relation
                                            to competing buildings.

                                            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. 22 of the
                                            mortgaged properties, securing 10.6% of the initial outstanding pool
                                            balance (representing 12.3% of the initial outstanding loan group 1
                                            balance), are properties considered by the applicable mortgage loan
                                            seller to be occupied by, leased to or adjacent to one or more anchor
                                            tenants.

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

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

                                            o    termination of an anchor store's lease;

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

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

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

                                            Retail properties also face competition from sources outside a given
                                            real estate market. For example, all of the following compete with
                                            more traditional retail properties for consumer dollars:  factory
                                            outlet centers, discount shopping centers and clubs, catalogue
                                            retailers, home shopping networks, internet websites and
                                            telemarketing. Continued growth of these alternative retail outlets,
                                            which often have lower operating costs, could adversely affect the
                                            rents collectible at the retail properties included in the mortgage
                                            pool, as well as the income from, and market value of, the mortgaged
                                            properties. Moreover, additional competing retail properties may be
                                            built in the areas where the retail properties are located, which
                                            could adversely affect the rents collectible at the retail properties
                                            included in the mortgage pool, as well as the income from, and market
                                            value of, the mortgaged properties.



                                      S-50




                                            With respect to Mortgage Loan No. 11, Metroplex Shopping Center,
                                            representing 2.3% of the initial outstanding pool balance (which is
                                            in loan group 1, representing 2.7% of the initial outstanding loan
                                            group 1 balance), rental space comprising approximately 3.3% of the
                                            net rentable square feet of the related Mortgaged Property (which is
                                            an anchored retail property located in San Diego, California) has
                                            recently been leased by the borrower to an abortion clinic.

                                            Because of the controversial nature of abortion in the United States,
                                            the presence of this clinic may have an adverse effect on the
                                            operation of the mortgaged property (including future rental
                                            activities) or the borrower's ability to refinance the mortgage
                                            loan. Individuals and organizations providing abortion services in
                                            the United States have been the target of anti-abortion
                                            demonstrations and incidents of violence and property damage. Any
                                            such incidents may disrupt the operations of other tenants at the
                                            mortgaged property or result in property damage, loss, or liability
                                            claims against the borrower. Although there are various federal and
                                            state laws designed to protect such clinics and their patrons, there
                                            can be no assurance that such laws will prevent negative incidents.

                                            In order to mitigate any potential negative effects from the clinic,
                                            the related mortgage loan seller has obtained a personal indemnity
                                            from Alan Fox, the principal of the borrower, covering any loss,
                                            damage, cost or deficiency suffered by the lender resulting from the
                                            presence or activities of the clinic. Such indemnity will be
                                            assigned by the mortgage loan seller to the trust on the Closing
                                            Date. See Appendix IV Significant Loan Summaries - Metroplex
                                            Shopping Center.

SELF STORAGE PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT YOUR
INVESTMENT TO THE SPECIAL RISK
OF SELF STORAGE PROPERTIES................  63 mortgaged properties, securing mortgage loans representing 15.3%
                                            of the initial outstanding pool balance (and representing 17.7% of
                                            the initial outstanding loan group 1 balance), are self storage
                                            properties.

                                            Self storage properties 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;

                                            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



                                      S-51





                                            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. 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.

MULTIFAMILY PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT YOUR
INVESTMENT TO THE SPECIAL RISKS
OF MULTIFAMILY PROPERTIES.................  24 of the mortgaged properties, securing mortgage loans representing
                                            13.4% of the initial outstanding pool balance (which are in loan
                                            group 2, representing 98.9% of the initial outstanding loan group 2
                                            balance), are multifamily properties.

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

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

                                            o    the location of the property;

                                            o    distance from employment centers and shopping areas;

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

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

                                            o    the property's reputation;

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

                                            o    the presence of competing properties;

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

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

                                            o    in the case of any student housing facilities, which may be more
                                                 susceptible to damage or wear and tear than other types of
                                                 multifamily housing, the reliance on the financial well-being of
                                                 the college or university to which it relates, competition from
                                                 on-campus housing units (which may adversely affect occupancy),
                                                 the



                                      S-52




                                                 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. The limitations and restrictions
                                            imposed by these programs could result in losses on the mortgage
                                            loans. In addition, in the event that the program is cancelled, it
                                            could result in less income for the project. These programs may
                                            include, among others:

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

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

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

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

                                            In addition, multifamily rental properties and manufactured housing
                                            properties are part of a market that, in general, is characterized by
                                            low barriers to entry. Thus, a particular multifamily
                                            rental/manufactured housing property market with historically low
                                            vacancies could



                                      S-53





                                            experience substantial new construction and a resultant oversupply of
                                            rental units within a relatively short period of time. Because
                                            leases with respect to a multifamily rental/manufactured housing
                                            property are typically leased on a short-term basis, the tenants
                                            residing at a particular property may easily move to alternative
                                            multifamily rental/manufactured housing properties with more
                                            desirable amenities or locations or to single family housing.

                                            Some of the mortgaged real properties have tenants that rely on rent
                                            subsidies under various government funded programs, including the
                                            Section 8 Tenant-Based Assistance Rental Certificate Program of the
                                            United States Department Housing and Urban Development. With respect
                                            to certain of the mortgage loans, the borrower may receive subsidies
                                            or other assistance from government programs. The related mortgage
                                            loan seller may have underwritten the related mortgage loan on the
                                            assumption that such assistance will continue. Loss of any
                                            applicable assistance could have an adverse effect on the ability of
                                            the related borrower to make timely payments of debt service. In
                                            addition, the restrictions described above relating to the use of the
                                            related mortgaged real property could reduce the market value of the
                                            related mortgaged real property.

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

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

CONDOMINIUM OWNERSHIP MAY
LIMIT USE AND IMPROVEMENTS................  Certain of the mortgage loans that we intend to include in the
                                            issuing entity are secured by a mortgaged real property that consists
                                            of the related borrower's interest in condominium interests in
                                            buildings and/or other improvements, the related percentage interests
                                            in the common areas and the related voting rights in the condominium
                                            association. Such interests may in some cases constitute less than a
                                            majority of such voting rights. In the case of condominiums, a board of
                                            managers



                                      S-54





                                            generally has discretion to make decisions affecting the condominium
                                            building and there may be no assurance that the borrower under a mortgage
                                            loan secured by one or more interests in that condominium will have any
                                            control over decisions made by the related board of managers. Thus,
                                            decisions made by that board of managers, including regarding assessments to
                                            be paid by the unit owners, insurance to be maintained on the condominium
                                            building and many other decisions affecting the maintenance, repair and, in
                                            the event of a casualty or condemnation, restoration of that building, may
                                            have a significant impact on the mortgage loans in the issuing entity that
                                            are secured by mortgaged real properties consisting of such condominium
                                            interests. There can be no assurance that the related board of managers will
                                            always act in the best interests of the borrower under those mortgage loans.
                                            Further, due to the nature of condominiums, a default under the related
                                            mortgage loan will not allow the applicable special servicer the same
                                            flexibility in realizing on the collateral as is generally available with
                                            respect to properties that are not condominiums. For example, a mortgaged
                                            real property may not be readily convertible due to restrictive covenants
                                            applicable to a mortgaged real property subject to a condominium regime. The
                                            rights of other unit owners, the documents governing the management of the
                                            condominium units and the state and local laws applicable to condominium
                                            units must be considered. Certain transfers of condominium units may require
                                            filings with state agencies or other governmental authorities. In addition,
                                            in the event of a casualty with respect to such a mortgaged real property,
                                            due to the possible existence of multiple loss payees on any insurance
                                            policy covering that mortgaged real property, there could be a delay in the
                                            allocation of related insurance proceeds if any. Consequently, servicing and
                                            realizing upon the collateral described above could subject the
                                            certificateholders to a greater delay, expense and risk than with respect to
                                            a mortgage loan secured by a property that is not a condominium.

RESIDENTIAL COOPERATIVE PROPERTIES
IN THE MORTGAGE POOL WILL SUBJECT
YOUR INVESTMENT TO THE SPECIAL
RISKS OF RESIDENTIAL
COOPERATIVE PROPERTIES....................  One mortgaged property, securing a mortgage loan representing 1.0% of
                                            the initial outstanding pool balance (which is in loan group 2,
                                            representing 7.2% of the initial outstanding loan group 2 balance),
                                            is a residential cooperative property. Various factors may adversely
                                            affect the economic performance of residential cooperative
                                            properties, which could adversely affect payments on your
                                            certificates, including:

                                                 o   the ability of tenants to remain in a cooperative property
                                                     after its conversion from a rental property, at below market
                                                     rents and subject to applicable rent control and
                                                     stabilization laws;

                                                 o   the primary dependence of a borrower upon maintenance
                                                     payments and any rental income from units or commercial
                                                     areas to meet debt service obligations;

                                                 o   the concentration of shares relating to occupied rental
                                                     units of the sponsor, owner or investor after conversion
                                                     from rental housing, which may result in an inability to
                                                     meet debt service obligations on the corporation's mortgage
                                                     loan if the sponsor,



                                      S-55





                                                     owner or investor is unable to make the required maintenance
                                                     payments;

                                                 o   the failure of a borrower to qualify for favorable tax
                                                     treatment as a "cooperative housing corporation" each year,
                                                     which may reduce the cash flow available to make payments on
                                                     the related mortgage loan; and

                                                 o   that, upon foreclosure, in the event a cooperative property
                                                     becomes a rental property, all or certain units at that
                                                     rental property could be subject to rent control,
                                                     stabilization and tenants' rights laws, at below market
                                                     rents, which may affect rental income levels and the
                                                     marketability and sale proceeds of the rental property as a
                                                     whole.

                                            A residential cooperative building and the land under the building
                                            are owned or leased by a non-profit residential cooperative
                                            corporation. The cooperative owns all the units in the building and
                                            all common areas. Its tenants own stock, shares or membership
                                            certificates in the corporation. This ownership entitles the
                                            tenant-stockholders to proprietary leases or occupancy agreements,
                                            which confer exclusive rights to occupy specific units. Generally,
                                            the tenant-stockholders make monthly maintenance payments which
                                            represent their share of the cooperative corporation's mortgage loan
                                            payments, real property taxes, maintenance, contributions to reserves
                                            and other expenses, less any income the corporation may receive.
                                            These payments are in addition to any payments of principal and
                                            interest the tenant-stockholder may be required to make on any loans
                                            secured by its shares in the cooperative.

                                            With respect to the residential cooperative mortgage loans, due to
                                            attributes particular to residential housing cooperatives, certain
                                            information presented with respect to such mortgage loans differs
                                            from that presented for other mortgage loans included in the trust.
                                            Several of these differences are particularly relevant to your
                                            consideration of an investment in the offered certificates. In
                                            particular, the manner in which loan-to-value ratios and debt service
                                            coverage ratios for the residential cooperative mortgage loans by
                                            have been calculated differs from the manner in which loan-to-value
                                            ratios and debt service coverage ratios are calculated for other
                                            mortgage loans included in the trust. For example, for purposes of
                                            determining the debt service coverage ratio for a residential
                                            cooperative mortgage loan, the underwritable cash flow for the
                                            residential cooperative property is based on projected net operating
                                            income at the property, as determined by an appraisal, assuming that
                                            the property was operated as a rental property with rents set at
                                            prevailing market rates (taking into account the presence of existing
                                            rent-controlled or rent-stabilized occupants), reduced by
                                            underwritten capital expenditures, property operating expenses, a
                                            market-rate vacancy assumption and projected reserves. The
                                            loan-to-value ratio and debt service coverage ratio determined for
                                            such a residential cooperative mortgage loan may differ from the
                                            loan-to-value ratio and debt service coverage ratio that would have
                                            been determined for such residential cooperative mortgage loan had a
                                            different methodology (including the methodology used for calculating
                                            such values with respect to the remaining mortgage loans in the
                                            issuing entity) been used. In addition, due to the specialized
                                            nature of residential housing cooperatives, certain information
                                            presented in and shown on Appendix II to this prospectus supplement
                                            with respect to



                                      S-56





                                            mortgage loans (other than the residential cooperative mortgage
                                            loans) is not presented with respect to the residential cooperative
                                            mortgage loans sold to the Depositor for inclusion in the trust and
                                            is, instead, reflected as not applicable.

                                            In certain instances, an apartment building or a portion thereof and
                                            the land thereunder may be converted to the condominium form of
                                            ownership, and thereby be divided into 2 or more condominium units.
                                            Generally, in those instances, the non-profit cooperative corporation
                                            does not own the entire apartment building and the land under the
                                            building, but rather owns a single condominium unit that generally
                                            comprises the residential portions of that apartment building. The
                                            other condominium units in that apartment building will generally
                                            comprise commercial space and will generally be owned by persons or
                                            entities other than the non-profit cooperative corporation. In
                                            instances where an apartment building has been converted to the
                                            condominium form of ownership, certain of the common areas in that
                                            building may be owned by the non-profit cooperative corporation and
                                            other common areas (often including the land under the building) may
                                            constitute common elements of the condominium, which common elements
                                            are owned in common by the non-profit cooperative corporation and the
                                            owners of the other condominium units. Where the apartment building
                                            has been submitted to the condominium form of ownership, each
                                            condominium unit owner will be directly responsible for the payment
                                            of real estate taxes on that owner's unit. Certain specified
                                            maintenance and other obligations, including hazard and liability
                                            insurance premiums, may not be the direct responsibility of the
                                            non-profit cooperative corporation but rather will be the
                                            responsibility of the condominium board of managers. The ability of
                                            the condominium board of managers to pay certain expenses of the
                                            building will be dependent upon the payment by all condominium unit
                                            owners of common charges assessed by the condominium board of
                                            managers.

A LARGE CONCENTRATION OF
HOSPITALITY PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT YOUR
INVESTMENT TO THE SPECIAL RISKS
OF HOSPITALITY PROPERTIES.................  Seven of the mortgaged properties, securing mortgage loans
                                            representing 12.1% of the initial outstanding pool balance (and
                                            representing 14.0% 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 of a hotel property to 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);



                                      S-57





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

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

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

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

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

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

                                            A mortgage loan secured by hotel property may be affiliated with a
                                            franchise company through a franchise agreement or a hotel management
                                            company through a management agreement. The performance of a hotel
                                            property affiliated with a franchise or hotel management company
                                            depends in part on:

                                            o    the continued existence, reputation and financial strength of
                                                 the franchisor or hotel management company,

                                            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. In addition, certain franchise
                                            agreements may not be automatically assignable to subsequent holders
                                            of the mortgage loan, and there can be no assurance that such 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.



                                      S-58




                                            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.

INDUSTRIAL PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT YOUR
INVESTMENT TO THE SPECIAL RISKS
OF INDUSTRIAL PROPERTIES..................  13 of the mortgaged properties, securing mortgage loans representing
                                            4.6% of the initial outstanding pool balance (and representing 5.4%
                                            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 other use;

                                            o    a change in the proximity of supply sources; and

                                            o    environmental hazards.

MANUFACTURED HOUSING COMMUNITY
PROPERTIES IN THE MORTGAGE POOL
WILL SUBJECT YOUR INVESTMENT TO
THE SPECIAL RISKS OF MANUFACTURED
HOUSING COMMUNITY PROPERTIES..............  One mortgaged property, securing a mortgage loan representing 0.2% of
                                            the initial outstanding pool balance (which is in loan group 2,
                                            representing 1.1% of the initial outstanding loan group 2 balance),
                                            is a manufactured housing community property. 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;



                                      S-59




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

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

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

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

                                            o    the property's reputation;

                                            o    the quality of management;

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

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

LEASEHOLD INTERESTS ENTAIL CERTAIN
RISKS WHICH MAY ADVERSELY AFFECT
PAYMENTS ON YOUR CERTIFICATES.............  Two of the mortgaged properties, securing mortgage loans representing
                                            2.6% of the initial outstanding pool balance (which properties are in
                                            loan group 1, securing mortgage loans representing 3.0% of the
                                            initial outstanding loan group 1 balance), are subject to a first
                                            mortgage lien on a leasehold interest under a ground lease. In
                                            circumstances where both the fee and leasehold interest in the entire
                                            mortgaged property are encumbered, we have treated that as simply an
                                            encumbered fee interest. However, a ground lessor's execution of a
                                            mortgage over its fee interest to secure the ground lessee's debt may
                                            be subject to challenge as a fraudulent conveyance. Among other
                                            things, a legal challenge to the granting of such lien may focus on
                                            the benefit realized by the ground lessor from the related mortgage
                                            loan. If a court concluded that the ground lessor's granting of the
                                            mortgage was an avoidable fraudulent conveyance, it might take
                                            actions detrimental to the holders of the offered certificates,
                                            including, under certain circumstances, invalidating the mortgage
                                            over the ground lessor's fee interest.

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



                                      S-60





                                            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 that right.
                                            If both the lessor and the lessee/borrowers are involved in
                                            bankruptcy proceedings, the trustee may be unable to enforce the
                                            bankrupt lessee/borrower's right to refuse to treat a ground lease
                                            rejected by a bankrupt lessor as terminated. In those circumstances,
                                            a lease could be terminated notwithstanding lender protection
                                            provisions contained therein or in the mortgage.

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

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



                                      S-61




TENANCIES IN COMMON MAY
HINDER RECOVERY...........................  Borrowers under 14 mortgage loans, representing 18.3% of the initial
                                            outstanding pool balance, currently own, or are permitted to own, the
                                            related mortgaged property as tenants-in-common. In general, with
                                            respect to a tenant-in-common ownership structure, each
                                            tenant-in-common owns an undivided interest in the property and if a
                                            tenant-in-common desires to sell its interest in the property (and is
                                            unable to find a buyer or otherwise needs to force a partition) the
                                            tenant-in-common has the ability to request that a court order a sale
                                            of the property and distribute the proceeds to each tenant-in-common
                                            proportionally.

                                            The bankruptcy, dissolution or action for partition by one or more of
                                            the tenants-in-common could result in an early repayment of the
                                            related mortgage loan, a significant delay in recovery against the
                                            tenant-in-common mortgagors, a material impairment in property
                                            management and a substantial decrease in the amount recoverable upon
                                            the related mortgage loan. In some cases, the related mortgage loan
                                            documents provide for full recourse to the related tenant-in-common
                                            borrower or the guarantor if a tenant-in-common files for partition
                                            or bankruptcy. In some cases, the related tenant-in-common borrower
                                            waived its right to partition, reducing the risk of partition.
                                            However, there can be no assurance that, if challenged, this waiver
                                            would be enforceable. In addition, in some cases the related
                                            mortgage loan documents provide for full recourse or personal
                                            liability for losses as to the related tenant in common borrowers and
                                            the guarantor or for the occurrence of an event of default under such
                                            mortgage loan documents if a tenant in common files for partition.
                                            In most cases, the related tenant-in-common borrower is a special
                                            purpose entity (in some cases bankruptcy-remote), reducing the risk
                                            of bankruptcy. The tenant-in-common structure may cause delays in
                                            the enforcement of remedies because each time a tenant-in-common
                                            borrower files for bankruptcy, the bankruptcy court stay will be
                                            reinstated. There can be no assurance that a bankruptcy proceeding
                                            by a single tenant-in-common borrower will not delay enforcement of
                                            this mortgage loan.

TENANT BANKRUPTCY MAY ADVERSELY
AFFECT THE INCOME PRODUCED BY THE
PROPERTY AND MAY ADVERSELY AFFECT THE
PAYMENTS ON YOUR CERTIFICATES.............  Certain tenants at some of the mortgaged properties may have been,
                                            may currently be or may in the future become a party to a bankruptcy
                                            proceeding. The bankruptcy or insolvency of a major tenant, or a
                                            number of smaller tenants, in retail, industrial and office
                                            properties may adversely affect the income produced by the property.
                                            Under the federal bankruptcy code, a tenant/debtor has the option of
                                            affirming or rejecting any unexpired lease. If the tenant rejects
                                            the lease, the landlord's claim for breach of the lease would be a
                                            general unsecured claim against the tenant, absent collateral
                                            securing the claim. The claim would be limited to the unpaid rent
                                            under the lease for the periods prior to the bankruptcy petition, or
                                            earlier surrender of the leased premises, plus the rent under the
                                            lease for the greater of 1 year, or 15%, not to exceed 3 years, of
                                            the remaining term of the lease. The actual amount of the recovery
                                            could be less than the amount of the claim.



                                      S-62




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.

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

                                            With respect to the mortgaged properties for which environmental site
                                            assessments (or updates of previous assessments), were prepared on or
                                            after November 2, 2006 (or, for one mortgaged property, securing a
                                            mortgage loan representing 0.2% of the initial outstanding pool
                                            balance, October 21, 2005), which assessments were prepared for each
                                            mortgaged property in the trust, the related mortgage loan seller
                                            will represent to us that, as of the cut-off date and subject to
                                            certain specified exceptions, it has no knowledge of any material and
                                            adverse environmental condition or circumstance affecting the
                                            applicable mortgaged property that was not disclosed in the
                                            assessment.



                                      S-63





                                            The environmental assessments generally did not disclose the presence
                                            or risk of environmental contamination that is considered materially
                                            adverse to the interests of the holders of the certificates and the
                                            value of the mortgage loan; however, in certain cases, these
                                            assessments did reveal conditions that resulted in requirements that
                                            the related borrowers establish operations and maintenance plans,
                                            monitor the mortgaged property or nearby properties, abate or
                                            remediate the condition, establish a reserve fund at the origination
                                            of the mortgage loan, provide additional security such as letters of
                                            credit or stand-alone secured creditor impaired property policies,
                                            and/or take other actions necessary to address such adverse
                                            conditions. We cannot assure you, however, that any environmental
                                            assessments revealed or accurately quantified all existing or
                                            potential environmental risks or that all adverse environmental
                                            conditions have been completely abated or remediated or that any
                                            reserves, insurance or operations and maintenance plans will be
                                            sufficient to remediate the environmental conditions. Moreover, we
                                            cannot assure you that:  (i) future laws, ordinances or regulations
                                            will not impose any material environmental liability; or (ii) the
                                            current environmental condition of the mortgaged properties will not
                                            be adversely affected by tenants or by the condition of land or
                                            operations in the vicinity of the mortgaged properties (such as any
                                            leaking underground storage tanks).

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

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

                                            Before the applicable 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




                                      S-64




                                            likelihood that the trust will become liable under any environmental
                                            law. However, this requirement may effectively preclude foreclosure
                                            until a satisfactory environmental assessment is obtained, or until
                                            any required remedial action is thereafter taken. There is
                                            accordingly some risk that the mortgaged property will decline in
                                            value while this assessment is being obtained. Moreover, we cannot
                                            assure you that this requirement will effectively insulate the trust
                                            from potential liability under environmental laws. Any such
                                            potential liability could reduce or delay payments to the
                                            certificateholders.

IF A BORROWER IS UNABLE TO REPAY
ITS LOAN ON ITS MATURITY
DATE, YOU MAY EXPERIENCE A LOSS...........  125 of the mortgage loans (including hyperamortizing mortgage loans),
                                            representing 98.4% of the initial outstanding pool balance (which
                                            include 104 mortgage loans in loan group 1, representing 98.1% of the
                                            initial outstanding loan group 1 balance, and 21 mortgage loans in
                                            loan group 2, representing 100% of the initial outstanding loan group
                                            2 balance), are balloon loans. 14 of these mortgage loans,
                                            representing 11.6% of the initial outstanding pool balance (which are
                                            in loan group 1, representing 13.4% 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. For purposes of this prospectus supplement, we
                                            consider a mortgage loan to be a "balloon loan" if its principal
                                            balance is not scheduled to be fully or substantially amortized by
                                            the loan's respective anticipated repayment date (in the case of a
                                            hyperamortizing loan) or maturity date. We cannot assure you that
                                            each borrower will have the ability to repay the principal balance
                                            outstanding on the pertinent date, especially under a scenario where
                                            interest rates have increased from the historically low interest
                                            rates in effect at the time that most of the mortgage loans were
                                            originated. Balloon loans involve greater risk than fully amortizing
                                            loans because the borrower's ability to repay the loan on its
                                            anticipated repayment date or maturity date typically will depend
                                            upon its ability either to refinance the loan or to sell the
                                            mortgaged property at a price sufficient to permit repayment. A
                                            borrower's ability to achieve either of these goals will be affected
                                            by a number of factors, including:

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

                                            o    prevailing interest rates;

                                            o    the fair market value of the related mortgaged property;

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

                                            o    the borrower's financial condition;

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

                                            o    tax laws; and



                                      S-65





                                            o    prevailing general and regional economic conditions.

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

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

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

                                            Mortgage Loan No. 103, The Tower, representing 0.2% of the initial
                                            outstanding pool balance, represents a note with an outstanding
                                            principal balance as of the Cut-off Date of $3,188,314 that is
                                            secured by the mortgaged property on a pari passu basis with another
                                            note that is not included in the trust. The non-pooled pari passu
                                            note had an outstanding principal balance as of the Cut-off Date of
                                            $8,829,177. The non-pooled pari passu note has the same interest
                                            rate, maturity date and amortization term as the related pooled
                                            mortgage loan. For purposes of the information presented in this
                                            prospectus supplement with respect to The Tower mortgage loan, the
                                            Underwritten NOI, Underwritable Cash Flow, NOI DSCR, NCF DSCR,
                                            Cut-off Date LTV, Balloon LTV and Cut-off Date Balance per Unit or
                                            SF, reflect the aggregate indebtedness evidenced by the pooled and
                                            non-pooled portions of The Tower loan. See Appendix IV for more
                                            details.

                                            Mortgage Loan No. 2, Hilton Washington DC, representing 10.5% of the
                                            initial outstanding pool balance, represents the senior financing
                                            interest in an A/B/C/C/C note loan structure which may total up to
                                            $325,600,000 (including future funding advances that may be made
                                            under the subordinate notes). The subordinate notes have an
                                            aggregate outstanding principal balance as of the Cut-off Date of
                                            $7,500,000 and they are not included in the trust. The subordinate
                                            notes have future funding obligations for up to $103,100,000 for the
                                            renovations of the Mortgaged Property (which is a hotel property),
                                            including, without limitation, construction of a junior ballroom,
                                            subject to the conditions set forth in the loan documents. The
                                            subordinate notes consist of (i) a subordinate "B" floating rate note
                                            in the maximum principal amount of $71,900,000 (with a current
                                            outstanding principal balance of $4,875,678), (ii) a subordinate
                                            "C-1" floating rate note in the maximum principal amount of
                                            $19,350,000 (with a current outstanding principal balance of
                                            $1,312,161), (iii) a subordinate "C-2" floating rate note in the
                                            maximum principal amount of $9,675,000 (with a current outstanding
                                            principal balance of $656,080.50), and (iv) a subordinate "C-3"
                                            floating rate note in the maximum principal amount of $9,675,000
                                            (with a current outstanding principal balance of $656,080.50). The
                                            aggregate Cut-off Date LTV and Balloon LTV based on the potential
                                            $325,600,000 maximum first mortgage debt are each 111.9% based on the
                                            "As-Is" appraised value of $291,000,000.



                                      S-66




                                            Assuming the "Stabilized" value of $466,000,000 (as of March 1,
                                            2011), the aggregate Cut-off Date LTV and Balloon LTV based on the
                                            potential $325,600,000 maximum first mortgage debt are each 69.9%.
                                            The "Stabilized" value assumes the planned renovations are complete
                                            and utilizes an ADR of $239.30 and occupancy of 72.0%. The aggregate
                                            underwritten DSCR based on the potential $325,600,000 maximum first
                                            mortgage debt is 1.05x (assuming a LIBOR of 5.50% at all times with
                                            respect to the four subordinate notes). See "Description of the
                                            Mortgage Pool -- Serviced Companion Loans -- Hilton Washington DC
                                            Mortgage Loan" and "Appendix II - Certain Characteristics of the
                                            Mortgage Loans - Mortgage Loan No. 2, Hilton Washington DC."

                                            Mortgage Loan No. 76, Hampton Inn - Brunswick, GA, representing 0.3%
                                            of the initial outstanding pool balance, represents the senior
                                            financing interest in an A/B note loan structure which totals
                                            $5,506,131. The subordinate note has an outstanding principal
                                            balance as of the Cut-off Date of $345,000 and it is not included in
                                            the trust. The aggregate LTV of the mortgage loan and the
                                            subordinate note is 79.5% and the aggregate underwritten DSCR based
                                            on the debt of the mortgage loan and the subordinate note is 1.50x.

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

                                            Four mortgage loans, representing 2.1% of the initial outstanding
                                            balance (which include one mortgage loan in loan group 1,
                                            representing 0.3% of the initial outstanding loan group 1 balance,
                                            and three mortgage loans in loan group 2, representing 13.6% of the
                                            initial outstanding loan group 2 balance), permit the borrower to
                                            enter into additional financing that is secured by the related
                                            mortgaged property.

                                            Seven mortgage loans, representing 21.6% of the initial outstanding
                                            pool balance (which are in loan group 1, representing 25.0% of the
                                            initial outstanding loan group 1 balance), permit future mezzanine
                                            debt to be incurred upon the satisfaction of certain conditions.

                                            Ten mortgage loans, representing 18.1% of the initial outstanding
                                            pool balance (which include nine mortgage loans in loan group 1,
                                            representing 19.9% of the initial outstanding loan group 1 balance,
                                            and one mortgage loan in loan group 2, representing 7.2% of the
                                            initial outstanding loan group 2 balance), permit the borrower to
                                            enter into additional financing that is not secured by the related
                                            mortgaged property.



                                      S-67




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

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

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

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

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



                                      S-68





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

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

BANKRUPTCY PROCEEDINGS RELATING TO
A BORROWER CAN RESULT IN
DISSOLUTION OF THE BORROWER AND
THE ACCELERATION OF THE RELATED
MORTGAGE LOAN AND CAN OTHERWISE
ADVERSELY IMPACT REPAYMENT OF THE
RELATED MORTGAGE LOAN.....................  Under the federal bankruptcy code, the filing of a bankruptcy
                                            petition by or against a borrower will stay a sale of real property
                                            owned by that borrower, as well as the commencement or continuation
                                            of a foreclosure action. In addition, if a court determines that the
                                            value of the mortgaged property is less than the principal balance of
                                            the mortgage loan it secures, the court may reduce the amount of
                                            secured indebtedness to the then-current value of the mortgaged
                                            property. Such an action would make the lender a general unsecured
                                            creditor for the 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-69




                                            lender may be subordinated to financing obtained by a
                                            debtor-in-possession subsequent to its bankruptcy.

                                            The filing of a bankruptcy petition will also stay the lender from
                                            enforcing a borrower's assignment of rents and leases. The federal
                                            bankruptcy code also may interfere with the trustee's ability to
                                            enforce any lockbox requirements. The legal proceedings necessary to
                                            resolve these issues can be time consuming and costly and may
                                            significantly delay or reduce the lender's receipt of rents. A
                                            bankruptcy court may also permit rents otherwise subject to an
                                            assignment and/or lockbox arrangement to be used by the borrower to
                                            maintain the mortgaged property or for other court authorized
                                            expenses.

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

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

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

CERTAIN OF THE MORTGAGE LOANS WERE
NOT SPECIFICALLY ORIGINATED
FOR SECURITIZATION........................  Certain of the mortgage loans were not originated specifically for
                                            securitization, and generally those mortgage loans lack many
                                            provisions which are customary in mortgage loans intended for
                                            securitization. Generally, the borrowers with respect to these
                                            mortgage loans are not required to make payments to lockboxes or to
                                            maintain reserves for certain expenses, such as taxes, insurance
                                            premiums, capital expenditures, tenant improvements and leasing
                                            commissions, and the lenders under these mortgage loans do not have
                                            the right to terminate the related property manager upon the
                                            occurrence of certain events or require lender approval of a
                                            replacement property manager.

BORROWERS THAT ARE NOT SPECIAL
PURPOSE ENTITIES MAY BE MORE
LIKELY TO FILE BANKRUPTCY
PETITIONS AND THIS MAY ADVERSELY
AFFECT PAYMENTS ON
YOUR CERTIFICATES.........................  While many of the borrowers have agreed to certain special purpose
                                            covenants to limit the bankruptcy risk arising from activities
                                            unrelated to the operation of the property, some borrowers
                                            (including, but not limited to, the borrower with respect to a
                                            mortgage loan secured by a residential cooperative property) are not
                                            special purpose entities. The



                                      S-70





                                            loan documents and organizational documents of these borrowers that
                                            are not special purpose entities generally do not limit the purpose
                                            of the borrowers to owning the mortgaged properties and do not
                                            contain the representations, warranties and covenants customarily
                                            employed to ensure that a borrower is a special purpose entity (such
                                            as limitations on indebtedness, affiliate transactions and the
                                            conduct of other businesses, restrictions on the borrower's ability
                                            to dissolve, liquidate, consolidate, merge or sell all of its assets
                                            and restrictions upon amending its organizational documents).
                                            Consequently, these borrowers may have other monetary obligations,
                                            and certain of the loan documents provide that a default under any
                                            such other obligations constitutes a default under the related
                                            mortgage loan. In addition, many of the borrowers and their owners
                                            do not have an independent director whose consent would be required
                                            to file a bankruptcy petition on behalf of the applicable borrower.
                                            One of the purposes of an independent director is to avoid a
                                            bankruptcy petition filing that is intended solely to benefit a
                                            borrower's affiliate and is not justified by the borrower's own
                                            economic circumstances. Therefore, the borrowers described above may
                                            be more likely to file or be subject to voluntary or involuntary
                                            bankruptcy petitions which may adversely affect payments on your
                                            certificates.

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

                                            o    responding to changes in the local market;

                                            o    planning and implementing the rental structure;

                                            o    operating the property and providing building services;

                                            o    managing operating expenses; and

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

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

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

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



                                      S-71





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

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

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

ENFORCEABILITY OF
CROSS-COLLATERALIZATION PROVISIONS
MAY BE CHALLENGED AND THE BENEFITS
OF THESE PROVISIONS MAY OTHERWISE
BE LIMITED AND MAY ADVERSELY
AFFECT PAYMENTS
ON YOUR CERTIFICATES......................  The mortgage pool includes three groups of mortgage loans,
                                            representing 7.9% of the initial outstanding pool balance (which
                                            loans are in loan group 1, representing 9.1% of the initial
                                            outstanding loan group 1 balance), under which an aggregate amount of
                                            indebtedness is evidenced by multiple obligations that are
                                            cross-defaulted and cross-collateralized among multiple mortgaged
                                            properties or by the obligations of multiple borrowers that are
                                            liable on a joint and several basis.

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

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

                                            o    the related borrower did not receive fair consideration or
                                                 reasonably equivalent value when it allowed its mortgaged real



                                      S-72





                                                 property or properties to be encumbered by a lien benefiting the
                                                 other borrowers; and

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

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

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

                                            o    the overall cross-collateralization.

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

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

                                            Moreover, certain mortgage loans may be secured by mortgaged
                                            properties located in various states. Foreclosure actions are
                                            brought in state court and the courts of one state cannot exercise
                                            jurisdictions 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.

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



                                      S-73




                                            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
                                            be material or have obtained policy endorsements and/or law and
                                            ordinance insurance to mitigate the risk of loss associated with any
                                            material violation or noncompliance. In some cases, the use,
                                            operation and/or structure of a mortgaged property constitutes a
                                            permitted nonconforming use and/or structure as a result of changes
                                            in zoning laws after those mortgaged properties were constructed and
                                            the structure may not be rebuilt to its current state or be used for
                                            its current purpose if a material casualty event occurs. Insurance
                                            proceeds may not be sufficient to pay the mortgage loan in full if a
                                            material casualty event were to occur, or the mortgaged property, as
                                            rebuilt for a conforming use, may not generate sufficient income to
                                            service the mortgage loan and the value of the mortgaged property or
                                            its revenue



                                      S-74





                                            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.

                                            With respect to Mortgage Loan No. 78, Siete Shopping Center, the City
                                            of Phoenix has notified the related borrower of a parking shortfall
                                            related zoning violation at the mortgaged property arising from the
                                            conversion of retail space to a nightclub use. The matter is
                                            currently in litigation. A $64,000 escrow was required at closing
                                            and a non-recourse carve-out was obtained for related losses from the
                                            warm body guarantor. See also "Risk Factors--Litigation or Other
                                            Legal Proceedings Could Adversely Affect Mortgage Loans."

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

IMPACT OF TERRORIST ATTACKS AND
MILITARY OPERATIONS ON THE
FINANCIAL MARKETS AND
YOUR INVESTMENT...........................  On September 11, 2001, the United States was subjected to multiple
                                            terrorist attacks, resulting in the loss of many lives and massive
                                            property damage and destruction in New York City, the Washington,
                                            D.C. area and Pennsylvania. It is impossible to predict whether, or
                                            the extent to which, future terrorist activities may occur in the
                                            United States.



                                      S-75





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

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

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

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

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

                                            In light of the September 11, 2001 terrorist attacks in New York
                                            City, the Washington, D.C. area and Pennsylvania, the comprehensive
                                            general liability and business interruption or rent loss insurance
                                            policies required by typical mortgage loans, which are generally
                                            subject to periodic renewals during the term of the related mortgage
                                            loans, have been affected. To give time for private markets to
                                            develop a pricing mechanism and to build capacity to absorb future
                                            losses that may occur due to terrorism, on November 26, 2002 the
                                            Terrorism Risk Insurance Act of 2002 was enacted, which established
                                            the Terrorism Insurance Program. Under the Terrorism Insurance
                                            Program, the federal government shares in the risk of loss associated
                                            with certain future terrorist acts.



                                      S-76




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

                                            In addition, with respect to any act of terrorism that occurs in
                                            2007, no compensation is 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.

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

                                            Certain of the mortgage loans may be secured by mortgaged properties
                                            that are not insured for acts of terrorism. In addition, certain
                                            mortgage loans may provide that if the Terrorism Risk Insurance Act
                                            of 2002, as amended is no longer in effect, terrorism insurance is
                                            only required to the extent that such insurance can be purchased for
                                            a premium specified in the loan documents. If 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.



                                      S-77





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

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

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

ENGINEERING REPORTS MAY NOT
REFLECT ALL CONDITIONS THAT
REQUIRE REPAIR ON THE PROPERTY............  Licensed engineers generally inspected the mortgaged properties and
                                            prepared engineering reports in connection with the origination,
                                            acquisition or securitization of the mortgage loans to assess items
                                            such as structure, exterior walls, roofing, interior construction,
                                            mechanical and electrical systems and general condition of the site,
                                            buildings and other improvements.

                                            With respect to the mortgaged properties for which engineering
                                            reports were prepared on or after November 1, 2006 (or, for one
                                            mortgaged property, securing a mortgage loan representing 0.2% of the
                                            initial outstanding principal balance, January 6, 2006), relating to
                                            each mortgaged property, the related mortgage loan seller will
                                            represent to us that, except as disclosed in the related report and
                                            subject to certain specified exceptions, each mortgaged property, to
                                            the applicable



                                      S-78




                                            mortgage loan seller's knowledge, is free and clear of any damage (or
                                            adequate reserves have been established) that would materially and
                                            adversely affect its value as security for the related mortgage
                                            loan. With respect to 3 mortgaged properties (Mortgage Loan No. 40,
                                            Kmart Shopping Plaza - Sayville, Mortgage Loan No. 121, Capital One -
                                            San Antonio, and Mortgage Loan No. 109, Woodmere CVS Ground Lease),
                                            engineering reports were not required.

                                            We cannot assure you that all conditions requiring repair or
                                            replacement were identified. In those cases where a material and
                                            adverse condition was identified, that condition generally has been
                                            or is required to be remedied to the related mortgage loan seller's
                                            satisfaction or funds as deemed necessary by the applicable mortgage
                                            loan seller, or the related engineering consultant, have been
                                            reserved to remedy the material and adverse condition or other
                                            resources for those repairs were available at origination. No
                                            additional property inspections were conducted by us in connection
                                            with the issuance of the certificates.

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

                                            Except as set forth below, for each of the mortgaged properties, the
                                            loan-to-value ratio was calculated according to the methodology
                                            described in this prospectus supplement based on an estimate of value
                                            from a third-party appraisal, which was generally conducted on or
                                            after August 31, 2006 (or, for one mortgaged property, securing a
                                            mortgage loan representing 0.2% of the initial outstanding pool
                                            balance, November 18, 2005). See the footnotes to Appendix II of
                                            this prospectus supplement.

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



                                      S-79





                                            realized losses are allocated to the class outstanding at any time
                                            with the lowest payment priority and principal on the certificates
                                            entitled to principal is generally payable in sequential order or
                                            alphabetical order (it being understood that realized losses will be
                                            allocated first, to the Class A-J Certificates, and then, to the
                                            Class A-M Certificates), with those classes generally not being
                                            entitled to receive principal until the preceding class or classes
                                            entitled to receive principal have been retired.

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

THE OPERATION OF A MORTGAGED
PROPERTY FOLLOWING FORECLOSURE OF
THE MORTGAGE LOAN MAY AFFECT THE
TAX STATUS OF THE TRUST AND MAY
ADVERSELY AFFECT PAYMENTS ON YOUR
CERTIFICATES..............................  If the trust acquires a mortgaged property as a result of a
                                            foreclosure or deed in lieu of foreclosure, the applicable special
                                            servicer will generally retain an independent contractor to operate
                                            the property. The independent contractor would only be permitted to
                                            renovate or perform construction work on a foreclosed mortgaged
                                            property if such construction was at least 10% completed when default
                                            on the related mortgage loan became imminent. In addition, any net
                                            income from operations other than qualifying "rents from real
                                            property," or any rental income based on the net profits of a tenant
                                            or a sub-tenant or allocable to a non-customary service, will subject
                                            the trust to a federal tax on such income at the highest marginal
                                            corporate tax rate, which is currently 35%, and, in addition,
                                            possible state or local tax. In this event, the net proceeds
                                            available for distribution on your certificates will be reduced. The
                                            applicable 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



                                      S-80




                                            mortgaged properties. Such state or local taxes may reduce net
                                            proceeds available for distribution with respect to the offered
                                            certificates.

STATE LAWS APPLICABLE TO
FORECLOSURE ACTIONS MAY AFFECT THE
TIMING OF PAYMENTS ON
YOUR CERTIFICATES.........................  Some states, including California, have laws prohibiting more than
                                            one "judicial action" to enforce a mortgage obligation. Some courts
                                            have construed the term "judicial action" broadly. In the case of
                                            any mortgage loan secured by mortgaged properties located in multiple
                                            states, the applicable master servicer or the applicable 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......................  Seven 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 five
                                            groups of mortgage loans exclusively in loan group 1 and two groups
                                            of mortgage loans exclusively in loan group 2; of these seven groups,
                                            the three largest groups represent 10.2%, 5.5% and 1.2%,
                                            respectively, of the initial outstanding pool balance). The related
                                            borrower concentrations of the three largest groups exclusively in
                                            loan group 1 represent 11.8%, 6.4% and 1.2%, respectively, of the
                                            initial outstanding loan group 1 balance, and the two largest groups
                                            of mortgage loans exclusively in loan group 2 represent 8.6% and
                                            5.8%, respectively, 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 the related
                                            mortgaged properties to produce sufficient cash flow to make required
                                            payments on the related mortgage loans. For example, if a person
                                            that owns or controls several mortgaged properties experiences
                                            financial difficulty at one of those properties, it could defer
                                            maintenance at one or more other mortgaged properties in order to
                                            satisfy current expenses with respect to the mortgaged property
                                            experiencing financial difficulty, or it could attempt to avert
                                            foreclosure by filing a bankruptcy petition that might have the
                                            effect of interrupting monthly payments for an indefinite period on
                                            all the related mortgage loans.

TENANT LEASES MAY HAVE PROVISIONS
THAT COULD ADVERSELY AFFECT
PAYMENTS ON YOUR
CERTIFICATES..............................  In certain jurisdictions, if tenant leases are subordinate to the
                                            liens created by the mortgage and do not contain attornment
                                            provisions which require the tenant to recognize a successor owner,
                                            following foreclosure, as landlord under the lease, the leases may
                                            terminate upon the transfer of the property to a foreclosing lender
                                            or purchaser at



                                      S-81





                                            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, that mortgaged property could experience a
                                            further decline in value if those tenants' leases were terminated.
                                            This is particularly likely if those tenants were paying above-market
                                            rents or could not be replaced.

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

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

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

INCREASES IN REAL ESTATE TAXES DUE
TO TERMINATION OF A PILOT PROGRAM
OR OTHER TAX ABATEMENT
ARRANGEMENTS MAY REDUCE PAYMENTS TO
CERTIFICATEHOLDERS........................  Certain of the mortgaged properties securing the mortgage loans have
                                            or may in the future have the benefit of reduced real estate taxes
                                            under a local government program of payment in lieu of taxes (often
                                            known as a PILOT program) or other tax abatement arrangements. Some
                                            of



                                      S-82




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

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

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

                                            The debt service coverage ratios set forth in this prospectus
                                            supplement for the mortgage loans and the mortgaged properties vary,
                                            and may vary substantially, from the debt service coverage ratios for
                                            the mortgage loans and the mortgaged properties as calculated
                                            pursuant to the definition of such ratios as set forth in the related
                                            mortgage loan documents. See "Description of The Mortgage
                                            Pool--Additional Mortgage Loan Information" and "Glossary of Terms" for
                                            a discussion of the assumptions used in determining net cash flow.
                                            Neither the depositor nor the underwriters express any opinion as to
                                            the accuracy of the determination of, or the appropriateness or
                                            reasonableness of the assumptions used in determining, net cash flow.

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



                                      S-83





                                            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..............................  The applicable special servicer is given considerable latitude in
                                            determining whether and in what manner to liquidate or modify
                                            defaulted mortgage loans for which it is responsible. The operating
                                            adviser will have the right to replace the applicable special
                                            servicer upon satisfaction of certain conditions set forth in the
                                            pooling and servicing agreement. At any given time, the operating
                                            adviser will be controlled generally by the holders of the most
                                            subordinate, or, if the certificate principal balance thereof is less
                                            than 25% of its original certificate balance, the next most
                                            subordinate, class of certificates, that is, the controlling class,
                                            outstanding from time to time; these holders may have interests in
                                            conflict with those of some or all of the certificateholders. In
                                            addition, the operating adviser will have the right to approve the
                                            determination of customarily acceptable costs with respect to
                                            insurance coverage and the right to advise the applicable special
                                            servicer with respect to certain actions of such special servicer
                                            and, in connection with such rights, may act solely in the interest
                                            of the holders of certificates of the controlling class, without any
                                            liability to any certificateholder. For instance, the holders of
                                            certificates of the controlling class might desire to mitigate the
                                            potential for loss to that class or certificateholder from a troubled
                                            mortgage loan by deferring enforcement in the hope of maximizing
                                            future proceeds. However, the interests of the trust may be better
                                            served by prompt action, since delay followed by a market downturn
                                            could result in less proceeds to the trust



                                      S-84




                                            than would have been realized if earlier action had been taken. In
                                            general, no servicer is required to act in a manner more favorable to
                                            the offered certificates than to the non-offered certificates.

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

                                            In addition, the controlling class with respect to The Tower loan is
                                            the most subordinate class of certificates in another
                                            securitization. The operating adviser will have only the limited
                                            consultation rights with respect to The Tower loan as set forth in
                                            the related co-lender agreement and the 2006-PWR14 pooling and
                                            servicing agreement. See "Description of the Mortgage Pool--Non-Trust
                                            Serviced Pari Passu Loan" and "Servicing of the Mortgage
                                            Loans--Servicing of the Non-Trust Serviced Loan Group."

                                            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 those mortgaged properties.

                                            The activities of the mortgage loan sellers or their affiliates may
                                            involve properties which are in the same markets as the mortgaged
                                            properties underlying the certificates. In such cases, the interests
                                            of each of the mortgage loan sellers or their affiliates may differ
                                            from, and compete with, the interests of the trust, and decisions
                                            made with respect to those assets may adversely affect the amount and
                                            timing of distributions with respect to the certificates. Conflicts
                                            of interest may arise between the trust and each of the mortgage loan
                                            sellers or their affiliates that engage in the acquisition,
                                            development, operation, financing and disposition of real estate if
                                            those mortgage loan sellers



                                      S-85





                                            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 servicers under circumstances where the
                                            interests of the trust conflict with the interests of the mortgage
                                            loan seller or its affiliates as acquirors, developers, operators,
                                            financers or sellers of real estate related assets.

                                            The master servicer for the mortgage loans sold to the trust by
                                            Prudential Mortgage Capital Funding, LLC (other than The Tower
                                            mortgage loan) will be Prudential Asset Resources, Inc., which is an
                                            affiliate of one of the sponsors and mortgage loan sellers.
                                            Prudential Asset Resources, Inc. will also act as special servicer of
                                            the Hilton Washington DC mortgage loan. Prudential Asset Resources,
                                            Inc. as master servicer under the 2006-PWR14 pooling and servicing
                                            agreement, will service The Tower mortgage loan. In addition, the
                                            primary servicer for the mortgage loans sold to the trust by
                                            Principal Commercial Funding II, LLC is Principal Global Investors,
                                            LLC, an affiliate of such mortgage loan seller. The primary servicer
                                            for the mortgage loans sold to the trust by National City Bank is
                                            Capstone Realty Advisors, LLC, an affiliate of such mortgage loan
                                            seller. Capmark Finance Inc., as the master servicer responsible for
                                            servicing the mortgage loans other than the Mortgage loans sold to
                                            the trust by Prudential Mortgage Capital Funding, LLC will delegate
                                            many of its servicing obligations to the applicable primary servicer
                                            for the related mortgage loans pursuant to a primary servicing
                                            agreement. Under these circumstances, Prudential Asset Resources,
                                            Inc. or the primary servicers because they are, or are affiliated
                                            with, mortgage loan sellers, may have interests that conflict with
                                            the interests of the holders of the certificates. However, both the
                                            pooling and servicing agreement and the primary servicing agreements
                                            will provide that the mortgage loans are to be serviced in accordance
                                            with the servicing standard and without regard to any obligation of
                                            any mortgage loan seller to cure a breach of representation or
                                            warranty or repurchase any mortgage loan.

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

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

                                            Additionally, certain of the mortgage loans included in the trust may
                                            have been refinancings of debt previously held by a mortgage loan
                                            seller, or an affiliate or subsidiary of a mortgage loan seller, and
                                            the 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



                                      S-86




                                            subsidiaries, have made and/or may make or have preferential rights
                                            to make loans to, or equity investments in, affiliates of the
                                            borrowers under the mortgage loans.

                                            The depositor is an affiliate of Morgan Stanley Mortgage Capital
                                            Holdings LLC, one of the mortgage loan sellers, sponsors and
                                            originators, and Morgan Stanley & Co. Incorporated, one of the
                                            underwriters. Royal Bank of Canada, one of the mortgage loan
                                            sellers, sponsors and originators, is an affiliate of RBC Capital
                                            Markets Corporation, one of the underwriters.

                                            The Tower mortgage loan will be serviced and administered pursuant to
                                            the 2006-PWR14 pooling and servicing agreement, which provides for
                                            servicing arrangements that are similar but not identical to those
                                            under the pooling and servicing agreement. Consequently, The Tower
                                            mortgage loan will not be serviced and administered pursuant to the
                                            terms of the pooling and servicing agreement. In addition, certain
                                            of the legal and/or beneficial owners of the non-pooled pari passu
                                            note secured by the mortgaged property relating to The Tower mortgage
                                            loan, directly or through representatives, has certain rights under
                                            the 2006-PWR14 pooling and servicing agreement and the related
                                            co-lender agreement that affect the pooled and non-pooled portions of
                                            The Tower loan, including with respect to the servicing thereof and
                                            the appointment of the 2006-PWR14 special servicer with respect
                                            thereto. Those legal and/or beneficial owners may have interests
                                            that conflict with your interests.

PREPAYMENTS MAY REDUCE
THE YIELD ON YOUR CERTIFICATES............  The yield to maturity on your certificates will depend, in
                                            significant part, upon the rate and timing of principal payments on
                                            the mortgage loans. For this purpose, principal payments include
                                            both voluntary prepayments, if permitted, and involuntary
                                            prepayments, such as prepayments resulting from casualty or
                                            condemnation of mortgaged properties, defaults and liquidations by
                                            borrowers, or repurchases as a result of a mortgage loan seller's
                                            material breach of representations and warranties or material defects
                                            in a mortgage loan's documentation. In addition, certain of the
                                            mortgage loans may require that, upon the occurrence of certain
                                            events, funds held in escrow or proceeds from letters of credit may
                                            be applied to the outstanding principal balance of such mortgage
                                            loans.

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

                                            In addition, because the amount of principal that will be distributed
                                            to the Class A-1, Class A-1A, Class A-2, Class A-3 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 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.



                                      S-87





                                            Voluntary prepayments under some of the mortgage loans are prohibited
                                            for specified lockout periods or require payment of a prepayment
                                            premium or a yield maintenance charge or both, unless the prepayment
                                            occurs within a specified period prior to and including the
                                            anticipated repayment date or maturity date, as the case may be.
                                            Nevertheless, we cannot assure you that the related borrowers will
                                            refrain from prepaying their mortgage loans due to the existence of a
                                            prepayment premium or a yield maintenance charge or the amount of
                                            such premium or charge will be sufficient to compensate you for
                                            shortfalls in payments on your certificates on account of such
                                            prepayments. We also cannot assure you that involuntary prepayments
                                            will not occur or that borrowers will not default in order to avoid
                                            the application of lockout periods. The rate at which voluntary
                                            prepayments occur on the mortgage loans will be affected by a variety
                                            of factors, including:

                                            o    the terms of the mortgage loans;

                                            o    the length of any prepayment lockout period;

                                            o    the level of prevailing interest rates;

                                            o    the availability of mortgage credit;

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

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

                                            o    the occurrence of casualties or natural disasters; and

                                            o    economic, demographic, tax or legal factors.

                                            Certain mortgage loans permit a prepayment in connection with a
                                            partial defeasance or property release. See "Summary of Prospectus
                                            Supplement--Information About the Mortgage Pool."

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

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

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

                                            With respect to Mortgage Loan No. 55, Regal Cinema-Eagan, the
                                            borrower may defease such mortgage loan at any time, because the
                                            related lockout period has expired. Upon notice of such a
                                            defeasance, the related mortgage loan seller must repurchase such
                                            mortgage loan from the trust (if such defeasance will be made within
                                            2 years following the date of issuance of the certificates) prior to
                                            such



                                      S-88





                                            defeasance, the proceeds of which would be the equivalent of a
                                            prepayment of such mortgage loan with a yield maintenance premium.
                                            In the event that such mortgage loan seller fails or is unable to
                                            purchase such mortgage loan prior to such early defeasance, the
                                            applicable master servicer will be required to sell such mortgage
                                            loan from the trust fund. Depending on the price received from such
                                            liquidation, a loss could result.

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

                                            Generally, no yield maintenance charge or prepayment premium will be
                                            required for prepayments in connection with a casualty or
                                            condemnation unless an event of default has occurred. In addition,
                                            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 mezzanine loan), the repurchase
                                            price paid will be passed through to the holders of the certificates
                                            with the same effect as if the mortgage loan had been prepaid in part
                                            or in full, except that no yield maintenance charge or prepayment
                                            premium will be payable. Any such repurchase or purchase may,
                                            therefore, adversely affect the yield to maturity on your
                                            certificates. Similarly, certain of the holders of a mezzanine loan
                                            have the right to purchase the related mortgage loans from the trust
                                            upon the occurrence of certain events (including a default), which
                                            will result in payment to holders of the certificates with the same
                                            effect as if the mortgage loan had been prepaid in full, except that
                                            no yield maintenance charge or prepayment premium will be payable.

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

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



                                      S-89




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

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

                                            o    the interest rate for that certificate;

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

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

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

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

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

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



                                      S-90




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

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

                                            o    the aggregate amount of distributions on them;

                                            o    their yields to maturity;

                                            o    their rates of principal payments; and

                                            o    their weighted average lives.

                                            The rights of holders of each class of subordinate certificates to
                                            receive payments of principal and interest otherwise payable on their
                                            certificates will be subordinated to such rights of the holders of
                                            the more senior certificates having an earlier alphabetical class
                                            designation (it being understood that such rights of the holders of
                                            the Class A-J Certificates will be subordinated to the rights of the
                                            holders of the Class A-M Certificates). Losses on the mortgage loans
                                            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 and Class B Certificates, then to Class A-J Certificates, and then
                                            to the Class A-M Certificates, in that order, reducing amounts
                                            otherwise payable to each class. Any remaining losses would then be
                                            allocated to the Class A-1, Class A-1A, Class A-2, Class A-3 and
                                            Class A-4 Certificates, pro rata, and, with respect to interest
                                            losses 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
                                            that class.

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

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



                                      S-91





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

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

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

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

                                            Based upon opinions of counsel that the conveyance of the mortgage
                                            loans would generally be respected in the event of insolvency of the
                                            mortgage loan sellers, which opinions are subject to various
                                            assumptions and qualifications, the mortgage loan sellers believe
                                            that



                                      S-92





                                            such a challenge will be unsuccessful, but there can be no assurance
                                            that a bankruptcy trustee, if applicable, or other interested party
                                            will not attempt to assert such a position. Even if actions seeking
                                            those results were not successful, it is possible that payments on
                                            the certificates would be delayed while a court resolves the claim.

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

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

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

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

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



                                      S-93





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.


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



                                      S-94




                               TRANSACTION PARTIES

THE SPONSORS, MORTGAGE LOAN SELLERS AND ORIGINATORS

      Prudential Mortgage Capital Funding, LLC

      Overview
      --------

      Prudential Mortgage Capital Funding, LLC ("PMCF"), a Delaware limited
liability company formed in 1997, is a sponsor of this transaction and is one of
the mortgage loan sellers. Prudential Mortgage Capital Company, LLC ("PMCC"), an
affiliate of PMCF, originated and underwrote all of the mortgage loans sold by
PMCF to the depositor in this transaction, which represent 36.5% of the initial
mortgage pool balance.

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

      PMCF has been actively involved in the securitization of mortgage loans
since 1998. From January 1, 2003, through June 30, 2007, PMCC originated for
securitization approximately 876 mortgage loans, having a total original
principal amount of approximately $12.86 billion, which were assigned to PMCF,
and approximately $9.94 billion (this number includes several mortgage loans
originated in 2002) have been included in approximately 24 securitizations. In
connection with originating mortgage loans for securitization, PMCF and/or
certain of its affiliates also originate subordinate or mezzanine debt which is
generally not securitized. Of the $9.94 billion in mortgage loans originated by
PMCC and assigned to PMCF that have been included in securitizations since
January 1, 2003, approximately $295.60 million have been included in
securitizations in which an affiliate of PMCF was depositor, and $9.64 billion
have been included in securitizations in which an unaffiliated entity acted as
depositor. In its fiscal year ended December 31, 2006, PMCC originated and
assigned to PMCF approximately 203 mortgage loans for securitization, having an
aggregate principal balance of approximately $2.67 billion.

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

      At origination of a mortgage loan, PMCC assigns the loan to PMCF which,
together with other sponsors or loan sellers, initiates the securitization of
these loans by transferring the loans to the depositor or another entity that
acts in a similar capacity as the depositor, which loans will ultimately be
transferred to the issuing entity for the related securitization. In
coordination with the underwriters selected for a particular securitization,
PMCF works with the rating agencies, loan sellers and servicers in structuring
the transaction. Multiple seller transactions in which PMCF has participated to
date as a mortgage loan seller include (i) the "IQ" program, in which PMCF,
Morgan Stanley Mortgage Capital Holdings LLC (successor to Morgan Stanley
Mortgage Capital, Inc.) ("MSMCH") and other entities act as sellers, and Morgan
Stanley Capital I Inc., an affiliate of MSMCH, acts as depositor; and (ii) the
"PWR" program, in which PMCF, Wells Fargo Bank and other sellers act as sellers,
and Bear Stearns Commercial Mortgage Securities Inc. or an affiliate acts as
depositor. Prior to this transaction, PMCF sold approximately $1.23 billion of
mortgage loans under the IQ program and approximately $7.88 billion of mortgage
loans under the PWR program.

      Prudential Asset Resources, Inc. ("PAR"), an affiliate of PMCF and PMCC,
will act as master servicer under the pooling and servicing agreement with
respect to the mortgage loans sold to the trust by PMCF, other than The Tower
mortgage loan. PAR will service The Tower mortgage loan and the related
non-pooled pari passu note under the pooling and servicing agreement for the
Bear Stearns Commercial Mortgage Securities Trust 2006-PWR14.


                                      S-95



PAR will also act as special servicer of the Hilton Washington DC mortgage loan.
See "--The Master Servicers" and "--Special Servicers" in this prospectus
supplement.

      PMCC's Underwriting Standards
      -----------------------------

      General. PMCC originates and underwrites loans through its offices in
Newark, New York City, McLean, Atlanta, Chicago, Dallas, San Francisco and Los
Angeles. All of the PMCC mortgage loans in this transaction were originated by
PMCC or an affiliate of PMCC, in each case, generally in accordance with the
underwriting guidelines described below. Each lending situation is unique,
however, and the facts and circumstances surrounding each mortgage loan, such as
the quality and location of the real estate collateral, the sponsorship of the
borrower and the tenancy of the collateral, will impact the extent to which the
general guidelines below are applied to a specific mortgage loan. These
underwriting guidelines are general, and there is no assurance that every
mortgage loan will comply in all respects with the guidelines.

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

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

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

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

      Escrow Requirements. PMCC often requires a borrower to fund various
escrows for taxes and insurance, replacement reserves, capital expenses and/or
environmental remediation or monitoring, or, in some cases, requires such
reserves to be funded only following a triggering event, such as an event of
default under the related mortgage loan. PMCC may also require reserves for
deferred maintenance, re-tenanting expenses, and capital expenses, in some cases
only during periods when certain debt service coverage ratio tests are not
satisfied. In some cases, the borrower is permitted to post a letter of credit
or guaranty, or provide periodic evidence that the items for which the


                                      S-96



escrow or reserve would have been established are being paid or addressed, in
lieu of funding a given reserve or escrow. PMCC conducts a case by case analysis
to determine the need for a particular escrow or reserve and, consequently, such
requirements may be modified and/or waived in connection with particular loans.

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

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

      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 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
Bear Stearns Commercial Mortgage Securities Inc. 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 June 30, 2007, was
approximately $13.1 billion. As of such date, these securitized loans included
approximately 1,714 mortgage loans, all of which were fixed rate and which have
been included in approximately 40 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.


                                      S-97


      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--The Primary
Servicers" 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 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 II 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


                                      S-98



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.

      Royal Bank of Canada

      Royal Bank of Canada ("RBC" or the "Bank"), a Schedule I bank under the
Bank Act (Canada), is a sponsor of this transaction and one of the mortgage loan
sellers. RBC originated and underwrote all of the mortgage loans it is selling
in this transaction. RBC Capital Markets Corporation, an indirect subsidiary of
RBC, is one of the underwriters in this transaction. RBC's principal executive
offices are located at Royal Bank Plaza, 200 Bay Street, Toronto, Ontario,
Canada M5J 2J5. In the U.S., RBC maintains two federally licensed branches in
New York City, an additional federally licensed branch in Miami, Florida and
state-licensed representative offices in Houston, Texas; Dallas, Texas;
Greenwich, Connecticut; Wilmington, Delaware; Chicago, Illinois and San
Francisco, California. The Bank's U.S. Real Estate Mortgage Capital business
unit ("Mortgage Capital") is part of the Bank's Securitization Finance group and
originates commercial mortgage loans from its federally licensed branch located
at One Liberty Plaza, New York, New York 10006. The One Liberty Plaza branch is
regulated by the U.S. Office of the Comptroller of the Currency. The Bank is
Canada's largest bank as measured by assets and market capitalization and had,
on a consolidated basis, as at January 31, 2007, total assets of Cdn$571.6
billion (approximately $458.9 billion), shareholders' equity of Cdn$23.5 billion
(approximately $19.9 billion) and total deposits of Cdn$365.6 billion
(approximately $310.8 billion). The foregoing figures in Canadian dollars were
prepared in accordance with Canadian generally accepted accounting principles
and have been extracted and derived from, and are qualified by reference to, the
Bank's unaudited consolidated financial statements included in the Bank's report
to shareholders for the period ended January 31, 2007. The foregoing figures in
U.S. dollars were converted from Canadian dollars by using the currency
conversion rate of Cdn$1.00 to $0.850 in effect on January 31, 2007. Reference
is also made to the notes to such audited consolidated financial statements
(including note 1, which contains a discussion of the significant accounting
policies). RBC offers a wide range of commercial and retail banking services to
its customers. The Bank's common shares are listed on the Toronto Stock
Exchange, New York Stock Exchange and Swiss Exchange under the trading symbol
"RY." Its preferred shares are listed on the Toronto Stock Exchange.

      RBC's Commercial Real Estate Securitization Program
      ---------------------------------------------------

      RBC has been an active participant in the securitization of Canadian
commercial and multifamily mortgage loans since 2003. As of June 1, 2007, the
total amount of Canadian commercial and multifamily mortgage loans originated
and securitized by RBC and its affiliates since RBC began its Canadian
securitization program in 2003 was approximately Cdn$2.6 billion. These loans
were securitized through approximately eleven securitizations. Since 2004, RBC
and its affiliates have originated Canadian commercial and multifamily mortgage
loans for securitization through the Real Estate Asset Liquidity Trust
("REAL-T"), a Canadian issuer of commercial mortgage pass-through certificates
for which RBC is one of the sponsors. As of June 1, 2007, RBC and its affiliates
have originated approximately Cdn $2.3 billion in commercial and multifamily
mortgage loans that were sold into REAL-T.

      RBC began originating loans in the United States in September 2006,
through its newly created Mortgage Capital business unit. As of June 1, 2007,
Mortgage Capital had originated approximately $2,081.4 million in United States
commercial and multifamily mortgage loans since inception for inclusion in
securitization, of which approximately $1,335.3 million were securitized in
three transactions through trusts created by unrelated depositors and into which
RBC and multiple other unrelated mortgage loan sellers sold commercial and
multifamily mortgage loans. Multiple mortgage loan seller transactions in which
RBC has participated include the "CD" program in which Citigroup Commercial
Mortgage Securities, Inc. acts as depositor and the "IQ" program in which Morgan
Stanley Capital I Inc. acts as depositor.

      RBC's Underwriting Standards. All commercial mortgage loans originated for
securitization by Mortgage Capital are underwritten in accordance with the
underwriting criteria described below. Each lending situation is


                                      S-99


unique, however, and the facts and circumstances surrounding a particular
mortgage loan, such as the quality, location and tenancy of the mortgaged real
property and the sponsorship of the borrower, will impact the extent to which
the underwriting criteria are applied to that mortgage loan. The underwriting
criteria are general guidelines, and in many cases exceptions to one or more of
the criteria may be approved. Accordingly, no representation is made that each
mortgage loan originated by Mortgage Capital will comply in all respects with
the underwriting criteria.

      For each mortgage loan Mortgage Capital assigns an underwriting team
comprised of real estate professionals who are required to conduct a review of
each mortgaged real property related to each loan. This review generally
includes an analysis of historical property operating statements, if available,
rent rolls, current and historical real estate taxes, and tenant leases. The
review also includes market analysis, a review of supply and demand trends,
rental rates and occupancy rates. The credit of the borrower and certain key
principals of the borrower are reviewed for financial strength and other credit
factors, generally including financial statements (which are generally
unaudited), third party credit reports, and judgment, lien, bankruptcy and
pending litigation searches. Depending on the type of the mortgaged real
property and other factors, the credit of key tenants may also be reviewed. Each
mortgaged real property is generally inspected to ascertain its overall quality,
competitiveness, physical attributes, neighborhood, market, accessibility,
visibility and demand generators. As part of its underwriting procedures,
Mortgage Capital 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."

      In addition, the borrower is required to provide, and Mortgage Capital
reviews, a title insurance policy for each mortgaged real property. The title
insurance policy must generally meet the following requirements: (1) the policy
must be written by a title insurer licensed to do business in the jurisdiction
where the mortgaged real property is located; (2) the policy must be in an
amount equal to the original principal amount of the mortgage loan; (3) the
protection and benefits of the policy must run to the mortgagee and its
successors and assigns; (4) the policy should be written on a standard form
American Land Title Association or equivalent policy promulgated in the
jurisdiction where the mortgaged real property is located; and (5) the legal
description of the mortgaged real property in the title policy must conform to
that shown on the survey of the mortgaged real property, where a survey has been
required.

      The borrower is required to provide, and Mortgage Capital or its designee
reviews, certificates of required insurance with respect to the mortgaged real
property. Such insurance generally may include: (1) commercial general liability
insurance for bodily injury or death and property damage; (2) a fire and
extended perils insurance policy providing "special" form coverage including
coverage against loss or damage by fire, lightning, explosion, smoke, windstorm
and hail or strike and civil commotion; (3) if applicable, boiler and machinery
coverage; (4) if the mortgaged real property is located in a flood hazard area,
flood insurance; and (5) such other coverage as Mortgage Capital may require
based on the specific characteristics of the mortgaged real property.

      Once a mortgage loan has been underwritten, it is presented to the entire
credit committee, which is comprised of senior real estate and risk
professionals within RBC (US and Canada). The loan committee may either approve
a mortgage loan as recommended, request additional due diligence and/or modify
the terms, or reject a mortgage loan.

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


                                     S-100



amortization period of 30 years; however, certain mortgage loans may provide for
interest-only payments until maturity, or for an interest-only period during a
portion of the loan term.

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

      Servicing. Mortgage Capital currently contracts with third party servicers
for servicing the mortgage loans that it originates. Mortgage Capital assesses
third party servicers based upon the credit quality of the servicing institution
as well as their current servicer ratings with nationally recognized rating
organizations. The servicers may also be reviewed for their systems and
reporting capabilities, collection procedures and ability to collect loan level
data.

      Morgan Stanley Mortgage Capital Holdings LLC

      Morgan Stanley Mortgage Capital Holdings LLC, 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 has
been merged into MSMCH on June 15, 2007. MSMCH is an affiliate of the depositor
and of one of the underwriters and is a direct wholly-owned subsidiary of Morgan
Stanley (NYSE: MS). Upon such 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.

      Substantially all mortgage loans originated or acquired 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.


                                     S-101




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

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


___________________

*     Includes all mortgage loans originated or purchased by MSMCH (or its
      predecessor) 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, and judgment, lien, bankruptcy and
pending litigation searches. Depending on the type of real property collateral
involved and other relevant circumstances, the credit of key tenants also may be
examined as part of the underwriting process. Generally, a member of the 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.

      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 Loan-to-Value Ratio. MSMCH's underwriting
standards generally require a minimum debt service coverage ratio of 1.20x and
maximum loan-to-value ratio of 80%. However, these requirements constitute
solely guidelines, and exceptions to these guidelines may be approved based on
the individual characteristics of a mortgage loan. For example, MSMCH may
originate a mortgage loan with a lower debt service coverage ratio or higher
loan-to-value ratio based on the types of tenants and leases at the subject real
property, the taking of additional collateral such as reserves, letters of
credit and/or guarantees, 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


                                     S-102


and/or mezzanine debt secured by direct or indirect ownership interests in the
borrower. Such mortgage loans may have a lower debt service coverage ratio, and
a higher loan-to-value ratio, if such subordinate or mezzanine debt is taken
into account.

      The debt service coverage ratio guidelines set forth above are calculated
based on underwritten net cash flow at origination. Therefore, the debt service
coverage ratio for each mortgage loan as reported in this prospectus supplement
and Appendix II may differ from the amount calculated at the time of
origination. In addition, 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.

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

      National City Bank

      National City Bank, a national banking association ("National City Bank"),
is one of the mortgage loan sellers. National City Bank originated and
underwrote all of the mortgage loans it is selling to us. National City Bank is
a wholly-owned subsidiary of National City Corporation (NYSE: NCC). The
principal office of National City Bank's commercial mortgage origination
division is located at 1900 East Ninth Street, Cleveland, Ohio 44114, and its
telephone number is (216) 222-2000. National City Bank is engaged in a general
commercial and retail banking, mortgage financing and servicing, consumer
finance and asset management business, offering a wide range of commercial,
corporate, international, financial market, retail and fiduciary banking
services. National City 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.

THE DEPOSITOR

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

      The Depositor was formed for the purpose of acting as a depositor in asset
backed securities transactions. During the period commencing January 1, 2002 and
terminating December 31, 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 (or its predecessor) has acted as a
sponsor or co-sponsor of all of such


                                     S-103



transactions and contributed a substantial portion of the mortgage loans in such
transactions, with the remainder having been contributed by numerous other loan
sellers. The Depositor has also acted as depositor with respect to numerous
securitizations of residential mortgage loans.

      Morgan Stanley Capital I Inc. will have minimal ongoing duties with
respect to the offered certificates and the mortgage loans. The Depositor's
duties will include, without limitation, (i) to appoint a successor trustee in
the event of the resignation or removal of the trustee, (ii) to provide
information in its possession with respect to the certificates to the paying
agent to the extent necessary to perform REMIC tax administration, (iii) to
indemnify the trustee, the paying agent and trust for any liability, assessment
or costs arising from the Depositor's bad faith, negligence or malfeasance in
providing such information, (iv) to indemnify the trustee and the paying agent
against certain securities laws liabilities, and (v) to sign or to contract with
the master servicer to sign any annual report on Form 10-K, including the
certification therein required under the Sarbanes-Oxley Act, and any
distribution reports on Form 10-D and Current Reports on Form 8-K required to be
filed by the trust. The Depositor is required under the Underwriting Agreement
to indemnify the Underwriters for, or to contribute to losses in respect of,
certain securities law liabilities.

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

THE ISSUING ENTITY

      The issuing entity with respect to the offered certificates will be the
Morgan Stanley Capital I Trust 2007-IQ15 (the "Trust"). The Trust is a New York
common law trust that will be formed on the Closing Date pursuant to the Pooling
and Servicing Agreement. The only activities that the Trust may perform are
those set forth in the Pooling and Servicing Agreement, which are generally
limited to owning and administering the mortgage loans (or the Serviced Loan
Groups, as applicable) and any REO Property, disposing of defaulted mortgage
loans and REO Property, issuing the certificates, making distributions,
providing reports to Certificateholders and other activities described in this
prospectus supplement. Accordingly, the Trust may not issue securities other
than the certificates, or invest in securities, other than investing of funds in
the Certificate Account and other accounts maintained under the Pooling and
Servicing Agreement in certain short-term high-quality investments. The Trust
may not lend or borrow money, except that the master servicers and the trustee
may make Advances of delinquent monthly debt service payments and servicing
Advances to the Trust, but only to the extent it deems such Advances to be
recoverable from the related mortgage loan; such Advances are intended to
provide liquidity, rather than credit support. The Pooling and Servicing
Agreement may be amended as set forth in this prospectus supplement under
"Description of the Offered Certificates--Amendments to the Pooling and
Servicing Agreement." The Trust administers the mortgage loans through the
trustee, the paying agent, the master servicers and the special servicers. A
discussion of the duties of the trustee, the paying agent, the master servicers
and the special servicers, including any discretionary activities performed by
each of them, is set forth in this prospectus supplement under "Transaction
Parties--The Trustee and Custodian," "--The Paying Agent, Certificate Registrar
and Authenticating Agent," "--The Master Servicers," and "--The Special
Servicers" and under "Servicing of the Mortgage Loans."

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

      The Depositor is contributing the mortgage loans to the Trust. The
Depositor is purchasing the mortgage loans from the mortgage loan sellers, as
described in this prospectus supplement under "Description of the Mortgage
Pool--Sale of the Mortgage Loans" and "--Representations and Warranties."

      Because the Trust is a common law trust, it may not be eligible for relief
under the federal bankruptcy laws, unless it can be characterized as a "business
trust" for purposes of the federal bankruptcy laws. Bankruptcy courts


                                     S-104



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

      (1)   If such mortgage loan seller were to become a debtor in a properly
            presented case under Title 11 of the United States Code (the
            "Bankruptcy Code"), a federal bankruptcy court, would determine that
            (i) (a) a transfer of the mortgage loans by the related mortgage
            loan seller to the Depositor (including collection thereon) in the
            form and manner set forth in the related Mortgage Loan Purchase
            Agreement would constitute a true sale or absolute transfer of such
            mortgage loans (including the collections thereon), rather than a
            borrowing by the related mortgage loan seller from the Depositor
            secured by those mortgage loans, so that those mortgage loans
            (including the collections thereon) would not be property of the
            estate of the related mortgage loan seller under Section 541(a) of
            the Bankruptcy Code, and thus (b) the Depositor's rights to the
            related mortgage loans (including the collections thereon) would not
            be impaired by the operation of the Bankruptcy Code; and

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

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

THE TRUSTEE AND CUSTODIAN

      Wells Fargo Bank, National Association ("Wells Fargo Bank") will act as
the trustee (in such capacity, the "trustee"). Wells Fargo Bank is a national
banking association and a wholly-owned subsidiary of Wells Fargo & Company. A
diversified financial services company with approximately $482 billion in
assets, 23 million customers and 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. Wells Fargo Bank provides retail and commercial banking services and
corporate trust, custody, securities lending, securities transfer, cash
management, investment management and other financial and fiduciary services.
The Depositor, the Sponsors, the Mortgage Loan Sellers, the Master Servicers and
the Special Servicers may maintain banking and other commercial relationships
with Wells Fargo Bank and its affiliates. The corporate trust office of the
trustee is located at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attn:
Corporate Trust Services (CMBS) Morgan Stanley Capital I Trust 2007-IQ15. As
compensation for the performance of its duties as trustee, Wells Fargo Bank,
N.A. will be paid a portion of the monthly Trustee Fee as set forth in the
Pooling and Servicing Agreement.

      Wells Fargo Bank has provided corporate trust services since 1934. Wells
Fargo Bank acts as trustee with respect to a variety of transactions and asset
types including corporate and municipal bonds, mortgage-backed and asset-backed
securities and collateralized debt obligations. As of December 31, 2006, Wells
Fargo Bank was acting as trustee on over 285 series of commercial
mortgage-backed securities with an aggregate principal balance of over $290
billion.


                                     S-105


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

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

      Wells Fargo Bank is acting as custodian of the mortgage loan files
pursuant to the Pooling and Servicing Agreement. In that capacity, Wells Fargo
Bank is responsible to hold and safeguard the mortgage notes and other contents
of the mortgage files on behalf of the Trustee and the Certificateholders. Wells
Fargo Bank maintains each mortgage loan file in a separate file folder marked
with a unique bar code to assure loan-level file integrity and to assist in
inventory management. Files are segregated by transaction and/or issuer. Wells
Fargo Bank has been engaged in the mortgage document custody business for more
than 25 years. Wells Fargo Bank maintains its commercial document custody
facilities in Minneapolis, Minnesota. As of December 31, 2006, Wells Fargo Bank
was acting as custodian of more than 43,000 commercial mortgage loan files.

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

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

      Duties of the Trustee

      The trustee will make no representations as to the validity or sufficiency
of the Pooling and Servicing Agreement, the certificates or any asset or related
document and is not accountable for the use or application by the Depositor or a
master servicer or a special servicer of any of the certificates or any of the
proceeds of the certificates, or for the use or application by the Depositor or
a master servicer or a 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 a special


                                     S-106


servicer or appointment of a successor to a master servicer or a special
servicer. The trustee will be obligated to make any Advance required to be made,
and not made, by the applicable master servicer under the Pooling and Servicing
Agreement; provided that the trustee will not be obligated to make any Advance
that it deems in its business judgment to be a nonrecoverable advance. The
trustee will be entitled, but not obligated, to rely conclusively on any
determination by a master servicer or a special servicer, solely in the case of
Servicing Advances, that an Advance if made, would be a nonrecoverable advance.
The trustee will be entitled to reimbursement for each Advance made by it in the
same manner and to the same extent as, but prior to, the master servicer. See
"Description of the Offered Certificates--Advances" in this prospectus
supplement.

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

      Matters Regarding the Trustee

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

      The trustee and each of its partners, representatives, affiliates,
members, managers, directors, officers, employees, agents and controlling
persons are 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 parts, 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 servicers, if any, the Rating Agencies and all Certificateholders.
Upon receiving the notice of resignation, the Depositor is required promptly to
appoint a successor trustee meeting the requirements set forth above. If no
successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of the notice of resignation, the resigning
trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.

      If at any time (i) the trustee shall cease to be eligible to continue as
trustee under the Pooling and Servicing Agreement, or (ii) the trustee 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


                                     S-107



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

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

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

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

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

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

      Trustee Compensation

      As compensation for the performance of its duties as trustee, Wells Fargo
Bank 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 0.00095% 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 PAYING AGENT, CERTIFICATE REGISTRAR AND AUTHENTICATING AGENT

      U.S. Bank National Association ("U.S. Bank") will initially serve as
paying agent, certificate registrar and authenticating agent for purposes of
recording and otherwise providing for the registration of the offered
certificates and of transfers and exchanges of the definitive certificates, if
issued, and as authenticating agent of the certificates. U.S. Bank is an
affiliate of PCF II, one of the sponsors and the mortgage loan sellers. See
"--The Sponsors, Mortgage Loan Sellers and Originators--Principal Commercial
Funding II, LLC."


                                     S-108


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

      U.S. Bank has one of the largest corporate trust businesses in the country
with offices in 46 U.S. cities. The Pooling and Servicing Agreement will be
administered from U.S. Bank's corporate trust office located at One Federal
Street, Corporate Trust Services - 3rd Floor, Boston, MA 02110, Attention:
Morgan Stanley 2007-IQ15.

      U.S. Bank has provided corporate trust services since 1924. As of March
31, 2007, U.S. Bank was acting as trustee or paying agent with respect to over
81,000 issuances of securities with an aggregate outstanding principal balance
of over $2.2 trillion. This portfolio includes corporate and municipal bonds,
mortgage-backed and asset-backed securities and collateralized debt obligations.

      U.S. Bank will act as paying agent under the Pooling and Servicing
Agreement. The paying agent shall make each monthly statement available to the
holders via the paying agent's internet website at "http://www.usbank.com/abs.
Holders with questions may direct them to the paying agent's bondholder services
group at 800-934-6802.

      U.S. Bank has provided securities administration services since 1987. As
of March 31, 2007, U.S. Bank was acting as paying agent with respect to over 223
issuances of securities with an aggregate outstanding principal balance of
approximately $28,349,000,000. U.S. Bank has acted as paying agent of commercial
mortgage backed securitizations since 1993.

      Pursuant to the terms of the pooling and servicing agreement, the paying
agent will be responsible for calculating and making allocations and
distributions to holders.

      U.S. Bank's procedures for performing its duties as required by the
Pooling and Servicing Agreement are set forth as follows:

      A U.S. Bank analyst (an "Analyst") will review the relevant executed legal
transaction documents for this transaction (collectively, the "Documents") and
program the distribution module of U.S. Bank's cash-flow modeling system (the
"System") to provide the necessary calculations for this transaction. The
programming will consist of modeling all collection and withdrawal activity that
will take place in all of the trust accounts for this transaction and modeling
the payment priorities (the disbursement of cash) to the certificateholders and
various other parties. All trigger events set forth in the Documents will be
modeled without regard to probability of occurrence.

      Prior to the first distribution to the certificateholders, a supervisor
for the transaction (the "Supervisor") will create an independent review
spreadsheet, which will be based on the Documents and will be processed each
month and compared to the System model output. The Supervisor will also review
the content of the certificateholder statements prior to the first distribution
date to ensure that all information required by the Documents is present and
correct.

      The entire distribution program will undergo a line-by-line formula review
by the Supervisor prior to the sixth month of distributions, and in no event
later than the earliest date a trigger event could occur. The Supervisor's
responsibility is to make sure that the program is consistent with the terms and
payment priorities set forth in the Documents and that the certificateholders
statement includes all items required to be reported by the Documents.

      On a monthly basis, an Analyst will obtain from the Master Servicers a
file containing the payment activity for the related collection period on a
loan-by-loan basis. The loan file will be converted to a database format and
loaded into the System program. Prior to processing, the loan data will be
reviewed to determine the reasonableness of the data based on loan level data
received with respect to the cut-off date or the most recent collection period.
Once the loan data is confirmed with the Master Servicers, the Analyst will
input several aggregate amounts into a System database and begin processing the
distributions through the System.


                                     S-109


      To the extent U.S. Bank is required by the Documents to re-compute any
loan-data elements supplied by the Master Servicers, U.S. Bank will do so based
on information received from the underwriter or the Master Servicers. U.S. Bank
will identify all discrepancies and bring them to the attention of the Master
Servicers for resolution. If all discrepancies are not resolved by the date
required in the Documents, U.S. Bank will deliver a discrepancy memorandum to
the Master Servicers.

      The distribution reports will be reviewed by the Analyst and then by the
Supervisor using a transaction-specific review spreadsheet. Any corrections
identified by the Supervisor will be corrected by the Analyst and reviewed by
the Supervisor. The Supervisor also will be responsible for the timely delivery
of reports to the administration unit for processing all cashflow items.

      In the past three years, the paying agent has not made material changes to
the policies and procedures of its securities administration services for
commercial mortgage-backed securities. However, the paying agent acquired the
securities administration business of State Street Bank and Trust Company in
2002, and prior to January 1, 2006, the officers and employees in the office of
the paying agent acquired from State Street used slightly different procedures
than those set forth above to review the data for each certificateholder
statement. Instead of creating an independent spreadsheet for review, a
Supervisor reviewed each line of a proposed certificateholder holder statement
prior to its distribution. As of January 1, 2006, all offices of the paying
agent will use the procedures set forth above.

      The paying agent and each of its partners, representatives, affiliates,
members, managers, directors, officers, employees, agents and controlling
persons are 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 parts, 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 paying agent is unable to recover within a
reasonable period of time such amount from such third party pursuant to the
Pooling and Servicing Agreement), including the costs and expenses of defending
themselves against any claim in connection with the exercise or performance of
any of their powers or duties hereunder and the paying agent and each of its
partners, representatives, affiliates, members, managers, directors, officers,
employees, agents and controlling persons shall be entitled to indemnification
from the trust for any unanticipated loss, liability or expense incurred in
connection with the provision by it of the reports required to be provided by it
pursuant to the Pooling and Servicing Agreement.

      The information set forth in this prospectus supplement concerning U.S.
Bank has been provided by U.S. Bank. None of the Depositor, the Trustee, the
master servicers, the special servicers, the underwriters nor any other person
other than U.S. Bank makes any representation or warranty as to the accuracy or
completeness of such information.

THE MASTER SERVICERS

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

      The master servicers may appoint one or more sub-servicers to perform all
or any portion of their respective duties under the Pooling and Servicing
Agreement, as described under "Servicing of the Mortgage Loans--General" and
"Transaction Parties--The Primary Servicers" in this prospectus supplement and
under "Description of the


                                     S-110



Agreements--Sub-Servicers" in the accompanying prospectus; provided that
following the Closing Date no master servicer may appoint a sub-servicer without
the Depositor's prior consent to the extent set forth in the Pooling and
Servicing Agreement, which consent may not be unreasonably withheld. Each master
servicer monitors and reviews the performance of sub-servicers appointed by it.

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

     Capmark Finance Inc.

      Capmark will act as master servicer with respect to the mortgage loans (or
the Serviced Loan Groups, as applicable), other than the mortgage loans sold to
the trust by Prudential Mortgage Capital Funding, LLC. Capmark's servicing
offices are located at 118 Welsh Road, Horsham, Pennsylvania 19044 and its
telephone number is (215) 328-1258.

      Capmark is a California corporation and has been servicing commercial and
multifamily mortgage loans in private label commercial mortgage-backed
securities transactions since 1995. As of December 31, 2006, Capmark was the
master servicer and/or primary of a portfolio of multifamily and commercial
loans in commercial mortgage-backed securities transactions in the United States
totaling approximately $135.3 billion in aggregate outstanding principal
balance.

      The table below contains information on the size and growth of the
portfolio of commercial and multifamily loans in commercial mortgage-backed
securities transactions in the United States from 2004 to 2006 in respect of
which Capmark has acted as master and/or primary servicer.

                                   YEAR (AMOUNTS IN $ BILLIONS)
                               -------------------------------------
                                2004            2005            2006
                               -----           -----           -----
CMBS (US)................      100.2           122.4           135.3
Other....................       97.0           102.8           131.5
                               -----           -----           -----
   TOTAL.................      197.2           225.2           266.8
                               =====           =====           =====

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

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

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

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

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


                                     S-111



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

      From time-to-time Capmark and its affiliates are parties to lawsuits and
other legal proceedings arising in the ordinary course of business. Capmark does
not believe that any such lawsuits or legal proceedings would, individually or
in the aggregate, have a material adverse effect on its business or its ability
to service as master servicer.

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

      Prudential Asset Resources, Inc.

      Prudential Asset Resources, Inc. ("PAR"), a Delaware corporation, will act
as the master servicer with respect to those pooled mortgage loans sold by
Prudential Mortgage Capital Funding, LLC to the depositor for deposit into the
trust fund, other than The Tower mortgage loan. Prudential Asset Resources, Inc.
will not service The Tower mortgage loan under the pooling and servicing
agreement but will service The Tower mortgage loan and the related non-pooled
pari passu note as a master servicer under the 2006-PWR14 pooling and servicing
agreement. PAR is a wholly owned subsidiary of PMCC, which is an indirect
subsidiary of Prudential Financial, Inc. and an affiliate of Prudential Mortgage
Capital Company, LLC, one of the originators. PAR is an affiliate of Prudential
Mortgage Capital Funding, LLC, a sponsor and one of the mortgage loan sellers.
PAR's principal offices are located at 2200 Ross Avenue, Suite 4900E, Dallas, TX
75201. PAR, which has been servicing commercial real estate mortgage loans,
agricultural loans and single-family mortgages since March 2001, services
commercial mortgage loan portfolios for a variety of Prudential companies, as
well as for CMBS transactions, Fannie Mae and FHA.

      PAR has policies and procedures for the performance of its master
servicing obligations in compliance with applicable servicing agreements.
Recently, PAR has modified some of its policies and procedures to conform to the
servicing criteria set forth in Item 1122 of Regulation AB and in connection
with the transition of its servicing system to a Strategy platform, which is
widely used in the commercial mortgage loan servicing industry. From time to
time PAR and its affiliates are parties to lawsuits and other legal proceedings
arising in the ordinary course of business. PAR does not believe that any such
lawsuits or legal proceedings would, individually or in the aggregate, have a
material adverse effect on its business or its ability to service as master
servicer.

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

COMMERCIAL MORTGAGE LOANS        2006              2005              2004
-------------------------  ----------------  ----------------  ----------------
CMBS                       $ 11,355,139,141  $  9,031,936,108  $  6,820,173,095
Total                      $ 50,035,453,930  $ 46,502,619,927  $ 44,396,359,820

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

THE PRIMARY SERVICERS

      Principal Global Investors, LLC

      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.


                                     S-112


      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 June 30, 2007, PGI was responsible for servicing approximately 3,409
commercial and multifamily mortgage loans, with an aggregate outstanding
principal balance of approximately $26.2 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 June 30, 2007, PGI was a primary servicer in approximately 49
commercial mortgage-backed securitization transactions, servicing approximately
1,724 loans with an aggregate outstanding principal balance of approximately
$12.9 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 and Principal Commercial Funding II, LLC. None of the
Depositor, the Trustee, the Paying Agent, the underwriters nor any other person
other than PGI and Principal Commercial Funding II, LLC makes any representation
or warranty as to the accuracy or completeness of such information.

      Capstone Realty Advisors, LLC

      Capstone Realty Advisors, LLC ("Capstone") will act as primary servicer
with respect to the mortgage loans transferred to the Depositor by National City
Bank. Capstone, an affiliate of National City Bank, is an Ohio limited liability
company formed in 1998. Capstone is engaged in the business of originating and
processing applications for mortgage loans to be secured by mortgages, deeds of
trust or deeds to secure debt on multifamily and commercial mortgaged
properties. Such mortgage loans include loans insured by HUD, FHLMC or GNMA,
mortgage loans made by insurance company lenders and mortgage loans funded by
conduits or affiliates for inclusion in commercial mortgage-backed securitized
transactions. Capstone retains servicing on such mortgage loans but in the case
of securitized mortgage loans, such servicing is limited to primary servicing or
subservicing under subservicing agreements executed with a master servicer.

      Since its inception in 1998, Capstone has serviced commercial and
multifamily mortgage loans for HUD, FHLMC, GNMA, insurance companies and several
conduit lenders. It has in the past served as a master servicer for commercial
mortgage-backed securitized mortgage loans which are part of a commercial
mortgage-backed security transaction but now serves only as a primary servicer
in those transactions.


                                     S-113


      As of March 31, 2007, Capstone's portfolio of commercial mortgage-backed
securitized mortgage loans ("CMBS Loans") similar to the mortgage loans
contained in this transaction was 130 mortgage loans under 42 subservicing
agreements with an outstanding principal balance of approximately $964,000,000.
This represents growth from one subservicing agreement in 2001 to the present
numbers.

      Capstone has a staff of 25 employees dedicated solely to servicing
commercial mortgage loans. Two of these employees are dedicated to CMBS Loans.
The Chief Operating Officer of Capstone is in charge of all servicing and is
assisted by a National Servicing Manager. Each of these employees has over 18
years of experience in servicing commercial mortgage loans, including CMBS
Loans.

      Capstone has a manual of policy and procedures for servicing of commercial
and multifamily mortgage loans and all employees are required to be familiar and
to comply with those policies and procedures. Capstone has a quality control
person whose responsibility is to verify that such policies and procedures are
complied with. There has been no material change in the policies and procedures
in servicing assets of the same type as those included within the mortgage pool
during the last three years.

      Capstone has acted as a primary servicer for 42 CMBS transactions during
the past 6 years. During that period, no CMBS Loan which Capstone has serviced
has defaulted or experienced an early amortization or other performance
triggering event because of Capstone's acts or omissions as primary servicer for
such mortgage loan.

      Capstone does engage outside parties to conduct annual physical
inspections of mortgaged properties but Capstone reviews the reports of such
inspections and Capstone makes its own independent evaluation based on its
review of those inspection reports.

      Capstone has not experienced any events of material noncompliance with
those aspects of the servicing criteria for which it has responsibility under
the applicable subservicing agreements for any prior securitizations.

      Capstone is a wholly owned subsidiary of National City Bank. Capstone has
a net worth and sufficient liquidity that will adequately enable Capstone to
comply with all of Capstone's obligations and responsibilities under the
proposed subservicing agreement and to cure any event of material non-compliance
by Capstone thereunder.

      Each subservicing agreement which Capstone has executed as primary
servicer is consistent with customary practices in the CMBS industry. Pursuant
to a subservicing agreement that Capstone is expected to enter into with the
master servicer, Capstone will be required to establish and maintain servicing
files and establish servicing files criteria. Capstone will be required to
collect monthly payments of principal and interest, late charges, default
interest, prepayment premiums, insurance proceeds and condemnation awards plus
escrows for insurance premiums and real estate taxes and it may require
collection of other reserves. All such payments of principal and interest will
be required to be deposited as collected with an eligible financial institution
in an eligible account and are not to be co-mingled with other funds of
Capstone. Similarly, all escrows will be required to be deposited as received in
an eligible financial institution in an eligible account. Capstone will be
required to transmit to the master servicer by wire on the applicable remittance
date all payments received by it for principal and interest. Capstone will not
be required to make any distributions to the trustee or to any
certificateholders. In addition, Capstone will be required to monitor payments
of taxes and insurance premiums, analyze the sufficiency of tax and insurance
reserve accounts and pay when due, from the funds in escrow, all real estate
taxes and insurance premiums and to make disbursements of other reserves in
accordance with the applicable reserve agreement. If there are not sufficient
funds in escrow, Capstone will be required to give the master servicer prior
notice of need for master servicer to make an advance or force place insurance.
Capstone will not be obligated to make advances, either for principal and
interest or for property protection expenses. Capstone will be required to use
all reasonable efforts to make collections of all payments due from a borrower
and to maintain records demonstrating the subservicer's collection efforts.
Capstone is required to make physical inspections of the property and collect
and analyze property and borrower financial reports. In addition, Capstone will
be required to process all requests made by a borrower for consents or
approvals, for determination by the master servicer. Capstone will be required
to notify the master servicer and the special servicer of any significant events
which affect the loans, the borrower, or the property, including the filing of
any bankruptcy actions. Capstone will be required to furnish its financial
statements each year to the master servicer. Capstone will be required to
provide the master servicer with certain CMSA reports. Capstone expects to
maintain the required errors and omissions insurance and fidelity bond coverage.
Capstone will be required to file all UCC continuation statements and to prepare
and file all IRS 1098s and 1099s. Capstone is not


                                     S-114



expected to provide all of the servicing activities contained in the definition
of Servicing Criteria as included in Section 1122(d) of Regulation AB.

      Capstone uses commercially reasonable activities, including follow up
phone calls, letters, and emails, to attempt collection of all payments and
escrows due under each mortgage loan.

      Capstone maintains separate collection accounts and escrow accounts for
all mortgage loans serviced by it and does not co-mingle any of those funds with
Capstone's assets. Capstone has no obligation to, and does not, make advances
for principal and interest or for property protection expenses under its
subservicing agreements. Capstone is responsible for taking all reasonable
efforts to receive all payments due on each mortgage loan and to enforce all
other terms and conditions of the mortgage loan documents and to inform the
master servicer of any delinquency. If a mortgage loan becomes delinquent, the
master servicer reserves the right to transfer the loan to the special servicer.
Capstone has no authority to modify any terms, fees, penalties or payments as
set forth in the mortgage loan documents. Capstone does not serve as the
custodian of any mortgage loan documents and has no custodial responsibility
under the subservicing agreement.

      So long as Capstone is in compliance with its obligations under the
subservicing agreement, it cannot be removed or replaced as a primary servicer.
Capstone may not transfer its subservicing rights without consent. Capstone
cannot resign except in limited circumstances.

      If Capstone is removed as a subservicer for cause or Capstone resigns as
subservicer, the subservicing agreement includes the process for obtaining a
replacement back-up subservicer and requires the cooperation of Capstone in
connection with such replacement, including the obligation of Capstone to
reimburse the master servicer for all expenses associated with the servicing
transfer or additional fees charged by the successor servicer. Capstone will be
required to continue to provide all required reports pertaining to the period of
time during which Capstone served as primary subservicer. Upon such termination,
Capstone will be required to notify each borrower of the address of the
successor subservicer and deliver the servicing files and all cash held by the
subservicer to the replacement subservicer and submit to the master servicer a
ledger accounting itemizing all payments received by it and a current trial
balance for all mortgage loans subserviced by it under the applicable
subservicing agreement.

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

      Midland Loan Services, Inc.

      Midland Loan Services, Inc. will act as primary servicer with respect to
the U-Haul Portfolio 1 mortgage loan, the U-Haul Portfolio 2 mortgage loan and
the U-Haul Portfolio 3 mortgage loan.

THE SPECIAL SERVICERS

      Centerline Servicing Inc.

      Centerline Servicing Inc. ("CSI") (f/k/a ARCap Servicing, Inc.) will be
appointed as the special servicer of all of the mortgage loans (other than The
Tower mortgage loan and the Hilton Washington DC mortgage loan), and as such,
will be responsible for servicing the applicable Specially Serviced Mortgage
Loans and REO Properties. CSI will not special service The Tower mortgage loan
under the Pooling and Servicing Agreement but will act as the special servicer
of The Tower mortgage loan and the related non-pooled pari passu note under the
2006-PWR14 pooling and servicing agreement. CSI is a corporation organized under
the laws of the state of Delaware and is a wholly-owned subsidiary of Centerline
Capital Group Inc. (f/k/a Charter Mac Corporation), a wholly-owned subsidiary of
Centerline Holding Company (f/k/a CharterMac), a publicly traded company.
Centerline REIT Inc. (f/k/a ARCap REIT, Inc.), an affiliate of CSI, is
anticipated to be the controlling class representative with respect to the
transaction described in this 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.


                                     S-115



      Certain of the duties of the special servicer and the provisions of the
Pooling and Servicing Agreement regarding the special servicer, including
without limitation information regarding the rights and obligations of the
special servicer with respect to delinquencies, losses, bankruptcies and
recoveries and the ability of the special servicer to waive or modify the terms
of the mortgage loans are set forth herein under "Description of the Pooling and
Servicing Agreement--Modifications, Waivers and Amendments," and "--Defaulted
Mortgage Loans; REO Properties; Purchase Option." Certain terms of the Pooling
and Servicing Agreement regarding the special servicer's removal, replacement,
resignation or transfer are described herein under "--Replacement of Special
Servicer." Certain limitations on each special servicer's liability under the
pooling and servicing agreement are described in the prospectus under
"--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 subordinate
loan or pari passu loan, if in connection with a Serviced Loan Group). This
account or accounts shall be an Eligible Account. The funds in this account or
accounts will not be commingled with the funds of the special servicer, or the
funds of any of the special servicer's other serviced assets that are not
serviced pursuant to the Pooling and Servicing Agreement.

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

      CSI has been special servicing assets for approximately 4 years and
employs an asset management staff with an average of 13 years experience in this
line of business. Two additional senior managers in the special servicing group
have 30 and 18 years respectively of industry experience. CSI was formed in 2002
for the purpose of supporting the related business of Centerline REIT Inc., its
former parent, of acquiring and managing investments in subordinated CMBS for
its own account and those 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.

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


                                     S-116



      Prudential Asset Resources, Inc.

      PAR will be appointed as the special servicer for the Hilton Washington DC
mortgage loan and the related subordinate notes. See "--The Master
Servicers--Prudential Asset Resources, Inc." above.

      Prudential Asset Resources, Inc. (in the context of special servicing,
"PAR Special Servicing"), a Delaware corporation, is a wholly owned subsidiary
of PMCC, which is an indirect subsidiary of Prudential Financial, Inc. and an
affiliate of Prudential Mortgage Capital Company, LLC, one of the originators.
PAR Special Servicing is an affiliate of Prudential Mortgage Capital Funding,
LLC, a sponsor and one of the mortgage loan sellers. PAR is one of the Master
Servicers and is acting as the named special servicer for one (1) loan group in
this transaction. PAR Special Servicing's office is located at 2 Ravinia Drive,
Suite 1400, Atlanta, GA 30346. PAR Special Servicing, which has been servicing
commercial real estate mortgage loans since March 2001, specially services
commercial mortgage loan portfolios for a variety of Prudential companies, as
well as for CMBS, Fannie Mae and certain third party investors.

      PAR Special Servicing has policies and procedures for the performance of
its special servicing obligations in compliance with applicable servicing
agreements. PAR Special Servicing has policies and procedures in place to handle
delinquencies, losses, bankruptcies and recoveries consistent with the terms of
the pooling and servicing agreement. As part of PAR, PAR Special Servicing
regularly reviews it's policies and processes, but the last significant revision
of PAR's policies and processes was done in order to conform to the servicing
criteria set forth in Item 1122 of Regulation AB. From time to time, PAR Special
Servicing and its affiliates are parties to lawsuits and other legal proceedings
arising in the ordinary course of business. PAR Special Servicing does not
believe that any such lawsuits or legal proceedings would, individually or in
the aggregate, have a material adverse effect on its business or its ability to
service as special servicer.

      PAR is a rated special servicer by S&P and Fitch and has been approved to
be a special servicer in transactions rated by Moody's. There have been no
material non-compliance or default issues for PAR Special Servicing in its
servicing of CMBS loans. The amount of loans for which PAR Special Servicing is
the named special servicer has increased each of the past three years, as shown
in the table below which indicates the aggregate outstanding principal balance
of loans naming PAR Special Servicing as special servicer as of the respective
year-end:

COMMERCIAL MORTGAGE LOANS       2006              2005              2004
-------------------------  ---------------  ----------------  -----------------
CMBS                       $ 1,366,420,657  $  1,136,160,910  $  1,007,721,965
Total                      $29,072,451,501  $ 27,030,758,471  $ 20,772,526,843

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


                                     S-117



                     DESCRIPTION OF THE OFFERED CERTIFICATES

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

GENERAL

      The Series 2007-IQ15 Commercial Mortgage Pass-Through Certificates (the
"Certificates") will be issued on or about August 23, 2007 pursuant to a Pooling
and Servicing Agreement to be dated as of August 1, 2007, among Morgan Stanley
Capital I Inc., the master servicers, the special servicers, the trustee and the
paying agent.

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

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

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

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

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

      The Certificates will be issued on or about August 23, 2007 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 26 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 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,
            the Class P Certificates and the Class EI Certificates; and

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

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

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


                                     S-118



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



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

Class A-1...........      $61,700,000               3.00%           AAA/AAA         30.000%
Class A-1A..........     $278,738,000              13.57%           AAA/AAA         30.000%
Class A-2...........     $227,400,000              11.07%           AAA/AAA         30.000%
Class A-3...........      $72,800,000               3.54%           AAA/AAA         30.000%
Class A-4...........     $796,885,000              38.80%           AAA/AAA         30.000%
Class A-M...........     $205,361,000              10.00%           AAA/AAA         20.000%
Class A-J...........     $177,124,000               8.63%           AAA/AAA         11.375%


      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 and Class A-4
Certificates represent the approximate credit support for those Certificates in
the aggregate.

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


                                     S-119



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

      The Notional Amount of the Class X Certificates, as of any date of
determination, will be equal to the aggregate of the Certificate Balances of the
Classes of Principal Balance 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 of principal actually allocated to, any
Class of Principal Balance Certificates.

      Upon initial issuance, the aggregate Notional Amount of the Class X
Certificates will be $2,053,605,662, 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 Class A-1 Certificates will, at all times, accrue interest at a per
annum rate equal to a fixed rate. The Class A-1A, Class A-3, Class A-4, Class
A-M and Class A-J Certificates will, at all times, accrue interest at a per
annum rate equal to the weighted average net mortgage rate. The Class A-2
Certificates will, at all times, accrue interest at a per annum rate equal to
the weighted average net mortgage rate less a specified percentage.

      The Pass-Through Rate applicable to the Class X Certificates for the
initial Distribution Date will equal approximately 0.021% 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
total notional amount of the Class X Certificates outstanding immediately prior
to the related Distribution Date (weighted on the basis of the respective
notional balances of such components outstanding immediately prior to such
Distribution Date). Each of those components will have a notional balance equal
to the Certificate Balance of one of the Classes of Principal Balance
Certificates. The applicable Class X Strip Rate with respect to each component
for each 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 the Distribution Date for the Classes of Principal Balance
Certificates. Under no circumstances will any Class X Strip Rate be less than
zero.

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

DISTRIBUTIONS

      General

      Distributions on or with respect to the Certificates will be made by the
paying agent, to the extent of available funds, and in accordance with the
manner and priority presented in this prospectus supplement, on each
Distribution Date, commencing September 13, 2007. Except as otherwise described
below, all such distributions will be made to the persons in whose names the
Certificates are registered at the close of business on the related Record Date.
Every distribution will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the paying agent with wiring instructions on or before the related
Record Date, or otherwise by check mailed to such Certificateholder.

      The final distribution on any Certificate will be determined without
regard to any possible future reimbursement of any Realized Losses or Expense
Losses previously allocated to such certificate. The final distribution will be
made in the same manner as earlier distributions, but only upon presentation and
surrender of such Certificate at the


                                     S-120



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 Class of
Certificates in reimbursement of a Realized Loss or Expense Loss previously
allocated to that certificate, which reimbursement is to occur after the date on
which such certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the Certificateholder that surrendered such
certificate. The likelihood of any such distribution is remote. All
distributions made on or with respect to a Class of Certificates will be
allocated pro rata among such Certificates based on their respective Percentage
Interests in such Class.

      Funds in the Distribution Account and Interest Reserve Account will remain
uninvested.

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

      The Available Distribution Amount

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

      With respect to the Distribution Date occurring in each January, other
than a leap year, and each February, the Interest Reserve Amounts (unless such
Distribution Date is the final Distribution Date) will be deposited into the
applicable Interest Reserve Account in respect of each Interest Reserve Loan in
an amount equal to 1 day's interest at the related Net Mortgage Rate on its
principal balance as of the Due Date in the month in which such Distribution
Date occurs, to the extent a Scheduled Payment or P&I Advance is timely made in
respect thereof for such Due Date. For purposes of this calculation, the Net
Mortgage Rate for those months will be calculated without regard to any
adjustment for Interest Reserve Amounts or the interest accrual basis as
described in the definition of "Net Mortgage Rate" in the "Glossary of Terms."
With respect to the Distribution Date occurring in March of each year (beginning
in 2008), 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 /          The product of the portion of the       Monthly.         Interest payment on
   Master Servicers      per annum Master Servicing Fee Rate                      the related mortgage
                         for the applicable master servicer                       loan.
                         for such month, determined in the
                         same manner as the applicable
                         mortgage rate is determined for each
                         mortgage loan for such month, and
                         the Scheduled Principal Balance of
                         each mortgage loan, reduced by any
                         Compensating Interest Payment.  The
                         Master Servicing Fee Rate (including
                         any sub-servicing or primary
                         servicing fees and inclusive of the
                         Excess Servicing Fee, if applicable)
                         will range, on a loan-by-loan basis,
                         from 0.02% per annum to 0.07% per
                         annum.



                                     S-121





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

Additional Servicing     o    50% of assumption fees and         Time to time.     The related fees or
   Compensation /             assumption application fees on                       investment income.
   Master Servicers           non-Specially Serviced Mortgage
                              Loans (unless consent is not
                              required from the Special
                              Servicer, then 100%);

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

                         o    50% of application, release,
                              loan modification, forbearance
                              and extension fees on
                              non-Specially Serviced Mortgage
                              Loans (to the extent consent is
                              required from the Special
                              Servicer);

                         o    100% of defeasance fees if
                              processed by the Master Servicer
                              (other than the consent fee
                              retained by a mortgage loan
                              seller, if applicable)

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

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

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

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

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



                                     S-122





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

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

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

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

                         o    100% of application, loan
                              modification, forbearance and
                              extension fees on Specially
                              Serviced Mortgage Loans; and
                              50% of such fees on
                              non-Specially Serviced Mortgage
                              Loans; and

                         o    all net investment income
                              received on funds in any REO
                              Account.

Trustee Fee / Trustee    The product of the portion of a         Monthly.         Interest on each
   and Paying Agent      rate equal to 0.00095% 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.

Expenses

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

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



                                     S-123




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

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

Indemnification          Amounts for which the trustee, the      From time to     All collections in
   Expenses /            paying agent, the custodian, the        time.            the Certificate
   Trustee, Paying       master servicers and the special                         Account.
   Agent, Custodian,     servicers are entitled to
   Master Servicers      indemnification.
   and/or Special
   Servicers

Trust Fund Expenses      Based on third party charges.           From time to     All collections in
   not Advanced (may                                             time.            the Certificate
   include                                                                        Account.
   environmental
   remediation costs,
   appraisals,
   independent
   contractor to
   operate REO) /
   Trustee, Paying
   Agent, Master
   Servicers and/or
   Special Servicers


      Pursuant to the Pooling and Servicing Agreement, the applicable master
servicer and/or the applicable special servicer will be entitled to seek
reimbursement from amounts due the holder of a related Serviced Companion Loan,
to the extent that the amounts in the applicable sub-account of the Certificate
Account are not sufficient to fully reimburse such master servicer or special
servicer for fees and expenses that solely relate to the related Serviced Loan
Group and are required to be paid from amounts due the holder of the related
Serviced Companion Loan as provided in the related Co-Lender Agreement.

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


                                     S-124


      Application of the Available Distribution Amount

      On each Distribution Date, except as described under "--Optional
Termination" below, for so long as any Class of Offered Certificates remains
outstanding, the paying agent will apply the Available Distribution Amount other
than Excess Interest and Excess Liquidation Proceeds, if any for such date for
the following purposes and in the following order of priority:

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

            o     to the holders of the Class A-1, Class A-2, Class A-3 and
                  Class A-4 Certificates, the Distributable Certificate Interest
                  Amount in respect of each such Class for such Distribution
                  Date (which shall be payable from amounts in the Available
                  Distribution Amount attributable to Loan Group 1), pro rata in
                  proportion to the Distributable Certificate Interest Amount
                  payable in respect of each such Class;

            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 such 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 the 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;

      (2)   (A) to the holders of the Class A-1, Class A-2, Class A-3 and Class
            A-4 Certificates,

            o     first, to the holders of the Class A-1 Certificates, the Loan
                  Group 1 Principal Distribution Amount for such Distribution
                  Date and, after the Certificate Balance of the Class A-1A
                  Certificates has been reduced to zero, the Loan Group 2
                  Principal Distribution Amount remaining after payments to the
                  Class A-1A Certificates have been made on the applicable
                  Distribution Date, until the Class A-1 Certificates are
                  reduced to zero,

            o     second, to the holders of the Class A-2 Certificates, the Loan
                  Group 1 Principal Distribution Amount for such Distribution
                  Date and, after the Certificate Balance of the Class A-1A
                  Certificates has been reduced to zero, the Loan Group 2
                  Principal Distribution Amount remaining after payments to the
                  Class A-1A and Class A-1 Certificates have been made on the
                  applicable Distribution Date, until the Class A-2 Certificates
                  are reduced to zero,

            o     third, to the holders of the Class A-3 Certificates, the Loan
                  Group 1 Principal Distribution Amount for such Distribution
                  Date and, after the Certificate Balance of the Class A-1A
                  Certificates has been reduced to zero, the Loan Group 2
                  Principal Distribution Amount remaining after payments to the
                  Class A-1A, Class A-1 and Class A-2 Certificates have been
                  made on the applicable Distribution Date, until the Class A-3
                  Certificates are reduced to zero, and

            o     fourth, to the holders of the Class A-4 Certificates, the Loan
                  Group 1 Principal Distribution Amount for such Distribution
                  Date and, after the Certificate Balance of the Class A-1A
                  Certificates has been reduced to zero, the Loan Group 2
                  Principal Distribution Amount remaining after payments to the
                  Class A-1A, Class A-1, Class A-2 and Class A-3 Certificates
                  have been made on the applicable Distribution Date, until the
                  Class A-4 Certificates are reduced to zero,

            (B) to the holders of the Class A-1A Certificates, the Loan Group 2
            Principal Distribution Amount for such Distribution Date and, after
            the Certificate Balance of the Class A-4 Certificates has been
            reduced to zero, the Loan Group 1 Principal Distribution Amount for
            such Distribution Date remaining after payments to the Class A-1,
            Class A-2, Class A-3 and Class A-4 Certificates have been made on
            the applicable


                                     S-125



            distribution date, until the aggregate Certificate Balance of the
            Class A-1A Certificates has been reduced to zero;

      (3)   to the holders of the Class A Senior Certificates and the Class X
            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 each such Class 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 1/12 of the applicable Pass-Through Rate;

      (4)   to the holders of the Class A-M Certificates, the Distributable
            Certificate Interest Amount in respect of such Class for such
            Distribution Date;

      (5)   upon payment in full of the aggregate Certificate Balances of the
            Class A Senior Certificates, to the holders of the Class A-M
            Certificates, the Principal Distribution Amount for such
            Distribution Date until the Certificate Balance of the Class A-M
            Certificates has been reduced to zero; the portion of the Principal
            Distribution Amount distributed hereunder will be reduced by any
            portion thereof distributed to the holders of the Class A Senior
            Certificates;

      (6)   to the holders of the Class A-M Certificates, to reimburse them for
            any Realized Losses or Expense Losses previously allocated to such
            Class and for which reimbursement has not previously been fully
            paid, plus interest on such Realized Losses or Expense Losses, at
            1/12 the applicable Pass-Through Rate;

      (7)   to the holders of the Class A-J Certificates, the Distributable
            Certificate Interest Amount in respect of such Class for such
            Distribution Date;

      (8)   upon payment in full of the 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
            Certificate Balance of the Class A-J Certificates has been reduced
            to zero; the portion of the Principal Distribution Amount
            distributed hereunder will be reduced by any portion thereof
            distributed to the holders of the Class A Senior Certificates and
            the Class A-M Certificates;

      (9)   to the holders of the Class A-J Certificates, to reimburse them for
            any Realized Losses or Expense Losses previously allocated to such
            Class and for which reimbursement has not previously been fully
            paid, plus interest on such Realized Losses or Expense Losses, at
            1/12 the applicable Pass-Through Rate; and

      (10)  to make payments to the holders of the private certificates (other
            than the Class X 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 and Class
            A-4 Certificates, pro rata, in proportion to their respective
            Certificate Balances, in reduction of their respective Certificate
            Balances, until the aggregate Certificate Balance of each such Class
            is reduced to zero; and

      o     second, to the Class A-1, Class A-1A, Class A-2, Class A-3 and Class
            A-4 Certificates, pro rata, based on their respective entitlements
            to reimbursement, for the unreimbursed amount of Realized Losses and
            Expense Losses previously allocated to such Classes, plus interest
            on such Realized Losses or Expense Losses, at 1/12 of the applicable
            Pass-Through Rate.

      On each Distribution Date, following the above-described distributions on
the Offered Certificates and the Class X 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, Class EI Certificate
and Residual Certificates, in alphabetical order of Class designation, in


                                     S-126



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, 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 has been reduced to zero, to pay principal to the
            holders of the particular Class of Certificates, up to an amount
            equal to the lesser of (a) the then outstanding aggregate
            Certificate Balance of such Class of Certificates and (b) the
            aggregate of the remaining Principal Distribution Amount for such
            Distribution Date; and

      (3)   to reimburse the holders of the particular Class of Certificates, up
            to an amount equal to (a) all Realized Losses and Expense Losses, if
            any, previously allocated to such Class of Certificates and for
            which no reimbursement has previously been paid, plus (b) all unpaid
            interest on such amounts, at 1/12 of the Pass-Through Rate of such
            Class of Certificates.

      Any portion of the Available Distribution Amount for any Distribution Date
that is not otherwise payable to the holders of REMIC Regular Certificates as
contemplated above, will be paid to the holders of the Residual Certificates.
Any amount of Excess Interest on deposit in the Excess Interest Sub-account for
the related Collection Period will be paid to the holders of the Class EI
Certificates.

      Excess Liquidation Proceeds will be deposited into the Reserve Account. On
each Distribution Date, amounts on deposit in the Reserve Account will be used,
first, to reimburse the holders of the Principal Balance Certificates -- in
order of alphabetical Class designation (it being understood that the rights of
the holders of the Class A-J Certificates to receive such reimbursements will be
subordinated to the rights of the holders of the Class A-M Certificates) -- for
any, and to the extent of, Realized Losses and Expense Losses previously
allocated to them; and second, upon the reduction of the aggregate Certificate
Balance of the Principal Balance Certificates to zero, to pay any amounts
remaining on deposit in such account to the applicable special servicer as
additional special servicer compensation.

      Distributions of Prepayment Premiums and Yield Maintenance Charges

      On any Distribution Date, Prepayment Premiums or Yield Maintenance Charges
collected in respect of each mortgage loan included in Loan Group 1 during the
related Collection Period will be distributed by the paying agent on the Classes
of Certificates as follows: to the Holders of each of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-M and the Class A-J Certificates, and the 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, which in no event may be greater than
1.0 or less than 0.0, the numerator of which is the amount distributed as
principal to the holders of that Class on that Distribution Date, and the
denominator of which is the total amount distributed as principal to the holders
of all Classes of Certificates, except the Class A-1A Certificates, on that
Distribution Date, (b) the Base Interest Fraction for the related principal
prepayment and that Class and (c) the amount of the Prepayment Premium or Yield
Maintenance Charge collected in respect of such principal prepayment during the
related Collection Period.

      On any Distribution Date, Prepayment Premiums or Yield Maintenance Charges
collected in respect of each mortgage loan included in Loan Group 2 during the
related Collection Period will be distributed by the paying agent as follows: to
the holders of the Class A-1A Certificates then entitled to distributions of
principal on such Distribution Date, an amount equal to the product of (a) a
fraction, which in no event may be greater than 1.0 or less than 0.0, the
numerator of which is the amount distributed as principal to the holders of that
Class on that Distribution Date, and the denominator of which is the total
amount distributed as principal to the holders of the Class A-1A Certificates,
(b) the Base Interest Fraction for the related principal prepayment and that
Class and (c) the amount of the Prepayment Premium or Yield Maintenance Charge
collected in respect of such principal prepayment during the related Collection
Period.


                                     S-127


      Any Prepayment Premiums or Yield Maintenance Charges described in the
previous paragraphs remaining after the distributions described in the
paragraphs above will be distributed to the holders of the Class X Certificates.

      No Prepayment Premiums and Yield Maintenance Charges will be distributed
to holders of the Class J, Class K, Class L, Class M, Class N, Class O, Class P
or Class EI Certificates or the Residual Certificates. Any Prepayment Premiums
or Yield Maintenance Charges distributed to holders of a Class of Certificates
may not be sufficient to compensate those holders for any loss in yield
attributable to the related principal prepayments.

      Treatment of REO Properties

      Notwithstanding that any mortgaged property may be acquired as part of the
trust through foreclosure, deed in lieu of foreclosure or otherwise, the related
mortgage loan will, for purposes of, among other things, determining
Pass-Through Rates of, distributions on and allocations of Realized Losses and
Expense Losses to the Certificates, as well as the amount of Master Servicing
Fees, Trustee Fees, Primary Servicing Fees, Excess Servicing Fees and Special
Servicing Fees payable under the Pooling and Servicing Agreement, be treated as
having remained outstanding until such REO Property is liquidated. In connection
therewith, operating revenues and other proceeds derived from such REO Property,
exclusive of related operating costs, will be "applied" by the applicable master
servicer as principal, interest and other amounts "due" on such mortgage loan;
and, subject to the recoverability determination described under "--Advances"
below and the effect of any Appraisal Reductions described under "--Appraisal
Reductions" below, such master servicer will be required to make P&I Advances in
respect of such mortgage loan, in all cases as if such mortgage loan had
remained outstanding. References to mortgage loan and mortgage loans in the
definitions of Weighted Average Net Mortgage Rate and Principal Distribution
Amount are intended to include any mortgage loan or mortgage loans as to which
the related mortgaged property has become an REO Property.

      Appraisal Reductions

      Not later than the earliest Appraisal Event with respect to any mortgage
loan (or any Serviced Loan Group, as applicable) serviced under the Pooling and
Servicing Agreement, the applicable special servicer is required to obtain an
MAI appraisal, if the Scheduled Principal Balance of the mortgage loan is
greater than $2,000,000, or perform an internal valuation, if the Scheduled
Principal Balance of the mortgage loan (or the Serviced Loan Group, as
applicable) is equal to or less than $2,000,000, of the related mortgaged
property or REO Property, as the case may be; provided, however, that if the
applicable special servicer is required to obtain such MAI appraisal or internal
valuation due to the receipt by such special servicer of a notice of a
bankruptcy proceeding, such MAI appraisal or internal valuation will be obtained
within 60 days of the receipt of such notice. However, the applicable special
servicer, in accordance with the Servicing Standard, need not obtain either the
MAI appraisal or the internal valuation if such an appraisal or valuation had
been obtained within the prior 12 months. MAI appraisals and internal valuations
with respect to the Non-Trust Serviced Pari Passu Loan will be obtained by the
2006-PWR14 Special Servicer, pursuant to the terms of the 2006-PWR14 Pooling and
Servicing Agreement.

      As a result of such MAI appraisal or internal valuation, an Appraisal
Reduction may be created. An Appraisal Reduction will be reduced to zero as of
the date the related mortgage loan (other than the Non-Trust Serviced Pari Passu
Loan) (or Serviced Loan Group, as applicable) is brought current under the then
current terms of the mortgage loan (other than the Non-Trust Serviced Pari Passu
Loan) (or Serviced Loan Group, as applicable) for at least 3 consecutive months.
No Appraisal Reduction will exist as to any mortgage loan after it has been paid
in full, liquidated, repurchased or otherwise disposed of. An appraisal for any
mortgage loan (other than the Non-Trust Serviced Pari Passu Loan) (or Serviced
Loan Group, as applicable) that has not been brought current for at least 3
consecutive months will be updated annually, with a corresponding adjustment to
the amount of the related Appraisal Reduction. In addition, the Operating
Adviser may at any time request the applicable special servicer to obtain - at
the Operating Adviser's expense - an updated appraisal, with a corresponding
adjustment to the amount of the Appraisal Reduction.

      The existence of an Appraisal Reduction will proportionately reduce a
master servicer's or the trustee's, as the case may be, obligation to make P&I
Advances in respect of the related mortgage loan, which will generally result in
a reduction in current distributions in respect of the then most subordinate
Class or Classes of Principal Balance Certificates. See "--Advances--P&I
Advances" below.


                                     S-128



      The Non-Trust Serviced Pari Passu Loan is subject to provisions in the
2006-PWR14 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 the 2006-PWR14 Pooling and Servicing Agreement in
respect of the Non-Trust Serviced Pari Passu Loan will proportionately reduce
the amount of the P&I Advances to be made in respect of the Non-Trust Serviced
Pari Passu 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 and
"Description of the Mortgage Pool--The Non-Trust Serviced Pari Passu Loan" in
this prospectus supplement.

      Subordination; Allocation of Losses and Certain Expenses

      As and to the extent described in this prospectus supplement, the rights
of holders of the Subordinate Certificates to receive distributions of amounts
collected or advanced on the mortgage loans will be subordinated, to the extent
described in this prospectus supplement, to the rights of holders of the Senior
Certificates, and to the rights of the holders of each other Class of
Subordinate Certificates with an earlier alphabetical Class designation (it
being understood that such rights of the holders of the Class A-J Certificates
will be subordinated to the rights of the holders of the Class A-M
Certificates). This subordination is intended to enhance the likelihood of
timely receipt by the holders of the Senior Certificates of the full amount of
all interest payable in respect of the Senior Certificates on each Distribution
Date, and the ultimate receipt by the holders of each Class of Class A Senior
Certificates of principal in an amount equal to the entire Certificate Balance
of the Class A Senior Certificates.

      Similarly, but to decreasing degrees and in alphabetical order of Class
designation (it being understood that such rights of the holders of the Class
A-J Certificates will be subordinated to the rights of the holders of the Class
A-M Certificates), this subordination is also intended to enhance the likelihood
of timely receipt by the holders of the Subordinate Certificates, other than the
Class 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 Classes of Certificates. This subordination will be accomplished by the
application of the Available Distribution Amount on each Distribution Date in
accordance with the order of priority described above under "--Application of
the Available Distribution Amount" and by the allocation of Realized Losses and
Expense Losses as described below. No other form of credit support will be
available for the benefit of the holders of the Certificates.

      Allocation to the Class A Senior Certificates, for so long as they are
outstanding, of the entire Principal Distribution Amount for each Distribution
Date will generally have the effect of reducing the Certificate Balance of those
Classes at a faster rate than would be the case if principal payments were
allocated pro rata to all Classes of Certificates with Certificate Balances.
Thus, as principal is distributed to the holders of the Class A Senior
Certificates, the percentage interest in the trust evidenced by the Class A
Senior Certificates will be decreased, with a corresponding increase in the
percentage interest in the trust evidenced by the Subordinate Certificates,
thereby increasing, relative to their respective Certificate Balances, the
subordination afforded the Class A Senior Certificates by the Subordinate
Certificates.

      Following retirement of the Class A Senior Certificates, the herein
described successive allocation to the Subordinate Certificates, in alphabetical
order of Class designation (it being understood that such rights of the holders
of the Class A-J Certificates will be subordinated to the rights of the holders
of the Class A-M Certificates), in each case until such Class is paid in full,
of the entire Principal Distribution Amount for each Distribution Date will
provide a similar benefit to each such Class of Certificates with regard to the
relative amount of subordination afforded thereto by the other Classes of
Certificates with later alphabetical Class designations (it being understood
that such rights of the holders of the Class A-J Certificates will be
subordinated to the rights of the holders of the Class A-M Certificates).

      Realized Losses of principal and interest on the mortgage loans and
Expense Losses thereon for any Distribution Date, to the extent not previously
allocated and net of amounts, if any, on deposit in the Reserve Account, will be
allocated to the Class P, Class O, Class N, Class M, Class L, Class K, Class J,
Class H, Class G, Class F, Class E, Class D, Class C and Class B Certificates,
and then to the Class A-J Certificates, and then to the Class A-M Certificates,
in that order, and then to the Class A-1, Class A-1A, Class A-2, Class A-3 and
Class A-4 Certificates, pro rata and, solely with respect to losses of interest,
to the Class X Certificates (other than as a


                                     S-129



reduction of the Notional Amount), pro rata with the Class A Senior
Certificates, in each case reducing principal and/or interest otherwise payable
thereon.

      As described in greater detail under "--Advances--Reimbursement of
Advances" below, if any Advance (and interest on such Advance) has been
determined to be nonrecoverable from collections on the related mortgage loan,
the party that made such Advance will be entitled to reimbursement out of
amounts in the Certificate Account in the Collection Period in which the
nonrecoverability determination is made. Any such reimbursement will be made
first from amounts allocable to principal during the Collection Period in which
the reimbursement is made, prior to reimbursement from other collections
(including interest) received during that Collection Period (and similarly, in
subsequent periods, from principal first and then from other collections). Such
reimbursement will create a deficit (or increase an otherwise-existing deficit)
between the total principal balance of the mortgage pool (net of advances of
principal) and the total principal balance of the Certificates. The related
reimbursements and payments made during any Collection Period will therefore
result in the allocation of those amounts (in reverse sequential order in
accordance with the loss allocation rules described in the preceding paragraph)
to reduce the principal balances of the Principal Balance Certificates (without
accompanying principal distributions) on the distribution date for that
Collection Period. If any such Advance, or any portion of any such Advance, is
determined, at any time during this reimbursement process, to be ultimately
nonrecoverable out of collections on the related mortgage loan, then the
applicable master servicer or the trustee, as applicable, will be entitled to
immediate reimbursement out of general collections on the mortgage loans in such
master servicer's Certificate Account as a nonrecoverable Advance in an amount
equal to the portion of that Advance that remains outstanding, plus accrued
interest or, if amounts in such Certificate Account are not sufficient to
reimburse such nonrecoverable Advance, out of the other master servicer's
Certificate Account.

      With respect to the mortgage loan that is a senior note of the related
Serviced Loan Group, Realized Losses will not be allocated to the mortgage loan
of any Serviced Loan Group until such Realized Losses reduce the related
Serviced Companion Loans that are subordinate notes to zero. Any additional
trust expenses under the Pooling and Servicing Agreement that are Expense Losses
are to be paid, first, out of collections on, and other proceeds of, such
subordinate notes until reduced to zero and then the related mortgage loan of
the Serviced Loan Group. With respect to the mortgage loan that is a pari passu
note of the related Serviced Loan Group, Realized Losses for such mortgage loan
will equal a pro rata share (based on principal balance) of the amount of any
loss calculated with respect to the related Serviced Loan Group. Any additional
trust expenses under the Pooling and Servicing Agreement that are Expense Losses
are to be applied to such pari passu note on a pari passu basis (based on
principal balance) with respect to the other pari passu notes in the Serviced
Loan Group.

      Realized Losses with respect to the Non-Trust Serviced Pari Passu Loan
will equal a pro rata share (based on principal balance) of the amount of any
loss calculated with respect to the Non-Trust Serviced Loan Group in accordance
with the 2006-PWR14 Pooling and Servicing Agreement. Any additional trust
expenses (that are equivalent to Expense Losses) allocated to the Non-Trust
Serviced Pari Passu Loan under the 2006-PWR14 Pooling and Servicing Agreement on
a pro rata basis (based on principal balance) will be paid out of collections
on, and other proceeds of, the Non-Trust Serviced Pari Passu Loan and, if such
funds are insufficient, out of general collections in the Certificate Account.

      Prepayment Interest Shortfalls and Prepayment Interest Excesses

      To the extent that the aggregate Prepayment Interest Shortfalls on all
mortgage loans serviced by a master servicer (including Specially Serviced
Mortgage Loans) exceed the aggregate Prepayment Interest Excesses for such
mortgage loans for the related Distribution Date, the Master Servicing Fee
payable to the applicable master servicer will be reduced by the amount of any
Compensating Interest. See "Description of the Offered Certificates--
Distributions--Fees and Expenses" and "Servicing of the Mortgage Loans--The
Master Servicers--Master Servicer Compensation" in this prospectus supplement.

      Any Net Aggregate Prepayment Interest Shortfall for a Distribution Date
will be allocated to each Class of Certificates in proportion to the amount of
Accrued Certificate Interest payable to each 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 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.


                                     S-130



      The Distributable Certificate Interest Amount in respect of any Class of
Certificates will be reduced to the extent any Net Aggregate Prepayment Interest
Shortfalls are allocated to such Class. See "Description of the Offered
Certificates--Distributions--Fees and Expenses" and "Servicing of the Mortgage
Loans--The Master Servicers--Master Servicer Compensation" in this prospectus
supplement.

      On any Distribution Date, to the extent that the aggregate Prepayment
Interest Excesses on all mortgage loans serviced by a master servicer (including
any Specially Serviced Mortgage Loans) exceed the aggregate Prepayment Interest
Shortfalls for such mortgage loans for such Distribution Date, such excess
amount will be payable to the applicable master servicer as additional servicing
compensation.

OPTIONAL TERMINATION

      The holders of a majority of the Controlling Class, the Capmark master
servicer, the Prudential master servicer, the Centerline special servicer and
the holder of the majority interest in the Class R-I Certificates, in that
order, will have the option to purchase, in whole but not in part, the mortgage
loans and any other property remaining in the trust on any Distribution Date on
or after the Distribution Date on which the aggregate Certificate Balance of all
Classes of Principal Balance Certificates then outstanding is less than or equal
to 1% of the Initial Pool Balance.

      The purchase price for any such purchase will be the sum of, without
duplication, 100% of the aggregate unpaid principal balances of the mortgage
loans, other than any mortgage loans as to which a master servicer has
determined that all payments or recoveries with respect thereto have been made,
plus accrued and unpaid interest at the mortgage rate--or the mortgage rate less
the Master Servicing Fee Rate--if a master servicer is the purchaser--to the Due
Date for each mortgage loan ending in the Collection Period with respect to
which such purchase occurs, plus unreimbursed Advances, with interest thereon at
the Advance Rate, and the fair market value of any other property remaining in
the trust. The optional termination of the trust must be conducted so as to
constitute a "qualified liquidation" of each REMIC under Section 860F of the
Code.

      Upon any such termination, the purchase price for the mortgage loans and
the other property in the trust will be applied to pay accrued and unpaid
interest on and reduce the Certificate Balance of all outstanding Classes to
zero in the manner provided under "Description of the Offered
Certificates--Distributions--Application of the Available Distribution Amount"
in this prospectus supplement. Notice of any optional termination must be mailed
by the trustee to the Certificateholders and the Rating Agencies upon the
receipt of written notice of such optional termination.

      ANY SUCH TERMINATION WILL HAVE AN ADVERSE EFFECT ON THE YIELD OF ANY
OUTSTANDING OFFERED CERTIFICATES PURCHASED AT A PREMIUM. SEE "YIELD, PREPAYMENT
AND MATURITY CONSIDERATIONS" IN THIS PROSPECTUS SUPPLEMENT.

ADVANCES

      P&I Advances

      On the business day prior to each Distribution Date, each master servicer
(or the trustee, if applicable) will be obligated to make a P&I Advance for the
mortgage loans for which it is acting as master servicer, unless such master
servicer, the applicable special servicer or the trustee, as the case may be,
has determined, in its sole discretion, exercised in accordance with the
Servicing Standard (or, in the case of the trustee, exercised in accordance with
its good faith business judgment), that the amount to be advanced, plus interest
expected to accrue thereon, would not be recoverable from subsequent payments or
collections, including Insurance Proceeds, Condemnation Proceeds and Liquidation
Proceeds, in respect of the related mortgage loan and only until the mortgage
loan has been liquidated; provided, however, that the amount of any P&I Advance
required to be advanced by the master servicer with respect to interest on a
mortgage loan as to which there has been an Appraisal Reduction will be an
amount equal to the product of:

      o     the amount required to be advanced by such master servicer without
            giving effect to this sentence; and

      o     a fraction, the numerator of which is the Scheduled Principal
            Balance of such mortgage loan as of the immediately preceding
            Determination Date less any Appraisal Reduction in effect with
            respect to such


                                     S-131



            mortgage loan (or, in the case of the mortgage loan related to a
            Serviced Loan Group or the Non-Trust Serviced Pari Passu Loan, the
            portion of the Appraisal Reduction that is allocable to such
            mortgage loan or the Non-Trust Serviced Pari Passu Loan, as
            applicable) and the denominator of which is the Scheduled Principal
            Balance of such mortgage loan as of such Determination Date.

      In addition, the master servicers and the trustee will not in any event be
required to (i) advance Prepayment Premiums, Yield Maintenance Charges, default
interest, Excess Interest or Balloon Payments or (ii) make any P&I Advance with
respect to any Serviced Companion Loan or the Non-Trust Serviced Companion 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 Payments, if such amount is not collected
from the related borrower, subject to the same conditions and limitations, as
described above, that apply to P&I Advances of other Scheduled Payments.

      Each master servicer (and the trustee, if applicable) will be entitled to
interest on P&I Advances made by it, which interest will accrue at the Advance
Rate. This interest and any interest on other Advances, including interest on
the pro rata portion of servicing advances made by the 2006-PWR14 Master
Servicer, the 2006-PWR14 Special Servicer or the 2006-PWR14 Trustee, as
applicable, in respect of the Non-Trust Serviced Pari Passu 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 the 2006-PWR14 Pooling and Servicing Agreement.

      P&I Advances and interest accrued thereon at the Advance Rate will be
reimbursable or payable from recoveries on the related mortgage loans and, to
the extent the applicable master servicer (or the trustee, as applicable)
determines in its sole discretion, exercised in accordance with the Servicing
Standard (or, in the case of the trustee, exercised in accordance with its good
faith business judgment), that a P&I Advance will not be ultimately recoverable
from related recoveries it will recover such amounts from general collections on
all mortgage loans, as described under "--Reimbursement of Advances" below. P&I
Advances made in respect of mortgage loans which have a grace period that
expires after the Determination Date will not begin to accrue interest until the
day succeeding the expiration date of any applicable grace period; provided that
if such P&I Advance is not reimbursed from collections received by the related
borrower by the end of the applicable grace period, Advance interest will accrue
from the date such Advance is made (which will be the Master Servicer Remittance
Date). In no event will the master servicer be required to make aggregate P&I
Advances with respect to any mortgage loan which, when including the amount of
interest accrued thereon at the Advance Rate, equals an amount greater than the
Scheduled Principal Balance plus all overdue amounts thereof, less any Appraisal
Reductions with respect thereto.

      The right of the master servicers and the trustee to reimbursement or
payment out of recoveries will be prior to the right of the Certificateholders
to receive any amounts recovered with respect to any mortgage loan. If a master
servicer fails to make a required P&I Advance, the trustee is required to make
such P&I Advance, subject to the same limitations, and with the same rights,
including the right to receive interest on such P&I Advance, as described above
for a master servicer.

      Servicing Advances

      Servicing Advances, in all cases, will be reimbursable as described below.
Each master servicer will be permitted to pay, or to direct the payment of,
certain servicing expenses directly out of the applicable Certificate Account or
the Distribution Account and under certain circumstances without regard to the
relationship between the expense and the funds from which it is being paid.

      With respect to the mortgaged properties securing the mortgage loans
(other than the Non-Trust Serviced Pari Passu Loan), each master servicer will
be obligated to make Servicing Advances on those mortgage loans for which it is
acting as master servicer for, among other things, real estate taxes prior to
the earlier of the imposition of late tax payment penalty charges or the notice
of intent to create a tax lien on the property and insurance premiums, to the
extent that the trustee as mortgagee has an insurable interest, taking into
account the insurance required at loan closing and insurance coverage is
available at commercially reasonable rates and not paid by the related borrower
on


                                     S-132



a timely basis and for collection or foreclosure costs, including reasonable
attorneys fees. With respect to REO Properties (other than REO Properties with
respect to the Non-Trust Serviced Pari Passu Loan), each master servicer will be
obligated to make Servicing Advances on those mortgage loans for which it is
acting as master servicer, if necessary and to the extent that funds from the
operation of the related REO Property are unavailable to pay any amounts due and
payable, for:

      o     insurance premiums, taking into account the insurance required at
            loan closing and 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.

      In addition, the applicable special servicer may, but is not required to,
make Servicing Advances on an emergency basis.

      Notwithstanding the foregoing, each master servicer will be obligated to
make such Servicing Advances only to the extent that such master servicer or the
applicable special servicer has not determined, as described below, that the
amount so advanced will be nonrecoverable from subsequent payments or
collections, including Insurance Proceeds, Liquidation Proceeds and REO Income,
in respect of such mortgage loan or REO Property; provided, however, that upon a
determination that such amounts would not be recoverable, such master servicer
or the applicable special servicer is required to provide notice of such
determination to the applicable master servicer or the applicable special
servicer and if the applicable special servicer determines that the payment of
such amounts is necessary to preserve the related mortgaged property and would
be in the best interest of the Certificateholders, such master servicer is
required to pay such amounts from amounts in the related Certificate Account.

      The master servicers may incur certain costs and expenses in connection
with the servicing of a mortgage loan (or Serviced Loan Group, as applicable) or
the administration of REO Property. Servicing Advances, including interest
accrued thereon at the Advance Rate, will be reimbursable from recoveries or
collections on the related mortgage loan (and, if applicable, the related
Serviced Companion Loans) or REO Property. However, if a master servicer
determines, as described below, that any Servicing Advance previously made, and
accrued interest thereon at the Advance Rate, will not be ultimately recoverable
from such related recoveries, such Advances and accrued interest will generally
be reimbursable from amounts on deposit in the applicable Certificate Account
(or if not available from such Certificate Account, from the other Certificate
Account in certain circumstances) or the Distribution Account. If a master
servicer fails to make a required Servicing Advance (other than an Advance
determined to be a nonrecoverable Advance), the trustee is required to make such
Servicing Advance, subject to the same limitations, and with the same rights,
including the right to receive interest on such Servicing Advance, as described
above for a master servicer.

      In general, none of the master servicers, the special servicers or the
trustee will be required to make any Servicing Advances with respect to the
Non-Trust Serviced Pari Passu Loan under the Pooling and Servicing Agreement.
Those advances will be made by the 2006-PWR14 Master Servicer, the 2006-PWR14
Special Servicer or the 2006-PWR14 Trustee in accordance with the 2006-PWR14
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 the Non-Trust Serviced Loan Group under the
2006-PWR14 Pooling and Servicing Agreement, the party making that advance will
be entitled to be reimbursed with interest thereon as set forth in the
2006-PWR14 Pooling and Servicing Agreement, including in the event of a
nonrecoverability determination by the 2006-PWR14 Master Servicer, from general
collections on all mortgage loans (up to the Non-Trust Serviced Pari Passu
Loan's pro rata portion of such servicing advance).

      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


                                     S-133



Accounts in the Collection Period in which the nonrecoverability determination
is made. Any reimbursement of nonrecoverable Advances will be made first from
amounts in the Certificate Accounts allocable to principal during the Collection
Period in which the reimbursement is made, prior to reimbursement from other
collections (including interest) received during that Collection Period (and
similarly, in subsequent periods, from principal first and then from other
collections). If the amount in the Certificate Accounts allocable to principal
on the mortgage loans is insufficient to fully reimburse the party entitled to
reimbursement, then such party may elect in its sole discretion as an
accommodation to the Certificateholders to defer reimbursement of the portion
that exceeds such amount allocable to principal (in which case interest will
continue to accrue on the unreimbursed portion of the Advance) for no more than
6 Collection Periods without the consent of the Operating Adviser and, in any
event, 12 Collection Periods in the aggregate. If such master servicer or
trustee, as applicable, determines, in its sole discretion, for any reason to
recover its nonrecoverable Advances, then such master servicer or trustee, as
applicable, will be entitled to immediate reimbursement of those nonrecoverable
Advances with interest at the Advance Rate. Such master servicer's or trustee's,
as applicable, agreement to defer reimbursement of such nonrecoverable Advances
shall not be construed as an obligation on the part of such master servicer or
the trustee, or a right of the Certificateholders. No such deferment shall be
deemed to create in the Certificateholders a right to prior payment of
distributions over such master servicer's or the trustee's right to
reimbursement for Advances. Deferred Advances shall continue to earn interest at
the Advance Rate. In all events the decision to defer reimbursement or seek
immediate reimbursement of nonrecoverable Advances shall be deemed to be in
accordance with the Servicing Standard, in the case of the master servicers and,
with respect to the trustee, in accordance with its good faith business
judgment.

      If such party does not elect to defer reimbursement of such amount, then
such party will be entitled to reimbursement of such insufficiency out of any
amounts on deposit in the Certificate Accounts. If a monthly P&I Advance or
Servicing Advance is made with respect to a mortgage loan after a default
thereon and the mortgage loan is thereafter worked out under terms that do not
provide for the repayment of those Advances (together with interest thereon) in
full at the time of the workout (but such amounts become an obligation of the
borrower to be paid in the future), then such Advance, unless determined to be
nonrecoverable, will be reimbursable only from amounts in the Certificate
Accounts that represent principal on the mortgage loans, net of any
nonrecoverable Advances then outstanding and reimbursable from such amounts. To
the extent that the reimbursement is made from principal, the Principal
Distribution Amount otherwise payable on the Certificates on the related
distribution date will be reduced and, in the case of reimbursement of
nonrecoverable Advances, a Realized Loss will be allocated (in reverse
sequential order in accordance with the loss allocation rules described above
under "--Subordination; Allocation of Losses and Certain Expenses") to reduce
the total principal balance of the Certificates on that distribution date. Any
provision in the Pooling and Servicing Agreement for any Servicing Advance or
P&I Advance by any master servicer, any special servicer or the trustee is
intended solely to provide liquidity for the benefit of the Certificateholders
and not as credit support or otherwise to impose on any such person or entity
the risk of loss with respect to one or more of the mortgage loans.

      Nonrecoverable Advances

      The determination that any P&I Advance or Servicing Advance, previously
made or proposed to be made, would not be recoverable for a particular mortgage
loan will be made in the sole discretion of the applicable master servicer or
the applicable special servicer (exercised in accordance with the Servicing
Standard) or the trustee (exercised in accordance with its good faith business
judgment), and is required to be accompanied by an officer's certificate
delivered to the trustee, the applicable special servicer or the applicable
master servicer, the Operating Adviser, the holder of the related Serviced
Companion Loan, the Rating Agencies, the paying agent and us, setting forth the
reasons for such determination, with copies of appraisals or internal
valuations, if any, or other information that supports such determination. A
master servicer's or a special servicer's determination of nonrecoverability
(or, with respect to any P&I Advances on the Non-Trust Serviced Pari Passu Loan,
the determination of nonrecoverability of the 2006-PWR14 Master Servicer or
other applicable party under the 2006-PWR14 Pooling and Servicing Agreement)
will be conclusive and binding upon the Certificateholders and the trustee. The
trustee will be entitled to rely conclusively on any determination by such
master servicer or the applicable special servicer of nonrecoverability (or,
with respect to any P&I Advances on the Non-Trust Serviced Pari Passu Loan, the
determination of nonrecoverability of the 2006-PWR14 Master Servicer or other
applicable party under the 2006-PWR14 Pooling and Servicing Agreement) with
respect to such Advance and will have no obligation to make a separate
determination of recoverability.


                                     S-134



      In addition, a master servicer or a special servicer, in considering
whether a P&I Advance or Servicing Advance is a nonrecoverable Advance, will be
entitled to give due regard to the existence of any outstanding nonrecoverable
Advance with respect to other mortgage loans which, at the time of such
consideration, the reimbursement of which is being deferred or delayed by a
master servicer, a special servicer or the trustee because there is insufficient
principal available for such reimbursement, in light of the fact that proceeds
on the related mortgage loan are a source of reimbursement not only for the P&I
Advance or Servicing Advance under consideration, but also as a potential source
of reimbursement of such nonrecoverable Advance which is or may be being
deferred or delayed. In addition, any such master servicer or special servicer
may update or change its recoverability determinations at any time (but not
reverse any other master servicer or special servicer's determination that an
P&I Advance or Servicing Advance is a nonrecoverable Advance).

      If the applicable master servicer receives written notice by the
2006-PWR14 Master Servicer (which notice will not be necessary for so long as
both of such master servicers are the same entity) that the 2006-PWR14 Master
Servicer (or other applicable party under the 2006-PWR14 Pooling and Servicing
Agreement) has determined, with respect to the Non-Trust Serviced Companion
Loan, that any proposed advance of scheduled principal and interest payments
would be, or that any outstanding advance of scheduled principal and interest
payments is, a nonrecoverable advance, then neither the applicable master
servicer nor the trustee will be permitted to make any additional P&I Advances
with respect to the Non-Trust Serviced Pari Passu Loan. Following receipt of
such notice, such advancing parties may resume making P&I Advances with respect
to the Non-Trust Serviced Pari Passu Loan if the applicable master servicer has
consulted with the 2006-PWR14 Master Servicer (or other applicable party under
the 2006-PWR14 Pooling and Servicing Agreement) and they agree that
circumstances with respect to the Non-Trust Serviced Loan Group have changed
such that a proposed future advance of scheduled principal and interest payments
would not be a nonrecoverable Advance. Notwithstanding the foregoing, the
applicable master servicer will continue to have the discretion to determine
that any future P&I Advance would be, or that any outstanding P&I Advance is, as
applicable, a nonrecoverable Advance. Once such a determination is made by the
applicable master servicer or the applicable master servicer receives written
notice of such determination from the 2006-PWR14 Master Servicer, the applicable
master servicer will be required to follow the process set forth in this
paragraph before making any additional P&I Advances with respect to the
Non-Trust Serviced Pari Passu Loan.

      With respect to the Non-Trust Serviced Loan Group, neither the 2006-PWR14
Master Servicer nor the 2006-PWR14 Trustee will make a servicing advance if it
makes a determination of non-recoverability substantially similar to the
determination of non-recoverability set forth in the second preceding paragraph,
in accordance with the 2006-PWR14 Pooling and Servicing Agreement.

REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION

      Paying Agent Reports

      Based solely on information provided in monthly reports prepared by the
master servicers and the special servicers and delivered to the paying agent,
the paying agent will be required to provide or make available to each
Certificateholder on each Distribution Date:

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

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

            (2)   the Available Distribution Amount for the Distribution Date,
                  and any other cash flows received on the mortgage loans and
                  applied to pay fees and expenses (including the components of
                  Available Distribution Amount or such other cash flows);

            (3)   the aggregate amount of servicing fees, special servicing
                  fees, other special servicing compensation, trustee fees and
                  paying agent fees paid, respectively, to the master servicers,
                  the special servicers, the trustee and the paying agent with
                  respect to the Mortgage Pool and with respect to each Loan
                  Group;


                                     S-135



            (4)   the amount of other fees and expenses accrued and paid from
                  the trust fund, including without limitation Advance
                  reimbursement and interest on Advances, and specifying the
                  purpose of such fees or expenses and the party receiving
                  payment of those amounts, if applicable;

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

            (6)   the amount of such distribution to holders of each Class of
                  REMIC Regular Certificates allocable to (A) interest and (B)
                  Prepayment Premiums or Yield Maintenance Charges;

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

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

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

            (10)  the number of outstanding mortgage loans and the aggregate
                  principal balance and Scheduled Principal Balance of the
                  mortgage loans and weighted average remaining term at the
                  close of business on the related Determination Date, with
                  respect to the Mortgage Pool and with respect to each Loan
                  Group;

            (11)  the number and aggregate Scheduled Principal Balance of
                  mortgage loans, with respect to the Mortgage Pool and with
                  respect to each Loan Group:

                  First, delinquent 30 to 59 days,

                  Second, delinquent 60 to 89 days,

                  Third, delinquent 90 days or more,

                  Fourth, as to which foreclosure proceedings have been
                  commenced, or

                  Fifth, as to which bankruptcy proceedings have been commenced;

            (12)  the aggregate amount and general purpose of Servicing Advances
                  and P&I Advances outstanding, separately stated, that have
                  been made by the master servicers and the trustee, with
                  respect to the Mortgage Pool and with respect to each Loan
                  Group;

            (13)  the number and related principal balances of any mortgage
                  loans modified, extended or waived on a loan-by-loan basis
                  since the previous Determination Date (including a description
                  of any material modifications, extensions or waivers to
                  mortgage loan terms, fees, penalties or payments during the
                  distribution period or that have cumulatively become material
                  over time);

            (14)  material breaches of mortgage loan representations and
                  warranties of which the trustee, a master servicer or a
                  special servicer has received written notice;

            (15)  material breaches of any covenants under the Pooling and
                  Servicing Agreement of which the trustee, a master servicer or
                  a special servicer has received written notice;

            (16)  if applicable to any transaction, information regarding any
                  tests used for determining any early amortization, liquidation
                  or other performance trigger and whether the trigger was met;

            (17)  with respect to any REO Property included in the trust, the
                  principal balance of the related mortgage loan as of the date
                  of acquisition of the REO Property and the Scheduled Principal
                  Balance of the mortgage loan;


                                     S-136



            (18)  as of the related Determination Date:

                  First, as to any REO Property sold during the related
                  Collection Period, the date of the related determination by
                  the applicable special servicer that it has recovered all
                  payments which it expects to be finally recoverable and the
                  amount of the proceeds of such sale deposited into the
                  applicable Certificate Account, and

                  Second, the aggregate amount of other revenues collected by
                  the applicable special servicer with respect to each REO
                  Property during the related Collection Period and credited to
                  the applicable Certificate Account, in each case identifying
                  such REO Property by the loan number of the related mortgage
                  loan;

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

            (20)  the aggregate amount of Principal Prepayments made during the
                  related Collection Period, with respect to the Mortgage Pool
                  and with respect to each Loan Group;

            (21)  the Pass-Through Rate applicable to each Class of REMIC
                  Regular Certificates for such Distribution Date;

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

            (23)  the amount of any Appraisal Reductions effected during the
                  related Collection Period on a loan-by-loan basis and the
                  total Appraisal Reductions in effect as of such Distribution
                  Date, with respect to the Mortgage Pool and with respect to
                  each Loan Group;

            (24)  as determined and/or approved by the Depositor, any other
                  information necessary to satisfy the requirements of Item
                  1121(a) of Regulation AB that can, in the Paying Agent's
                  reasonable judgment, be included on the Monthly
                  Certificateholders Report without undue difficulty; and

      (b)   A report containing information regarding the mortgage loans as of
            the end of the related Collection Period, which report will contain
            substantially the categories of information regarding the mortgage
            loans presented in Appendix I and will be presented in a tabular
            format substantially similar to the format utilized in Appendix I.

      The reports described in clauses (a) and (b) above may be combined into 1
report for purposes of dissemination.

      In the case of information furnished pursuant to subclauses (a)(5), (a)(6)
and (a)(7) above, the amounts shall be expressed as a dollar amount per $1,000
of original actual principal amount of the Certificates for all Certificates of
each applicable Class.

      The paying agent will make the foregoing reports and certain other
information available each month to the general public via the paying agent's
website, which shall initially be located at http://www.usbank.com/abs. In
addition, the paying agent will also make certain other additional reports
available via the paying agent's website on a restricted basis to Morgan Stanley
Capital I Inc. and its designees, the Rating Agencies, parties to the Pooling
and Servicing Agreement, the Underwriters, the Certificateholders and any
prospective investors or beneficial owners of Certificates who provide the
paying agent with an investor certification satisfactory to the paying agent. In
addition, the paying agent will make available on its website any reports on
Forms 10-D, 10-K and 8-K that have been prepared and filed with respect to the
trust through the EDGAR system. For assistance with the paying agent's website,
investors may call (800) 934-6802. 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.


                                     S-137



      In connection with providing access to the paying agent's website, the
paying agent may require registration and the acceptance of a disclaimer. The
trustee and the paying agent will not be liable for the dissemination of
information in accordance with the Pooling and Servicing Agreement.

      On an annual basis, the master servicers are required to deliver or make
available electronically the Annual Report to the trustee and the paying agent,
and the paying agent will make such report available as described above to the
Underwriters, the Certificateholders, Morgan Stanley Capital I Inc. and its
designees, the parties to the Pooling and Servicing Agreement, the Rating
Agencies and any prospective investors or beneficial owners of Certificates who
provide the paying agent with an investor certification satisfactory to the
paying agent.

      The paying agent is required to make available at its corporate trust
offices (either in physical or electronic form), during normal business hours,
upon reasonable advance written notice for review by any certificateholder, any
certificate owner, any prospective investor, the Underwriters, each Rating
Agency, the special servicers, the holder of the related Serviced Companion
Loan, the Depositor, originals or copies of, among other things, the following
items (to the extent such items are in its possession): (i) the most recent
property inspection reports in the possession of the paying agent in respect of
each mortgaged property and REO Property, (ii) the most recent mortgaged
property/REO Property rent roll and annual operating statement, if any,
collected or otherwise obtained by or on behalf of the master servicers or the
special servicers and delivered to the paying agent, (iii) any Phase I
Environmental Report or engineering report prepared or appraisals performed in
respect of each mortgaged property; provided, however, that the paying agent
shall be permitted to require payment by the requesting party (other than either
Rating Agency) of a sum sufficient to cover the reasonable expenses actually
incurred by the paying agent of providing access or copies (including electronic
or digital copies) of any such information reasonably requested in accordance
with the preceding sentence.

      Other Information

      The Pooling and Servicing Agreement generally requires that the trustee
and/or the paying agent make available, at its corporate trust office or at such
other office as it may reasonably designate, during normal business hours, upon
reasonable advance notice for review by any Certificateholder, the holder of the
related Serviced Companion Loan, each Rating Agency or Morgan Stanley Capital I
Inc., originals or copies of, among other things, the following items (to the
extent such items are in its possession), except to the extent not permitted by
applicable law or under any of the mortgage loan documents:

      o     the Pooling and Servicing Agreement and any amendments thereto;

      o     all reports or statements delivered to holders of the relevant Class
            of Certificates since the Closing Date;

      o     all officer's certificates delivered to the paying agent since the
            Closing Date;

      o     all accountants' reports delivered to the paying agent since the
            Closing Date;

      o     the mortgage loan files;

      o     the most recent property inspection report prepared by or on behalf
            of the master servicers or the special servicers in respect of each
            mortgaged property;

      o     the most recent mortgaged property rent rolls and annual operating
            statements, if any, collected by or on behalf of the master
            servicers or the special servicers and delivered to the paying
            agent;

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

      o     any and all officer's certificates and other evidence delivered to
            the trustee to support a master servicer's determination that any
            Advance was not or, if made, would not be, recoverable.

      Copies of any and all of the foregoing items and any servicer reports will
be available from the paying agent (or, with respect to the mortgage files and
certain other items, the trustee) upon request; however, the paying agent or
trustee will be permitted to require the requesting party to pay a sum
sufficient to cover the reasonable costs and


                                     S-138


expenses of providing such copies. Recipients of such information will generally
be required to acknowledge that such information may be used only in connection
with an evaluation of the Certificates by such recipient and in accordance with
applicable law.

      The trust will file distribution reports on Form 10-D, annual reports on
Form 10-K and (if applicable) current reports on Form 8-K with the Securities
and Exchange Commission (the "Commission") regarding the Certificates, to the
extent, and for such time, as it shall be required to do so under the Securities
Exchange Act of 1934, as amended. Such reports will be filed under the name
"Morgan Stanley Capital I Trust 2007-IQ15." Members of the public may read and
copy any materials filed with the Commission at the Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Additional
information regarding the Public Reference Room can be obtained by calling the
Commission at 1-800-SEC-0330. The Commission also maintains a site on the World
Wide Web at "http://www.sec.gov" at which you can view and download copies of
reports, proxy and information statements and other information filed
electronically through the Electronic Data Gathering, Analysis and Retrieval
("EDGAR") system. The Depositor has filed the accompanying prospectus and the
related registration statement, including all exhibits thereto as well as this
prospectus supplement, through the EDGAR system, so the materials should be
available by logging onto the Commission's website. The Commission maintains
computer terminals providing access to the EDGAR system at the office referred
to above.

      Book-Entry Certificates

      Until such time, if any, as definitive certificates are issued in respect
of the Offered Certificates, the foregoing information and access will be
available to the related Certificate Owners only to the extent it is forwarded
by, or otherwise available through, DTC and its Participants or otherwise made
available publicly by the paying agent. The manner in which notices and other
communications are conveyed by DTC to its Participants, and by such Participants
to the Certificate Owners, will be governed by arrangements among them, subject
to any statutory or regulatory requirements as may be in effect from time to
time.

      The master servicers, the special servicers, the paying agent and the
Depositor are required to recognize as Certificateholders only those persons in
whose names the Certificates are registered with the Certificate Registrar as of
the related Record Date; however, any Certificate Owner that has delivered to
the Certificate Registrar a written certification, in the form prescribed by the
Pooling and Servicing Agreement, regarding such Certificate Owner's beneficial
ownership of Offered Certificates will be recognized as a Certificateholder for
purposes of obtaining the foregoing information and access.

EXAMPLE OF DISTRIBUTIONS

      The following chart sets forth an example of distributions on the
Certificates assuming the Certificates are issued in August 2007:



The close of business on:

August 1, 2007                       (A)     Cut-off Date.
August 31, 2007                      (B)     Record Date for all Classes of Certificates.
August 2-September 7, 2007           (C)     The Collection Period.  Each master servicer receives Scheduled
                                             Payments due after the Cut-off Date
                                             and any Principal Prepayments made
                                             after the Cut-off Date and on or
                                             prior to September 7.
September 7, 2007                    (D)     Determination Date for mortgage loans.
September 12, 2007                   (E)     Master Servicer Remittance Date (1 Business Day prior to the
                                             Distribution Date).
September 13, 2007                   (F)     Distribution Date.


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

      First, The outstanding principal balance of the mortgage loans will be the
aggregate outstanding principal balance of the mortgage loans at the close of
business on the Cut-off Date, after deducting principal payments due on or
before such date, whether or not received. Principal payments due on or before
such date, and the accompanying interest payments, are not part of the trust.


                                     S-139



      Second, Distributions on the next Distribution Date will be made to those
persons that are the Certificateholders of record on this date. Each subsequent
Record Date will be the last business day of the month preceding the related
Distribution Date.

      Third, Any Scheduled Payments due and collected and Principal Prepayments
collected, after the Cut-off Date will be deposited into the applicable
Certificate Account. Each subsequent Collection Period will begin on the day
after the Determination Date in the month preceding the month of each
Distribution Date and will end on the Determination Date in the month in which
the Distribution Date occurs.

      Fourth, Generally, as of the close of business on the Determination Date,
each master servicer will have determined the amounts of principal and interest
that will be remitted with respect to the related Collection Period.

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

      Sixth, The paying agent will make distributions to the Certificateholders
on the fourth business day following the determination date 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--Relevant Parties and
Dates--Expected Final Distribution Dates" in this prospectus supplement is the
date on which such Class is expected to be paid in full, assuming timely
payments and no Principal Prepayments will be made on the mortgage loans in
accordance with their terms and otherwise based on the Structuring Assumptions.
The actual final distribution date for any Class may be earlier or later (and
could be substantially later) than the Expected Final Distribution Date.

      The Rated Final Distribution Date of each Class of Offered Certificates is
the Distribution Date in June 2049.

      The ratings assigned by the Rating Agencies to each Class of Principal
Balance Certificates reflects an assessment of the likelihood that the
Certificateholders of such Class will receive, on or before the Rated Final
Distribution Date, all principal distributions to which they are entitled.

AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT

      The Pooling and Servicing Agreement may be amended from time to time by
the parties thereto, without notice to or the consent of any of the Holders, to
do the following:

      o     to cure any ambiguity;

      o     to cause the provisions therein to conform to or be consistent with
            or in furtherance of the statements made with respect to the
            Certificates, the trust or the Pooling and Servicing Agreement in
            this prospectus supplement, the accompanying prospectus or the
            memorandum under which certain of the Subordinate Certificates are
            being offered, or to correct or supplement any provision which may
            be inconsistent with any other provisions;

      o     to amend any provision thereof to the extent necessary or desirable
            to maintain the status of each REMIC created under the Pooling and
            Servicing Agreement (or the interest represented by the Class EI
            that evidence beneficial ownership of the grantor trust assets) for
            the purposes of federal income tax (or comparable provisions of
            state income tax law);

      o     to make any other provisions with respect to matters or questions
            arising under or with respect to the Pooling and Servicing Agreement
            not inconsistent with the provisions therein;

      o     to modify, add to or eliminate the provisions in the Pooling and
            Servicing Agreement relating to transfers of residual certificates;


                                     S-140


      o     to amend any provision to the extent necessary or desirable to list
            the Certificates on a stock exchange, including, without limitation,
            the appointment of one or more sub-paying agents and the requirement
            that certain information be delivered to such sub-paying agents; or

      o     to make any other amendment which does not adversely affect in any
            material respect the interests of any Certificateholder (unless such
            Certificateholder consents).

      No such amendment effected pursuant to the first, second or fourth bullet
above may (A) adversely affect in any material respect the interests of any
Holder not consenting thereto without the consent of 100% of the
Certificateholders or (B) adversely affect the status of any REMIC created under
the Pooling and Servicing Agreement (or the interest represented by the Class EI
Certificates that evidence beneficial ownership of the grantor trust assets).
Prior to entering into any amendment without the consent of Holders pursuant to
this paragraph, the trustee may require an opinion of counsel.

      The Pooling and Servicing Agreement may also be amended from time to time
by the agreement of the parties thereto (without the consent of the
Certificateholders) and with the written confirmation of the Rating Agencies
that such amendment would not cause the ratings on any Class of Certificates to
be qualified, withdrawn or downgraded; provided, however, that such amendment
may not effect any of the items set forth in the bullet points of the proviso in
the next succeeding paragraph. The trustee may request, at its option, to
receive an opinion of counsel, addressed to the parties to the Pooling and
Servicing Agreement and any primary servicer, that any amendment pursuant to
this paragraph is permitted under the Pooling and Servicing Agreement.

      The Pooling and Servicing Agreement may also be amended from time to time
by the parties with the consent of the Holders of not less than 51% of the
aggregate certificate balance of the Certificates then outstanding (as
calculated under the Pooling and Servicing Agreement), for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of the Pooling and Servicing Agreement or of modifying in any manner the rights
of the Holders; provided that no such amendment may:

      o     reduce in any manner the amount of, or delay the timing of the
            distributions required to be made on any certificate without the
            consent of the Holder of such certificate;

      o     adversely affect in any material respect the interests of the
            Holders of the Certificates in a manner other than as described in
            the immediately preceding bullet, without the consent of the Holders
            of all Certificates affected thereby;

      o     significantly change the activities of the trust, without the
            consent of the Holders of Certificates representing more than 50% of
            all the voting rights;

      o     reduce the aforesaid percentages of aggregate certificate percentage
            or certificate balance, the Holders of which are required to consent
            to any such amendment without the consent of all the Holders of each
            Class of Certificates affected thereby;

      o     eliminate the master servicers' or the trustee's obligation to
            advance or alter the Servicing Standard except as may be necessary
            or desirable to comply with Sections 860A through 860G of the Code
            and related Treasury Regulations and rulings promulgated thereunder;

      o     adversely affect the status of any grantor trust created out of the
            related portion of the trust, for federal income tax purposes,
            without the consent of 100% of the Class EI Certificateholders; 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 (other than the Class EI
            Certificateholders, but including the Class R-I, Class R-II and
            Class R-III Certificateholders). The trustee may request, at its
            option, to receive an opinion of counsel that any amendment pursuant
            to this paragraph is permitted under the Pooling and Servicing
            Agreement.

      No amendment to the Pooling and Servicing Agreement may change in any
manner the obligations of any mortgage loan seller under the related Mortgage
Loan Purchase Agreement without the consent of the mortgage loan


                                     S-141



seller or materially and adversely affect the rights of the holder of any
Serviced Companion Loan without the consent of such holder.

EVIDENCE AS TO COMPLIANCE

      Each of the master servicers, the special servicers, the trustee and the
paying agent will be required under the Pooling and Servicing Agreement, and we
expect that each Additional Servicer and each sub-servicer will be required
under the applicable primary servicing or sub-servicing agreement, to deliver
annually, to the trustee, the paying agent and the Depositor on or before the
date specified in the Pooling and Servicing Agreement or the applicable primary
servicing or sub-servicing agreement, an officer's certificate stating that (i)
a review of that party's servicing activities during the preceding calendar year
or portion of that year and of performance under the Pooling and Servicing
Agreement or the applicable primary servicing or sub-servicing agreement in the
case of an Additional Servicer or other sub-servicer, has been made under the
officer's supervision, and (ii) to the best of the officer's knowledge, based on
the review, such party has fulfilled all its obligations under the Pooling and
Servicing Agreement or the applicable primary servicing or sub-servicing
agreement in the case of an Additional Servicer or other sub-servicer, in all
material respects throughout the year or portion thereof, or, if there has been
a failure to fulfill any such obligation in any material respect, specifying the
failure known to the officer and the nature and status of the failure.

      In addition, the master servicers, the special servicers, 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; provided, however, that with respect to each year in respect
of which the Trustee, on behalf of the Trust, is not required under the
Securities and Exchange Act of 1934, as amended, to file reports with the
Commission regarding the Certificates, each party that is required to deliver an
Assessment of Compliance, in lieu of delivering an Attestation Report, may, at
such party's option, instead deliver a report of a registered public accounting
firm, prepared in accordance with Uniform Single Attestation Program ("USAP"),
to the effect that such firm has examined the servicing operations of such party
for the previous calendar year and that on the basis of such examination, such
party has complied during such previous calendar year with the minimum servicing
standards identified in USAP in all material respects, except for such
significant exceptions or errors in records that, in the opinion of such firm,
USAP requires it to report.


                                     S-142


                  YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

GENERAL

      The yield to maturity on the Offered Certificates will be affected by the
price paid by the Certificateholder, the related Pass-Through Rates and the
rate, timing and amount of distributions on such Offered Certificates. The rate,
timing and amount of distributions on any such certificate will in turn depend
on, among other things:

      o     the Pass-Through Rate for such certificate;

      o     the rate and timing of principal payments, including Principal
            Prepayments, and other principal collections on the mortgage loans
            (including payments of principal arising from purchases of mortgage
            loans in connection with Material Breaches and Material Document
            Defects) and the extent to which such amounts are to be applied in
            reduction of the Certificate Balance or Notional Amount of such
            certificate;

      o     the rate, timing and severity of Realized Losses and Expense Losses
            and the extent to which such losses and expenses are allocable in
            reduction of the Certificate Balance or Notional Amount of such
            certificate or in reduction of amounts distributable thereon;

      o     the rate and timing of any reimbursement of the master servicers,
            the special servicers 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 11th day of the month
following the month of accrual without any additional distribution of interest
or earnings thereon in respect of such delay.

PASS-THROUGH RATES

      The interest rates on certain of the Certificates may be based on a
Weighted Average Net Mortgage Rate. The interest rates on certain of the
Certificates may be capped at such Weighted Average Net Mortgage Rate.
Accordingly, the yield on those Classes of Certificates may be sensitive to
changes in the relative composition of the Mortgage Pool as a result of
scheduled amortization, voluntary and involuntary prepayments and any
unscheduled collections of principal and/or any experience of Realized Losses as
a result of liquidations of mortgage loans. In general, the effect of any such
changes on such yields and Pass-Through Rates for such Certificates will be
particularly adverse to the extent that mortgage loans with relatively higher
mortgage rates experience faster rates of such scheduled amortization, voluntary
prepayments and unscheduled collections or Realized Losses than mortgage loans
with relatively lower mortgage rates. In general, the effect of any such changes
on the yields and Pass-Through Rates for those 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 Classes of Certificates. As described in this prospectus
supplement, the Principal Distribution Amount for each Distribution Date will be
distributable entirely in respect of the Class A Senior Certificates until the
Certificate Balance thereof is reduced to zero and will thereafter be
distributable entirely in respect of each other Class of Principal Balance
Certificates, in descending alphabetical, and, if applicable, ascending
numerical, order of Class designation, in each case until the aggregate
Certificate Balance of such Class of Certificates is, in turn, reduced to zero
(it being


                                     S-143



understood that the Principal Distribution Amount will be distributable first,
to the Class A-M Certificates, and then, to the Class A-J Certificates).
Consequently, the rate and timing of principal payments that are distributed or
otherwise result in reduction of the aggregate Certificate Balance of each Class
of Offered Certificates will be directly related to the rate and timing of
principal payments on or in respect of the mortgage loans, which will in turn be
affected by the amortization schedules thereof, the dates on which Balloon
Payments are due, any extension of maturity dates by the applicable special
servicer, the rate and timing of any reimbursement of a master servicer, a
special servicer or the trustee, as applicable, out of the Certificate Account
of nonrecoverable Advances or Advances remaining unreimbursed on a modified
mortgage loan on the date of such modification (together with interest on such
Advances), and the rate and timing of Principal Prepayments and other
unscheduled collections thereon, including for this purpose, collections made in
connection with liquidations of mortgage loans due to defaults, casualties or
condemnations affecting the mortgaged properties and purchases of mortgage loans
out of the trust.

      A concentration of mortgage loans secured by the same mortgaged property
types can increase the risk that a decline in a particular industry or business
would have a disproportionately large impact on the Mortgage Pool. In
particular, the mortgage loans in Loan Group 1 are secured primarily by
mortgaged properties other than multifamily and the mortgage loans in Loan Group
2 are secured primarily by multifamily mortgaged properties. Because principal
distributions on the Class A-1A Certificates are generally received from
collections on the mortgage loans in Loan Group 2, an adverse event with respect
to related multifamily mortgaged properties would have a substantially greater
impact on the Class A-1A Certificates than if such Class received principal
distributions from other property types as well. However, on and after any
Distribution Date on which the Certificate Balances of the Class A-M through
Class P Certificates have been reduced to zero, the Class A-1A Certificates will
receive principal distributions from the collections on the Mortgage Pool, pro
rata, with the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates.
Furthermore, because the amount of principal that will be distributed to the
Class A-1, Class A-1A, Class A-2, Class A-3 and Class A-4 Certificates will
generally be based upon the particular Loan Group that the related mortgage loan
is deemed to be in, the yield on the Class A-1, Class A-2, Class A-3 and Class
A-4 Certificates will be particularly sensitive to prepayments on mortgage loans
in Loan Group 1, the yield on the Class A-1A Certificates will be particularly
sensitive to prepayments on mortgage loans in Loan Group 2.

      With respect to Mortgage Loan No. 55, Regal Cinema-Eagan, the borrower may
defease such mortgage loan at any time, because the related lockout period has
expired. Upon notice of such a defeasance, the related mortgage loan seller must
repurchase such mortgage loan from the trust (if such defeasance will be made
within 2 years following the date of issuance of the Certificates) prior to such
defeasance, the proceeds of which would be the equivalent of a prepayment of
such mortgage loan with a yield maintenance premium.

      Although the borrower under an ARD Loan may have incentives to prepay the
ARD Loan on its Anticipated Repayment Date, there is no assurance that the
borrower will be able to prepay the ARD Loan on its Anticipated Repayment Date.
The failure of the borrower to prepay the ARD Loan on its Anticipated Repayment
Date will not be an event of default under the terms of that mortgage loan.
However, the Pooling and Servicing Agreement will require action to be taken to
enforce the trust's right to apply excess cash flow generated by the mortgaged
property to the payment of principal in accordance with the terms of the ARD
Loan documents.

      Prepayments and, assuming the respective maturity dates therefor have not
occurred, liquidations of the mortgage loans will result in distributions on the
Certificates of amounts that would otherwise be distributed over the remaining
terms of the mortgage loans and will tend to shorten the weighted average lives
of the Principal Balance Certificates. Any early termination of the trust as
described in this prospectus supplement under "Description of the Offered
Certificates--Optional Termination" will also shorten the weighted average lives
of those Certificates then outstanding. Defaults on the mortgage loans,
particularly at or near their maturity dates, may result in significant delays
in payments of principal on the mortgage loans, and, accordingly, on the
Principal Balance Certificates, while work-outs are negotiated or foreclosures
are completed, and such delays will tend to lengthen the weighted average lives
of those Certificates. See "Servicing of the Mortgage Loans--Mortgage Loan
Modifications" in this prospectus supplement.

      The extent to which the yield to maturity of any offered certificate may
vary from the anticipated yield will depend upon the degree to which such
certificate is purchased at a discount or premium and when, and to what degree,
payments of principal on the mortgage loans in turn are distributed or otherwise
result in a reduction of the aggregate Certificate Balance or Notional Amounts
of its Class. An investor should consider, in the case of any such certificate
purchased at a discount, the risk that a slower than anticipated rate of
principal payments on the


                                     S-144


mortgage loans could result in an actual yield to such investor that is lower
than the anticipated yield and, in the case of any certificate purchased at a
premium, the risk that a faster than anticipated rate of principal payments on
the mortgage loans could result in an actual yield to such investor that is
lower than the anticipated yield.

      In general, if an offered certificate is purchased at a discount or
premium, the earlier a payment of principal on the mortgage loans is distributed
or otherwise results in reduction of the Certificate Balance or Notional Amounts
of the related Class, the greater will be the effect on the yield to maturity of
such certificate. As a result, the effect on an investor's yield of principal
payments on the mortgage loans occurring at a rate higher, or lower than the
rate anticipated by the investor during any particular period may not be fully
offset by a subsequent like reduction, or increase, in the rate of such
principal payments. With respect to the Class A Senior Certificates, and the
Class A-M Certificates, the Class A-J Certificates, Class B, Class C, Class D,
Class E, Class F, Class G and Class H Certificates the allocation of a portion
of collected Prepayment Premiums or Yield Maintenance Charges to the
Certificates as described in this prospectus supplement is intended to mitigate
those risks; however, such allocation, if any, may be insufficient to offset
fully the adverse effects on yield that such prepayments may have. The
Prepayment Premium or Yield Maintenance Charge payable, if any, with respect to
any mortgage loan, is required to be calculated as presented in "Appendix
II--Certain Characteristics of the Mortgage Loans."

      Because the rate of principal payments on the mortgage loans will depend
on future events and a variety of factors (as described more fully below), no
assurance can be given as to such rate or the rate of Principal Prepayments in
particular. We are not aware of any relevant publicly available or authoritative
statistics with respect to the historical prepayment experience of a large group
of mortgage loans comparable to the mortgage loans.

UNPAID DISTRIBUTABLE CERTIFICATE INTEREST

      If the portion of the Available Distribution Amount distributable in
respect of interest on any Class of Certificates on any Distribution Date is
less than the Distributable Certificate Interest Amount then payable for that
Class, the shortfall will be distributable to holders of the Class of
Certificates on subsequent Distribution Dates, to the extent of the Available
Distribution Amount. Any such shortfall (which would not include interest
shortfalls in connection with a principal prepayment accompanied by less than a
full month's interest) will bear interest at the applicable Pass-Through Rate
and will adversely affect the yield to maturity of the Class of Certificates for
as long as it is outstanding.

LOSSES AND SHORTFALLS

      The yield to holders of the Offered Certificates will also depend on the
extent to which such holders are required to bear the effects of any losses or
shortfalls on the mortgage loans. Realized Losses and Expense Losses allocable
to principal will generally be applied to reduce the Certificate Balances of the
Principal Balance Certificates in the following order: first, to the Class P
Certificates and then in ascending alphabetical order of Class designation
through the Class B Certificates, then to the Class A-J Certificates, then to
the Class A-M Certificates, then pro rata among the Class A-1, Class A-1A, Class
A-2, Class A-3 and Class A-4 Certificates, until the remaining Certificate
Balance of each such Class has been reduced to zero. As to each of such classes,
Realized Losses and Expense Losses will reduce (i) first, the Certificate
Balance of such Class until such Certificate Balance is reduced to zero (in the
case of the Principal Balance Certificates); (ii) second, Unpaid Interest owing
to such Class and (iii) third, Distributable Certificate Interest Amounts owing
to such Class. Realized Losses and Expense Losses that reduce Distributable
Certificate Interest Amounts shall be allocated among the Class A-1
Certificates, Class A-1A Certificates, Class A-2 Certificates, Class A-3
Certificates and Class A-4 Certificates, pro rata, and, as to their interest
entitlements only, the Class X Certificates, based upon their outstanding
Certificate Balances or accrued interest, as the case may be. Net Aggregate
Prepayment Interest Shortfalls arising in respect of all of the mortgage loans
will be borne by the holders of each Class of Certificates pro rata in each case
reducing interest otherwise payable thereon. Shortfalls arising from
delinquencies and defaults, to the extent the master servicer determines that
P&I Advances would be nonrecoverable, Appraisal Reductions, Expense Losses and
Realized Losses generally will result in, among other things, a shortfall in
current distributions to the most subordinate Class of Certificates outstanding.


                                     S-145


RELEVANT FACTORS

      The rate and timing of principal payments and defaults and the severity of
losses on the mortgage loans may be affected by a number of factors including,
without limitation, payments of principal arising from repurchases of mortgage
loans (including payments of principal arising from purchases of mortgage loans
in connection with breaches of representations and warranties), prevailing
interest rates, the terms of the mortgage loans--for example, provisions
prohibiting Principal Prepayments for certain periods and/or requiring the
payment of Prepayment Premiums or Yield Maintenance Charges, due on sale and due
on encumbrance provisions, release provisions and amortization terms that
require Balloon Payments--the demographics and relative economic vitality of the
areas in which the mortgaged properties are located and the general supply and
demand for rental units or comparable commercial space, as applicable, in such
areas, the quality of management of the mortgaged properties, the servicing of
the mortgage loans, possible changes in tax laws and other opportunities for
investment. See "Risk Factors" in this prospectus supplement and in the
prospectus.

      The rate of prepayment on the Mortgage Pool is likely to be affected by
prevailing market interest rates for mortgage loans of a comparable type, term
and risk level. When the prevailing market interest rate is below a mortgage
interest rate, the related borrower has an incentive to refinance its mortgage
loan. A requirement that a prepayment be accompanied by a Prepayment Premium or
Yield Maintenance Charge may not provide a sufficient economic disincentive to
deter a borrower from refinancing at a more favorable interest rate.

      Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell or
refinance mortgaged properties in order to realize their equity therein, to meet
cash flow needs or to make other investments. In addition, some borrowers may be
motivated by federal and state tax laws, which are subject to change, to sell
mortgaged properties prior to the exhaustion of tax depreciation benefits.

      In addition, certain of the mortgage loans have performance escrows or
letters of credit pursuant to which the funds held in escrow or the proceeds of
such letters of credit may be applied to reduce the principal balance of such
mortgage loans if certain performance triggers are not satisfied. This
circumstance would have the same effect on the offered certificates as a partial
prepayment on such mortgage loans without payment of a yield maintenance charge.
For more information regarding these performance escrows and letters of credit,
see the footnotes to Annex II to this prospectus supplement.

      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 and Class A-4 Certificates will generally be based
upon the particular Loan Group that the related mortgage loan is deemed to be
in, the weighted average life on the Class A-1, Class A-2, Class A-3 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. We make no representation as to the appropriateness of using the CPR
model for purposes of analyzing an investment in the Offered Certificates.


                                     S-146



      The following tables indicate the percent of the initial Certificate
Balance of each Class of Offered Certificates after each of the dates shown and
the corresponding weighted average life of each such Class of the Certificates,
if the Mortgage Pool were to prepay at the indicated levels of CPR, and sets
forth the percentage of the initial Certificate Balance of such Certificates
that would be outstanding after each of the dates shown. The tables below have
also been prepared generally on the basis of the Structuring Assumptions.

      The mortgage loans do not have all of the characteristics of the
Structuring Assumptions. To the extent that the mortgage loans have
characteristics that differ from those assumed in preparing the tables, the
Classes of Certificates analyzed in the tables may mature earlier or later than
indicated by the tables and therefore will have a corresponding decrease or
increase in weighted average life. Additionally, mortgage loans generally do not
prepay at any constant rate. Accordingly, it is highly unlikely that the
mortgage loans will prepay in a manner consistent with the Structuring
Assumptions. Furthermore, it is unlikely that the mortgage loans will experience
no defaults or losses. In addition, variations in the actual prepayment
experience and the balance of the mortgage loans that prepay may increase or
decrease the percentages of initial Certificate Balances, and shorten or extend
the weighted average lives, shown in the following tables. These variations may
occur even if the average prepayment experience of the mortgage loans were to
equal any of the specified CPR percentages. Investors are urged to conduct their
own analyses of the rates at which the mortgage loans may be expected to prepay.

      For the purposes of each table, the weighted average life of a certificate
is determined by:

      o     multiplying the amount of each reduction in the Certificate Balance
            thereon by the number of years from the date of issuance of the
            certificate to the related Distribution Date;

      o     summing the results; and

      o     dividing the sum by the aggregate amount of the reductions in the
            Certificate Balance of such certificate.

      The characteristics of the mortgage loans differ in substantial respects
from those assumed in preparing the tables below, and the tables are presented
for illustrative purposes only. In particular, it is unlikely that the Mortgage
Pool will not experience any defaults or losses, or that the Mortgage Pool or
any mortgage loan will prepay at any constant rate. Therefore, there can be no
assurance that the mortgage loans will prepay at any particular rate.

           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%
August 2008.....................     90%     90%     90%     90%      90%
August 2009.....................     78%     78%     78%     78%      78%
August 2010.....................     64%     64%     64%     64%      64%
August 2011.....................     48%     48%     48%     48%      48%
August 2012 and thereafter......      0%      0%      0%      0%       0%
Weighted average life (years)...   3.39    3.37    3.35    3.33     3.33


                                     S-147



      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%
August 2008.....................    100%    100%    100%    100%     100%
August 2009.....................    100%    100%    100%    100%     100%
August 2010.....................    100%    100%    100%    100%     100%
August 2011.....................    100%    100%    100%    100%     100%
August 2012.....................     76%     76%     76%     76%      76%
August 2013.....................     76%     76%     76%     76%      76%
August 2014.....................     75%     75%     75%     75%      75%
August 2015.....................     75%     75%     75%     75%      75%
August 2016.....................     74%     74%     74%     74%      74%
August 2017 and thereafter......      0%      0%      0%      0%       0%
Weighted average life (years)...   8.58    8.58    8.57    8.55     8.39

           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%
August 2008.....................   100%    100%    100%    100%     100%
August 2009.....................   100%    100%    100%    100%     100%
August 2010.....................   100%    100%    100%    100%     100%
August 2011.....................   100%    100%    100%    100%     100%
August 2012 and thereafter......     0%      0%      0%      0%       0%
Weighted average life (years)...   4.82    4.82    4.82    4.81     4.65

           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%
August 2008.....................    100%    100%    100%    100%     100%
August 2009.....................    100%    100%    100%    100%     100%
August 2010.....................    100%    100%    100%    100%     100%
August 2011.....................    100%    100%    100%    100%     100%
August 2012.....................    100%    100%     99%     99%      90%
August 2013.....................     79%     76%     73%     71%      68%
August 2014.....................     49%     44%     41%     39%      38%
August 2015.....................     25%     17%     12%      7%       0%
August 2016 and thereafter......      0%      0%      0%      0%       0%
Weighted average life (years)...   7.04    6.87    6.76    6.68     6.57


                                     S-148



           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%
August 2008.....................    100%    100%    100%    100%     100%
August 2009.....................    100%    100%    100%    100%     100%
August 2010.....................    100%    100%    100%    100%     100%
August 2011.....................    100%    100%    100%    100%     100%
August 2012.....................    100%    100%    100%    100%     100%
August 2013.....................    100%    100%    100%    100%     100%
August 2014.....................    100%    100%    100%    100%     100%
August 2015.....................    100%    100%    100%    100%      99%
August 2016.....................     88%     87%     86%     85%      85%
August 2017 and thereafter......      0%      0%      0%      0%       0%
Weighted average life (years)...   9.70    9.67    9.63    9.59     9.37

           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
           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%
August 2008.....................    100%    100%    100%    100%     100%
August 2009.....................    100%    100%    100%    100%     100%
August 2010.....................    100%    100%    100%    100%     100%
August 2011.....................    100%    100%    100%    100%     100%
August 2012.....................    100%    100%    100%    100%     100%
August 2013.....................    100%    100%    100%    100%     100%
August 2014.....................    100%    100%    100%    100%     100%
August 2015.....................    100%    100%    100%    100%     100%
August 2016.....................    100%    100%    100%    100%     100%
August 2017 and thereafter......      0%      0%      0%      0%       0%
Weighted average life (years)...   9.88    9.88    9.88    9.88     9.80

           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%
August 2008.....................    100%    100%    100%    100%     100%
August 2009.....................    100%    100%    100%    100%     100%
August 2010.....................    100%    100%    100%    100%     100%
August 2011.....................    100%    100%    100%    100%     100%
August 2012.....................    100%    100%    100%    100%     100%
August 2013.....................    100%    100%    100%    100%     100%
August 2014.....................    100%    100%    100%    100%     100%
August 2015.....................    100%    100%    100%    100%     100%
August 2016.....................    100%    100%    100%    100%     100%
August 2017 and thereafter......      0%      0%      0%      0%       0%
Weighted average life (years)...   9.88    9.88    9.88    9.88     9.80


                                     S-149



                        DESCRIPTION OF THE MORTGAGE POOL

GENERAL

      The Mortgage Pool will consist of 134 fixed-rate, first lien mortgage
loans with an aggregate Cut-off Date Balance of $2,053,605,662, subject to a
permitted variance of plus or minus 5%. The Cut-off Date Balances of the
mortgage loans range from $999,186 to $250,000,000, and the mortgage loans are
assumed to have an average Cut-off Date Balance of $15,325,415.

      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 113 mortgage loans that are secured by
property types other than multifamily properties and manufactured housing
communities. Loan Group 1 has an Initial Loan Group 1 Balance of $1,774,867,574,
subject to a permitted variance of plus or minus 5%. Loan Group 1 represents
approximately 86.4% of the Initial Pool Balance.

      Loan Group 2 will consist of 20 mortgage loans that are secured by
multifamily properties and one mortgage loan that is secured by a manufactured
housing community property. Loan Group 2 has an Initial Loan Group 2 Balance of
$278,738,088, subject to a permitted variance of plus or minus 5%. Loan Group 2
represents approximately 13.6% of the Initial Pool Balance.

      The Cut-off Date Balances of the mortgage loans in Loan Group 1 range from
$999,186 to $250,000,000 and the mortgage loans in Loan Group 1 are assumed to
have an average Cut-off Date Balance of $15,706,793. The Cut-off Date Balances
of the mortgage loans in Loan Group 2 range from $1,700,000 to $65,000,000 and
the mortgage loans in Loan Group 2 are assumed to have an average Cut-off Date
Balance of $13,273,242.

      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 Prudential
Mortgage Capital Funding, LLC, Principal Commercial Funding II, LLC, Royal Bank
of Canada, Morgan Stanley Mortgage Capital Holdings LLC and National City Bank
is set forth in this prospectus supplement under "The Sponsors, Mortgage Loan
Sellers and Originators-- Prudential Mortgage Capital Funding, LLC--Underwriting
Standards," "--Principal Commercial Funding II, LLC--Underwriting Standards,"
"--Royal Bank of Canada--Underwriting Standards," "--Morgan Stanley Mortgage
Capital Holdings LLC--Underwriting Standards" and "--National City
Bank--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 or mortgage loan sellers or affiliates thereof taking
into account Rating Agency criteria and anticipated feedback, anticipated
subordinate investor feedback, property type and geographic location.

      The mortgage loans were originated between November 28, 2006 and July 19,
2007 (or, for two mortgage loans representing collectively 0.6% of the initial
outstanding pool balance, January 27, 2006 (The Tower mortgage loan) and June
11, 1999 (Regal Cinema-Eagan mortgage loan)). As of the Cut-off Date, none of
the mortgage loans will be 30 days or more delinquent, or had been 30 days or
more delinquent during the 12 calendar months preceding the Cut-off Date. Brief
summaries of the material terms of the mortgage loans associated with the 10
largest loans in the Mortgage Pool are contained in Appendix IV attached.


                                     S-150



      183 mortgaged properties, securing mortgage loans representing 97.4% of
the Initial Pool Balance (which include 158 mortgaged properties in Loan Group
1, securing mortgage loans representing 97.0% of the Initial Loan Group 1
Balance and 25 mortgaged properties in Loan Group 2, securing mortgage loans
representing 100.0% of the Initial Loan Group 2 Balance), are subject to a
mortgage, deed of trust or similar security instrument that creates a first
mortgage lien on a fee simple estate in such mortgaged properties. Two mortgaged
properties, securing mortgage loans representing 2.6% of the Initial Pool
Balance (which properties are in Loan Group 1, securing mortgage loans
representing 3.0% 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 such mortgaged properties.

      On the Closing Date, we will acquire the mortgage loans from the mortgage
loan sellers, in each case pursuant to a Mortgage Loan Purchase Agreement to be
entered into between us and the particular mortgage loan seller. We will then
transfer the mortgage loans, without recourse, to the trustee for the benefit of
the Certificateholders. See "--Sale of the Mortgage Loans" below.

MATERIAL TERMS AND CHARACTERISTICS OF THE MORTGAGE LOANS

      Mortgage Rates; Calculations of Interest

      The mortgage loans bear interest at mortgage rates that will remain fixed
for their entire terms. Other than the ARD Loans, no mortgage loan permits
negative amortization or the deferral of accrued interest. 133 mortgage loans,
representing 99.8% of the Initial Pool Balance accrue interest on the basis of
the actual number of days elapsed each month in a 360-day year. One mortgage
loan, representing 0.2% of the Initial Pool Balance, accrues interest on the
basis of a 360-day year consisting of twelve 30-day months.

      Property Types

      The mortgage loans consist of the following property types:

      o     Office - 25 of the mortgaged properties, which secure 33.9% of the
            Initial Pool Balance, are office properties;

      o     Retail - 48 of the mortgaged properties, which secure 18.2% of the
            Initial Pool Balance, are retail properties;

      o     Self Storage - 63 of the mortgaged properties, which secure 15.3% of
            the Initial Pool Balance, are self storage properties;

      o     Multifamily - 24 of the mortgaged properties, which secure 13.4% of
            the Initial Pool Balance, are multifamily properties (including one
            residential cooperative property which secures 1.0% of the Initial
            Pool Balance);

      o     Hospitality - Seven of the mortgaged properties, which secure 12.1%
            of the Initial Pool Balance, are hospitality properties;

      o     Industrial - 13 of the mortgaged properties, which secure 4.6% of
            the Initial Pool Balance, are industrial properties;

      o     Mixed Use - One mortgaged property, which secures 1.4% of the
            Initial Pool Balance, is a mixed use property;

      o     Other - Three of the mortgaged properties, which secure 0.9% of the
            Initial Pool Balance, are other properties; and

      o     Manufactured Housing Community - One mortgaged property, which
            secures 0.2% of the Initial Pool Balance, is a manufactured housing
            community property.

      For information regarding the property types in Loan Group 1 or Loan Group
2, see Appendix I to this prospectus supplement.


                                     S-151



      Property Location

      The following 7 states and the District of Columbia contain the largest
concentrations of mortgaged properties securing the mortgage loans: Connecticut,
Texas, the District of Columbia, California, Georgia, New York, Florida and
Ohio:

      o     Two mortgaged properties, representing security for 12.3% of the
            Initial Pool Balance, are located in Connecticut;

      o     14 mortgaged properties, representing security for 10.6% of the
            Initial Pool Balance, are located in Texas;

      o     One mortgaged property, representing security for 10.5% of the
            Initial Pool Balance, is located in the District of Columbia;

      o     23 mortgaged properties, representing security for 9.0% of the
            Initial Pool Balance, are located in California;

      o     Nine mortgaged properties, representing security for 5.7% of the
            Initial Pool Balance, are located in Georgia;

      o     Seven mortgaged properties, representing security for 5.6% of the
            Initial Pool Balance, are located in New York;

      o     13 mortgaged properties, representing security for 5.2% of the
            Initial Pool Balance, are located in Florida; and

      o     12 mortgaged properties, representing security for 5.0% of the
            Initial Pool Balance, are located in Ohio.

      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

      131 of the mortgage loans, representing 98.5% of the Initial Pool Balance
(which include 110 mortgage loans in Loan Group 1, representing 98.3% of the
Initial Loan Group 1 Balance, and 21 mortgage loans in Loan Group 2,
representing 100.0% of the Initial Loan Group 2 Balance), have Due Dates between
the first and the fifth day of each calendar month. Two of the mortgage loans,
representing 1.0% of the Initial Pool Balance, which are in Loan Group 1,
representing 1.2% of the Initial Loan Group 1 Balance, have Due Dates between
the sixth and tenth day of each calendar month.

      One mortgage loan, representing 0.5% of the Initial Pool Balance (which is
in loan group 1, representing 0.5% of the Initial Loan Group 1 Balance) has a
Due Date on the eleventh day of each calendar month.

      Certain states require a minimum of 7 to 15 days before late payment
charges may be levied.

      Amortization

      The mortgage loans have the following amortization features:

      o     125 of the mortgage loans, representing 98.4% of the Initial Pool
            Balance (which include 104 mortgage loans in Loan Group 1,
            representing 98.1% of the Initial Loan Group 1 Balance, and 21
            mortgage loans in Loan Group 2, representing 100.0% of the Initial
            Loan Group 2 Balance), are Balloon Loans. 14 of these mortgage
            loans, representing 11.6% of the Initial Pool Balance (which are in
            loan group 1, representing 13.4% of the Initial Loan Group 1
            Balance) are ARD Loans. The amount of the Balloon Payments on those
            mortgage loans that accrue interest on a basis other than a 360-day
            year consisting of twelve 30-day months will be greater, and the
            actual amortization terms will be longer, than would be the case if
            such mortgage loans accrued interest on such basis as a result of
            the application of interest and principal on such mortgage loans
            over time. See "Risk Factors."


                                     S-152


      Prepayment Restrictions

      As of the Cut-off Date, each of the mortgage loans restricts voluntary
principal prepayments in one of the following ways:

      o     92 mortgage loans, representing 56.0% of the initial outstanding
            pool balance (which include 76 mortgage loans in loan group 1,
            representing 51.3% of the initial outstanding loan group 1 balance,
            and 16 mortgage loans in loan group 2, representing 85.6% of the
            initial outstanding loan group 2 balance), prohibit voluntary
            principal prepayments during a lockout period, but permit the
            related borrower, after an initial period of at least 2 years
            following the date of issuance of the Certificates, to defease the
            mortgage loan by pledging to the trust "government securities" as
            defined in the Investment Company Act of 1940, subject to rating
            agency requirements, and obtaining the release of the mortgaged
            property from the lien of the mortgage.

      o     32 mortgage loans, representing 16.9% of the initial outstanding
            pool balance (which include 29 mortgage loans in loan group 1,
            representing 18.1% of the initial outstanding loan group 1 balance,
            and three mortgage loans in loan group 2, representing 8.9% of the
            initial outstanding loan group 2 balance), prohibit voluntary
            principal prepayments during a lockout period, and following the
            lockout period permit principal prepayments if accompanied by a
            prepayment premium calculated as the greater of a yield maintenance
            formula and 1.0% of the outstanding principal balance of the amount
            prepaid.

      o     One mortgage loan, representing 12.2% of the initial outstanding
            pool balance (which is in loan group 1, representing 14.1% of the
            initial outstanding loan group 1 balance), prohibits voluntary
            principal prepayments during a lockout period, and following the
            lockout period permits the related borrower, after an initial period
            of at least 2 years following the date of the issuance of the
            Certificates, to defease the mortgage loan by pledging to the trust
            "government securities" as defined in the Investment Company Act of
            1940 and obtaining the release of the mortgaged property from the
            lien of the mortgage, and then after a certain period of time also
            permits voluntary prepayments for a certain period of time if
            accompanied by the greater of a yield maintenance formula and 1.0%
            of the amount prepaid.

      o     Three mortgage loans, representing 9.5% of the initial outstanding
            pool balance (which are in loan group 1, representing 11.0% of the
            initial outstanding loan group 1 balance), prohibit voluntary
            principal prepayments during a lockout period, and following the
            lockout period permit voluntary prepayments if accompanied by the
            greater of a yield maintenance formula and 1.0% of the amount
            prepaid, and also permit the related borrower, after an initial
            period of at least 2 years following the date of the issuance of the
            Certificates, to defease the mortgage loan by pledging to the trust
            "government securities" as defined in the Investment Company Act of
            1940 and obtaining the release of the mortgaged property from the
            lien of the mortgage.

      o     One mortgage loan, representing 3.7% of the initial outstanding pool
            balance (which is in loan group 1, representing 4.3% of the initial
            outstanding loan group 1 balance), has no lockout period and permits
            only voluntary principal prepayments for a certain period of time if
            accompanied by the greater of a yield maintenance formula and 1.0%
            of the amount prepaid, and following such period permits the
            borrower either to make such prepayment or, after an initial period
            of at least 2 years following the date of the issuance of the
            Certificates, to defease the mortgage loan by pledging to the trust
            "government securities" as defined in the Investment Company Act of
            1940 and obtaining the release of the mortgaged property from the
            lien of the mortgage, and then after a certain period of time
            permits either such defeasance or voluntary principal prepayments if
            accompanied by the greater of a yield maintenance formula and 0.5%
            of the amount prepaid.

      o     Three mortgage loans, representing 0.9% of the initial outstanding
            pool balance (which includes one mortgage loan in loan group 1,
            representing 0.2% of the initial outstanding loan group 1 balance,
            and two mortgage loans in loan group 2, representing 5.5% of the
            initial outstanding loan group 2 balance), have no lockout period
            and the mortgage loans permit voluntary principal prepayments for a
            certain period of time, if accompanied by the greater of a yield
            maintenance formula and 1.0% of the amount prepaid.


                                     S-153



      o     One mortgage loan, representing 0.7% of the initial outstanding pool
            balance (which is in loan group 1, representing 0.8% of the initial
            outstanding loan group 1 balance), has no lockout period and permits
            only voluntary principal prepayments for a certain period of time if
            accompanied by the greater of a yield maintenance formula and 1.0%
            of the amount prepaid, and following such period permits the
            borrower either to make such prepayment or, after an initial period
            of at least 2 years following the date of the issuance of the
            Certificates, to defease the mortgage loan by pledging to the trust
            "government securities" as defined in the Investment Company Act of
            1940 and obtaining the release of the mortgaged property from the
            lien of the mortgage.

      o     One mortgage loan, representing 0.1% of the initial outstanding pool
            balance (and representing 0.1% of the initial outstanding loan group
            2 balance), prohibits voluntary principal prepayment during a
            lockout period, and following the lockout period permits voluntary
            principal prepayments if (i) prior to April 2014, accompanied by the
            greater of a yield maintenance formula and 1.0% of the outstanding
            principal balance of the note on the date of prepayment, (ii) from
            April 2014 through March 2015, accompanied by the lesser of a yield
            maintenance formula and 5.0% of the outstanding principal balance of
            the note on the date of prepayment, (iii) from April 2015 through
            March 2016, accompanied by the lesser of a yield maintenance formula
            and 4.0% of the outstanding principal balance of the note on the
            date of prepayment, (iv) from April 2016 through March 2017,
            accompanied by the lesser of a yield maintenance formula and 3.0% of
            the outstanding principal balance of the note on the date of
            prepayment, (v) from April 2017 through March 2018, accompanied by
            the lesser of a yield maintenance formula and 2.0% of the
            outstanding principal balance of the note on the date of prepayment
            and (vi) from April 2018 through February 2019, accompanied by the
            lesser of a yield maintenance formula and 1.0% of the outstanding
            principal balance of the note on the date of prepayment.

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

      o     One mortgage loan, representing 10.5% of the initial outstanding
            pool balance (which is in loan group 1, representing 12.1% of the
            initial outstanding loan group 1 balance), allows a release of a
            parcel including approximately 1.98 acres of land and approximately
            59,500 square feet of hotel space, consisting of approximately
            14,500 square feet of existing guest rooms and the 45,000 square
            foot existing exhibit hall (the "Release Parcel"), provided the
            borrower satisfies certain conditions, including, but not limited
            to: (i) no event of default has occurred and is continuing, (ii)
            payment of an amount equal to the greater of (a) the sum of
            $9,750,000 and the product of (x) $282,261 and (y) the anticipated
            net decrease in the number of hotel rooms at the mortgaged property
            after giving effect to both the release and the completion of the
            work or (b) if the Release Parcel is being sold other than to an
            affiliate of the borrower, 75% of the net sales price, after
            reasonable closing costs, of the Release Parcel, (iii) satisfaction
            of the prepayment provisions of the loan documents, including
            payment of any applicable prepayment premium for the portion of the
            Mortgage Loan being prepaid, (iv) the anticipated net decrease in
            the number of hotel rooms at the property following the release and
            completion of the work will not exceed fifteen rooms, (v) the
            borrower agrees to materially reconstruct the swimming pool, pool
            deck and exhibit hall at the property within a reasonable time after
            the release, (vi) the borrower agrees to construct a new junior
            ballroom which may be at the Release Parcel so long as borrower's
            and lender's rights in such portion of the Release Parcel are
            satisfactory to lender and (vii) the lender receives an opinion of
            counsel regarding the continued qualification of the trust fund as a
            REMIC.

      o     One mortgage loan representing 3.7% of the initial outstanding pool
            balance (which is in loan group 1, representing 4.3% of the initial
            outstanding loan group 1 balance), allows the release of a portion
            of the collateral subject to the satisfaction of certain conditions
            including, but not limited to: (i) the borrower must prepay an
            amount equal to $21,711,348, and in addition, pay a make whole
            premium, (ii) the DSCR of the remaining properties is at least
            1.35x, (iii) the LTV of the remaining properties is not greater than
            79% and (iv) a written confirmation from the rating agencies that
            such release would not result in a downgrade, withdrawal or
            qualification of the then current ratings assigned to the
            certificates.

      o     One mortgage loan, representing 3.3% of the initial outstanding pool
            balance (which is in loan group 1, representing 3.8% of the initial
            outstanding loan group 1 balance), allows the release of a portion
            of the collateral subject to the satisfaction of certain conditions
            including, but not limited to: (i) no event of


                                     S-154


            default has occurred, (ii) the aggregate DSCR of the remaining
            cross-collateralized properties shall be the greater of the
            aggregate DSCR prior to partial defeasance and 1.26x and (iii) the
            LTV of the remaining cross-collateralized properties shall be the
            lesser of the LTV prior to partial defeasance and 75.1%.

      o     One mortgage loan, representing 3.2% of the initial outstanding pool
            balance (which is in loan group 2, representing 23.3% of the initial
            outstanding loan group 2 balance), allows the release of a portion
            of the collateral subject to the satisfaction of certain conditions
            including, but not limited to: (i) the borrower must prepay an
            amount equal to 125% of the amount allocated to the released
            property, (ii) the DSCR of the remaining properties is at least
            1.25x and (iii) the LTV of the remaining properties is not greater
            than 80%. The Camellia Trace Parcel and the Cherry Grove Parcel must
            both remain in the collateral.

      o     One mortgage loan, representing 1.0% of the initial outstanding pool
            balance (which is in loan group 1, representing 1.1% of the initial
            outstanding loan group 1 balance), allows the release of up to three
            properties during either (i) the partial defeasance period
            commencing on October 9, 2009 to and including August 4, 2011 or
            (ii) the yield maintenance period commencing on August 5, 2011 to
            and including June 5, 2017 subject to the satisfaction of certain
            conditions including but not limited to: (a) no event of default
            exists, (b) the LTV with respect to the remaining properties is
            equal to or less than 75%, (c) the DSCR for the remaining properties
            is equal to or greater than 1.25x on an amortizing basis, (d) in
            connection with any release during the partial defeasance period
            such release will be obtained solely through a partial defeasance,
            (e) in connection with any release during the yield maintenance
            period, borrower must pay to lender an amount equal to the sum of
            the release value plus the yield maintenance amount and (f) the
            property so released is defeased or prepaid based on 110% of the
            allocated loan amount for the first property and 120% of the
            allocated loan amount for the second and third properties.

      o     One mortgage loan, representing 0.7% of the initial outstanding pool
            balance (which is in loan group 1, representing 0.8% of the initial
            outstanding loan group 1 balance), allows the release of a portion
            of the collateral subject to the satisfaction of certain conditions
            including, but not limited to: (i) the borrower must prepay an
            amount equal to 125% of the amount allocated to the released
            property, (ii) the DSCR of the remaining properties is at least
            1.25x, (iii) the LTV of the remaining properties is not greater than
            75% and (iv) no event of default has occurred.

      o     One mortgage loan, representing 0.5% of the initial outstanding pool
            balance (which is in loan group 1, representing 0.6% of the initial
            outstanding loan group 1 balance), allows the release of a portion
            of the collateral subject to the satisfaction of certain conditions
            including, but not limited to: (i) the borrower must prepay an
            amount equal to 125% of the amount allocated to the released
            property, (ii) the DSCR of the remaining properties is at least the
            greater of the trailing 12-month DSCR prior to the collateral
            release and 1.40x, (iii) the LTV of the remaining properties is not
            greater than 70% and (iv) no event of default has occurred.

      o     With respect to one mortgage loan, representing 0.4% of the initial
            outstanding pool balance (which is in loan group 1, representing
            0.5% of the initial outstanding loan group 1 balance), the property
            is comprised of two parcels, Parcel A and Parcel B. The allocated
            loan amount for each parcel is 50% of the loan amount. Borrower may
            seek a release of either Parcel A or Parcel B, subject to
            satisfaction of the following conditions: (i) defeasance of 110% of
            the allocated loan amount associated with the release parcel; (ii)
            the LTV on the remaining loan does not exceed the lesser of 80% and
            the LTV immediately prior to the release; (iii) the DSCR of the
            remaining loan is not less than the greater of 1.20x and the DSCR of
            the loan immediately prior to the release; and (iv) borrower
            obtainment of a no-downgrade letter from the rating agencies.

      o     One mortgage loan, representing 0.2% of the initial outstanding pool
            balance (which is in loan group 1, representing 0.2% of the initial
            outstanding loan group 1 balance), allows the release of a portion
            of the collateral for a maximum two properties subject to the
            satisfaction of certain conditions including: (i) the borrower must
            prepay an amount equal to 115% of the amount allocated to the
            released property and a make whole premium, (ii) the DSCR of the
            remaining properties is at least 1.34x, (iii) the LTV of the
            remaining properties is not greater than 65% and (iv) a written
            confirmation from the rating agencies that such release would not
            result in a downgrade, withdrawal or qualification of the then
            current ratings assigned to the certificates.


                                     S-155



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

      o     Four mortgage loans, representing 4.7% of the initial outstanding
            pool balance (which are in loan group 1, representing 5.4% of the
            initial outstanding loan group 1 balance), allow the release of a
            portion of the collateral subject to the satisfaction of certain
            conditions including, but not limited to: (i) no event of default
            has occurred, (ii) the aggregate DSCR of the remaining
            cross-collateralized properties shall be the greater of the
            aggregate DSCR prior to partial defeasance and 1.26x and (iii) the
            LTV of the remaining cross-collateralized properties shall be the
            lesser of the LTV prior to partial defeasance and 72.8%.

      o     Two mortgage loans, representing 2.3% of the initial outstanding
            pool balance (which are in loan group 1, representing 2.6% of the
            initial outstanding loan group 1 balance), allow the release of a
            portion of the collateral subject to the satisfaction of certain
            conditions including, but not limited to: (i) no event of default
            has occurred, (ii) the aggregate DSCR of the remaining
            cross-collateralized properties shall be the greater of the
            aggregate DSCR prior to partial defeasance and 1.20x and (iii) the
            LTV of the remaining cross-collateralized properties shall be the
            lesser of the LTV prior to partial defeasance and 72.2%.

      o     Four mortgage loans, representing 0.9% of the initial outstanding
            pool balance (which are in loan group 1, representing 1.1% of the
            initial outstanding loan group 1 balance), allow the release of a
            portion of the collateral subject to the satisfaction of certain
            conditions including, but not limited to: (i) no event of default
            has occurred, (ii) the DSCR of the remaining properties is at least
            1.19x for Rite Aid - Selma, 1.14x for Rite Aid - Fresno, 1.24x for
            Rite Aid - Delano, 1.24x for Rite Aid - Shafter and (iii) with
            respect to the release of either the Fresno or Selma properties, the
            borrower must pay a release premium in an amount equal to 20% on or
            prior to June 1, 2010, 10% after June 1, 2010 but prior to June 1,
            2012, and 0% thereafter, in each case, of the outstanding related
            allocated principal balance.

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

      o     Four mortgage loans, representing 4.7% of the initial outstanding
            pool balance (which are in loan group 1, representing 5.4% of the
            initial outstanding loan group 1 balance), allow a substitution of a
            fee interest in another property for a maximum of 30% of the
            original principal (in aggregate, and only one time) subject to the
            satisfaction of certain conditions including, but not limited to:
            (i) the value of the substitute property is greater than or equal to
            the substitution release property, (ii) the aggregate DSCR after the
            substitution is not less than the greater of 1.26x or the aggregate
            DSCR prior to the substitution, (iii) the aggregate LTV of the
            remaining properties is no greater than the lesser of 72.8% or the
            LTV prior to the substitution, (iv) the DSCR for the substitute
            property is equal to or greater than the DSCR for the substitution
            release property and (v) receipt of written confirmation from the
            Rating Agencies that such substitution will not result in a
            downgrade, qualification or withdrawal of the then current ratings
            on the certificates.

      o     One mortgage loan, representing 3.3% of the initial outstanding pool
            balance (which is in loan group 1, representing 3.8% of the initial
            outstanding loan group 1 balance), allows a substitution of a fee
            interest in another property for a maximum of 30% of the original
            principal (in aggregate, and only one time) subject to the
            satisfaction of certain conditions including, but not limited to:
            (i) the value of the substitute property is greater than or equal to
            the substitution release property, (ii) the aggregate DSCR after the
            substitution is not less than the greater of 1.26x or the aggregate
            DSCR prior to the substitution, (iii) the aggregate LTV of the
            remaining properties is no greater than the lesser of 75.1% or the
            LTV prior to the substitution, (iv) the DSCR for the substitute
            property is equal to or greater than the DSCR for the substitution
            release property and (v) receipt of written confirmation from the
            Rating Agencies that such substitution will not result in a
            downgrade, qualification or withdrawal of the then current ratings
            on the certificates.

      o     Two mortgage loans, representing 2.3% of the initial outstanding
            pool balance (which are in loan group 1, representing 2.6% of the
            initial outstanding loan group 1 balance), allow a substitution of a
            fee interest in another property for a maximum of 30% of the
            original principal (in aggregate, and only one time) subject to the
            satisfaction of certain conditions including, but not limited to:
            (i) the value of the substitute property is greater than or equal to
            the substitution release property, (ii) the aggregate DSCR after the
            substitution is


                                     S-156



            not less than the greater of 1.20x or the aggregate DSCR prior to
            the substitution, (iii) the aggregate LTV of the remaining
            properties is no greater than the lesser of 72.2% or the LTV prior
            to the substitution, (iv) the DSCR for the substitute property is
            equal to or greater than the DSCR for the substitution release
            property and (v) receipt of written confirmation from the Rating
            Agencies that such substitution will not result in a downgrade,
            qualification or withdrawal of the then current ratings on the
            certificates.

      o     One mortgage loan, representing 1.0% of the initial outstanding pool
            balance (which is in loan group 1, representing 1.1% of the initial
            loan group 1 balance), allows a substitution of a fee interest in up
            to two properties in the aggregate per calendar year, but only one
            time per property, subject to the satisfaction of certain conditions
            including, but not limited to: (i) no event of default exists, (ii)
            the aggregate allocated loan amount of all substituted parcels does
            not exceed $10,175,000, (iii) after giving effect to the
            substitution, the DSCR for the loan and property is equal to or
            greater than the greater of (a) a DSCR (including the substituted
            parcel but excluding the substitute parcel) of 1.20x on an
            amortizing basis and (b) the DSCR (including the substituted parcel
            but excluding the substitute parcel) as of the date immediately
            preceding the substitution, (iv) after giving effect to the
            substitution, the LTV of the property (including the substitute
            parcel but excluding the substituted parcel) is equal to or less
            than the lesser of (i) a LTV of 71.2% and (ii) the LTV of the date
            immediately preceding the substitution, (v) NOI for the substitute
            parcel for the 12 month period immediately preceding the
            substitution is equal to or greater than the NOI for the substituted
            parcel for the 12 month period immediately preceding the
            substitution and the NOI for the substitute parcel has not shown a
            downward trend over the three years prior to the substitution, (vi)
            any substitute parcel must be a multi-tenant office property, in the
            location of and quality and condition of that of the substitute
            parcel, (vii) the mortgage encumbering the substitute parcel will
            secure all amounts evidenced by the note and will be equal to 125%
            of the amount of the loan allocated to the substitute parcel and the
            amount of the loan allocated to and the allocated loan amount of the
            substitute parcel will equal the allocated loan amount of the
            related substituted parcel, (viii) the substitute parcel must be at
            least 80% occupied by third-party tenants and (ix) lender receives
            confirmation from each rating agency rating the certificates to the
            effect that such substitution will not result in an adverse rating
            impact.

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

      One mortgage loan (Mortgage Loan No. 55, Regal Cinema-Eagan), representing
0.5% of the initial outstanding pool balance (which is in loan group 1,
representing 0.5% of the initial outstanding loan group 1 balance), permits the
related borrower to defease the mortgage loan at any time (due to the expiration
of the related lockout period) by pledging to the trust "government securities"
as defined in the Investment Company Act of 1940, subject to rating agency
requirements, and obtaining the release of the mortgaged property from the lien
of the mortgage. Upon notice of such a defeasance to be made within 2 years
following the date of issuance of the certificates, the related mortgage loan
seller must repurchase such mortgage loan from the trust prior to such
defeasance, the proceeds of which would be the equivalent of a prepayment of
such mortgage loan with a yield maintenance premium.

      Notwithstanding the above, the mortgage loans generally provide that the
related borrower may prepay the mortgage loan without prepayment premium or
defeasance requirements commencing 1 to 7 (except for one mortgage loan,
representing 0.9% of the Initial Pool Balance, which permits such prepayment
commencing 25, and one mortgage loan, representing 0.4% of the Initial Pool
Balance, which permits such prepayment commencing 61) payment dates prior to and
including the maturity date or the anticipated repayment date.

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

      Non-Recourse Obligations

      The mortgage loans are generally non-recourse obligations of the related
borrowers and, upon any such borrower's default in the payment of any amount due
under the related mortgage loan, the holder of a non-recourse mortgage loan may
look only to the related mortgaged property for satisfaction of the borrower's
obligations. In those cases where the loan documents permit recourse to the
borrower or a guarantor for some or all of the amounts due under such mortgage
loan, we have not evaluated the financial condition of any such person, and
prospective investors should thus consider all of the mortgage loans to be
non-recourse. None of the mortgage loans is insured


                                     S-157



or guaranteed by any mortgage loan seller or any of their affiliates, the United
States, any government entity or instrumentality, mortgage insurer or any other
person.

      "Due-on-Sale" and "Due-on-Encumbrance" Provisions

      The mortgages generally contain due-on-sale and due-on-encumbrance clauses
that permit the holder of the mortgage to accelerate the maturity of the related
mortgage loan (or Serviced Loan Group, as applicable) if the borrower sells or
otherwise transfers or encumbers the related mortgaged property or that prohibit
the borrower from doing so without the consent of the holder of the mortgage.
However, the mortgage loans (or Serviced Loan Groups, as applicable) generally
permit transfers of the related mortgaged property, subject to reasonable
approval of the proposed transferee by the holder of the mortgage, payment of an
assumption fee, which may be waived by the applicable master servicer or the
applicable special servicer, as the case may be, or, if collected, will be paid
to such master servicer or special servicer as additional servicing
compensation, and certain other conditions.

      In addition, some of the mortgage loans (or Serviced Loan Groups, as
applicable) permit the borrower to transfer the related mortgaged property or
interests in the borrower to an affiliate or subsidiary of the borrower, or an
entity of which the borrower is the controlling beneficial owner, transfer the
related mortgaged property to specified entities or types of entities, issue new
ownership interests in the borrower or transfer certain ownership interests in
the borrower, upon the satisfaction of certain limited conditions set forth in
the applicable mortgage loan documents and/or as determined by the applicable
master servicer. The residential cooperative mortgage loan permits transfers of
shares in the related cooperative corporation in connection with the assignment
of a proprietary lease for one or more units in the related mortgaged property.
The applicable master servicer or the applicable special servicer, as the case
may be, will determine, in a manner consistent with the Servicing Standard,
whether to exercise any right it may have under any such clause to accelerate
payment of the related mortgage loan (or Serviced Loan Groups, as applicable)
upon, or to withhold its consent to, any transfer or further encumbrance of the
related mortgaged property in accordance with the Pooling and Servicing
Agreement.

      Subordinate and Other Financing

      Except as set forth below, each of the mortgage loan sellers will
represent that, to its knowledge, none of the other mortgaged properties secure
any loans that are subordinate to the related mortgage loan unless such other
loans are included in the trust. However, the mortgage loan sellers generally
have not obtained updated title reports or otherwise taken steps to confirm that
no such additional secured subordinate financing exists.

      Mortgage Loan No. 103, The Tower, representing 0.2% of the initial
outstanding pool balance, represents a note with an outstanding principal
balance as of the Cut-off Date of $3,188,314 that is secured by the mortgaged
property on a pari passu basis with another note (the "Non-Trust Serviced
Companion Loan") that is not included in the trust. The Non-Trust Serviced
Companion Loan has an outstanding principal balance as of the Cut-off Date of
$8,829,177. The Non-Trust Serviced Companion Loan has the same interest rate,
maturity date and amortization term as the related pooled mortgage loan (the
"Non-Trust Serviced Pari Passu Loan"). For purposes of the information presented
in this prospectus supplement with respect to the Non-Trust Serviced Pari Passu
Loan, the Underwritten NOI, Underwritable Cash Flow, NOI DSCR, NCF DSCR, Cut-off
Date LTV, Balloon LTV and Cut-off Date Balance per Unit or SF, reflect the
aggregate indebtedness evidenced by the pooled and non-pooled portions of The
Tower loan. See Appendix IV for more details.

      Mortgage Loan No. 2, Hilton Washington DC, representing 10.5% of the
initial outstanding pool balance, represents the senior financing interest in an
A/B/C/C/C note loan structure which may total up to $325,600,000 (including
future funding advances that may be made under the subordinate notes). The
subordinate notes have an aggregate outstanding principal balance as of the
Cut-off Date of $7,500,000 and they are not included in the trust. The
subordinate notes have future funding obligations for up to $103,100,000 for the
renovations of the Mortgaged Property (which is a hotel property), including,
without limitation, construction of a junior ballroom, subject to the conditions
set forth in the loan documents. The subordinate notes consist of (i) a
subordinate "B" floating rate note in the maximum principal amount of
$71,900,000 (with a current outstanding principal balance of $4,875,678), (ii) a
subordinate "C-1" floating rate note in the maximum principal amount of
$19,350,000 (with a current outstanding principal balance of $1,312,161), (iii)
a subordinate "C-2" floating rate note in the maximum principal amount of
$9,675,000 (with a current outstanding principal balance of $656,080.50), and
(iv) a subordinate "C-3" floating rate note in the maximum principal amount of
$9,675,000 (with a current outstanding principal balance of $656,080.50).


                                     S-158



The aggregate Cut-off Date LTV and Balloon LTV based on the potential
$325,600,000 maximum first mortgage debt are each 111.9% based on the "As-Is"
appraised value of $291,000,000. Assuming the "Stabilized" value of $466,000,000
(as of March 1, 2011), the aggregate Cut-off Date LTV and Balloon LTV based on
the potential $325,600,000 maximum first mortgage debt are each 69.9%. The
"Stabilized" value assumes the planned renovations are complete and utilizes an
ADR of $239.30 and occupancy of 72.0%. The aggregate underwritten DSCR based on
the potential $325,600,000 maximum first mortgage debt is 1.05x (assuming a
LIBOR of 5.50% at all times with respect to the four subordinate notes). See
"Description of the Mortgage Pool -- Serviced Companion Loans -- Hilton
Washington DC Mortgage Loan" and "Appendix II - Certain Characteristics of the
Mortgage Loans - Mortgage Loan No.
2, Hilton Washington DC."

      Mortgage Loan No. 76, Hampton Inn - Brunswick, GA, representing 0.3% of
the initial outstanding pool balance, represents the senior financing interest
in an A/B note loan structure which totals $5,506,131. The B Note has an
outstanding principal balance as of the Cut-off Date of $345,000 and it is not
included in the trust. The aggregate LTV of the mortgage loan and the B Note is
79.5% and the aggregate underwritten DSCR based on the debt of the mortgage loan
and the subordinate note is 1.50x.

      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 with respect to the mortgage loan and/or the
right to purchase the mortgage loan from the trust if certain defaults on the
mortgage loan occur. The purchase price required to be paid in connection with
such a purchase is generally equal to the outstanding principal balance of the
mortgage loan, together with accrued and unpaid interest on, and all unpaid
servicing expenses and Advances relating to, the mortgage loan. Such purchase
price generally does not include a yield maintenance premium or prepayment
premium. Accordingly, such purchase (if made prior to the maturity date or
anticipated repayment date) will have the effect of a prepayment made without
payment of a yield maintenance premium or 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.

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

      Four mortgage loans, representing 2.1% of the initial outstanding balance
(which include one mortgage loan in loan group 1, representing 0.3% of the
initial outstanding loan group 1 balance, and three mortgage loans in loan group
2, representing 13.6% of the initial outstanding loan group 2 balance), permit
the borrower to enter into additional financing that is secured by the related
mortgaged property.

      Seven mortgage loans, representing 21.6% of the initial outstanding pool
balance (which are in loan group 1, representing 25.0% of the initial
outstanding loan group 1 balance), permit future mezzanine debt to be incurred
upon the satisfaction of certain conditions.

      Ten mortgage loans, representing 18.1% of the initial outstanding pool
balance (which include nine mortgage loans in loan group 1, representing 19.9%
of the initial outstanding loan group 1 balance, and one mortgage loan in loan
group 2, representing 7.2% of the initial outstanding loan group 2 balance),
permit the borrower to enter into additional financing that is not secured by
the related mortgaged property.

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

      Because certain mortgage loans permit a third party to hold debt secured
by a pledge of an equity interest in the related borrower, neither the mortgage
loan sellers nor the Depositor will make any representations as to whether a
third party holds debt secured by a pledge of an equity interest in a related
borrower. See "Legal Aspects Of The Mortgage Loans And The Leases--Subordinate
Financing" in the prospectus and "Risk Factors--A Borrower's


                                     S-159


Other Loans May Reduce The Cash Flow Available To The Mortgaged Property Which
May Adversely Affect Payment On Your Certificates" in this prospectus
supplement.

      Generally all of the mortgage loans also permit the related borrower to
incur other unsecured indebtedness, including but not limited to trade payables,
in the ordinary course of business and to incur indebtedness secured by
equipment or other personal property located at the mortgaged property.

      Loan Purpose

      93 of the mortgage loans we intend to include in the Trust, representing
68.6% of the Initial Pool Balance (which include 79 mortgage loans in Loan Group
1, representing 71.0% of the Initial Loan Group 1 Balance, and 14 mortgage loans
in Loan Group 2, representing 53.8% of the Initial Loan Group 2 Balance), were
originated in connection with the borrower's refinancing of a previous mortgage
loan; 41 of the mortgage loans we intend to include in the Trust, representing
31.4% of the Initial Pool Balance (which include 34 mortgage loans in Loan Group
1, representing 29.0% of the Initial Loan Group 1 Balance, and seven mortgage
loans in Loan Group 2, representing 46.2% 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.

      Additional Collateral

      Certain of the mortgage loans have additional collateral in the form of
reserves under which monies disbursed by the originating lender or letters of
credit are reserved for specified periods which are to be released only upon the
satisfaction of certain conditions by the borrower. If the borrowers do not
satisfy conditions for release of the monies or letters of credit by the outside
release date, such monies or letters of credit may be applied to partially repay
the related mortgage loan, or may be held by the lender as additional security
for the mortgage loans. In addition, some of the other mortgage loans provide
for reserves for items such as deferred maintenance, environmental remediation,
debt service, tenant improvements and leasing commissions and capital
improvements. For further information with respect to additional collateral, see
Appendix II.

      The ARD Loans

      14 mortgage loans, representing 11.6% of the Initial Pool Balance (which
are in Loan Group 1, representing 13.4% 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

      25 of the mortgage loans, representing 49.2% of the Initial Pool Balance
(which are in Loan Group 1, representing 56.9% of the Initial Loan Group 1
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 master servicer or the applicable special servicer on
            behalf of the trust. Such revenue generally is either (a) swept and
            remitted to the related borrower unless a default or other "trigger"
            event under the related mortgage loan documents has occurred or (b)
            not made immediately available to the related borrower, but instead
            is forwarded to a cash management account controlled by the lockbox
            bank, which in general is the applicable master servicer or the
            applicable special servicer on behalf of the trust and then applied
            according to the


                                     S-160



            related mortgage loan documents, which typically contemplate
            application to sums payable under the related mortgage loan and, in
            certain transactions, to expenses at the related mortgaged property,
            with any excess remitted to the related borrower.

      o     Soft, Springing to Hard. Revenue from the related mortgaged property
            is generally paid by the tenants and other payors to the related
            borrower or the property manager and then forwarded to an account
            controlled by the lockbox bank, which in general is the applicable
            master servicer or the applicable special servicer on behalf of the
            trust. Until the occurrence of certain specified "trigger" events,
            which typically include an event of default under the mortgage loan,
            such revenue is forwarded to an account controlled by the related
            borrower or is otherwise made available to the related borrower.
            Upon the occurrence of such a trigger event, the mortgage loan
            documents require the related borrower to instruct tenants and other
            payors to pay directly into an account controlled by the lockbox
            bank, which in general is the applicable master servicer or the
            applicable special servicer on behalf of the trust; the revenue is
            then applied by the applicable master servicer or the applicable
            special servicer on behalf of the trust according to the related
            mortgage loan documents.

      o     Soft. Revenue from the related mortgaged property is generally paid
            by the tenants and other payors to the related borrower or the
            property manager and forwarded to an account controlled by the
            lockbox bank, which in general is the applicable master servicer or
            the applicable special servicer on behalf of the trust. The funds
            are then either made available to the related borrower or are
            applied by the applicable master servicer or the applicable special
            servicer on behalf of the trust according to the related mortgage
            loan documents.

      o     Springing to Hard. Revenue from the related mortgaged property is
            generally paid by the tenants and other payors to the related
            borrower or property manager. Upon the occurrence of certain
            specified "trigger" events, which typically include an event of
            default under the mortgage loan, the mortgage loan documents
            contemplate establishment of a hard lockbox and require the related
            borrower to instruct tenants to pay directly into an account
            controlled by the applicable master servicer or the applicable
            special servicer on behalf of the trust; the revenue is then applied
            by the lockbox bank, which in general is the applicable master
            servicer or the applicable special servicer on behalf of the trust
            according to the related mortgage loan documents.

      o     None. Revenue from the related mortgaged property is paid to the
            related borrower and is not subject to a lockbox as of the
            origination date, and no lockbox is contemplated to be established
            during the mortgage loan term.

      In connection with any hard lockbox, income deposited directly into the
related lockbox account may not include amounts paid in cash that are paid
directly to the related property manager, notwithstanding requirements to the
contrary. Furthermore, with respect to certain multifamily and hospitality
properties, cash or "over-the-counter" receipts may be deposited into the
lockbox account by the property manager. Mortgage loans whose terms call for the
establishment of a lockbox account require that the amounts paid to the property
manager will be deposited into the applicable lockbox account on a regular
basis. Lockbox accounts will not be assets of the trust.

THE NON-TRUST SERVICED PARI PASSU LOAN

      Mortgage Loan No. 103, The Tower (the "Non-Trust Serviced Pari Passu
Loan"), with an outstanding principal balance of $3,188,314, representing 0.2%
of the Initial Pool Balance, is secured by the same mortgaged property on a pari
passu basis with a companion note (the "Non-Trust Serviced Companion Loan") that
has an outstanding principal balance of $8,829,177. The Non-Trust Serviced
Companion Loan is not included in the trust but is owned by the Bear Stearns
Commercial Mortgage Securities Trust 2006-PWR14 (the "2006-PWR14 Trust"). For
purposes of the information presented in this prospectus supplement with respect
to the Non-Trust Serviced Pari Passu Loan, the Debt Service Coverage Ratio and
Loan-to-Value Ratio reflect the aggregate indebtedness evidenced by the
Non-Trust Serviced Pari Passu Loan and the Non-Trust Serviced Companion Loan.
The Non-Trust Serviced Pari Passu Loan was originally subordinate to the
Non-Trust Serviced Companion Loan but became pari passu upon the Mortgaged
Property having an underwritten cash flow equal to or greater than $1,037,163
and the actual debt service coverage ratio becoming 1.20x.


                                     S-161


      The Non-Trust Serviced Pari Passu Loan and the Non-Trust Serviced
Companion Loan will be serviced pursuant to the provisions of the pooling and
servicing agreement for the 2006-PWR14 Trust (the "2006-PWR14 Pooling and
Servicing Agreement"). Prudential Asset Resources, Inc., as master servicer
under the 2006-PWR14 Pooling and Servicing Agreement (in such capacity, the
"2006-PWR14 Master Servicer") will make Servicing Advances in respect of the
mortgaged property securing the Non-Trust Serviced Pari Passu Loan and the
Non-Trust Serviced Companion Loan, and advances of principal and interest only
in respect of the Non-Trust Serviced Companion Loan that is included in the
2006-PWR14 Trust. The 2006-PWR14 Master Servicer will remit collections on the
Non-Trust Serviced Pari Passu Loan to, or on behalf of, the trust. Prudential
Asset Resources, Inc., as master servicer under the pooling and servicing
agreement (or the trustee, as applicable) will make P&I Advances with respect to
the Non-Trust Serviced Pari Passu Loan pursuant to the pooling and servicing
agreement. Under the 2006-PWR14 Pooling and Servicing Agreement, the servicing
and administration of the Non-Trust Serviced Pari Passu Loan and the Non-Trust
Serviced Companion Loan will generally be conducted as if such loans were a
single "mortgage loan" under the provisions of the 2006-PWR14 Pooling and
Servicing Agreement.

      The holders of the Non-Trust Serviced Pari Passu Loan and the Non-Trust
Serviced Companion Loan entered into a co-lender agreement. That co-lender
agreement provides for the following:

      o     the Non-Trust Serviced Pari Passu Loan and the Non-Trust Serviced
            Companion Loan are of equal priority with each other and no portion
            of either of them will have priority or preference over the other;

      o     the 2006-PWR14 Pooling and Servicing Agreement and the related
            co-lender agreement will exclusively govern the servicing and
            administration of the Non-Trust Serviced Pari Passu Loan and the
            Non-Trust Serviced Companion Loan (and all decisions, consents,
            waivers, approvals and other actions on the part of the holder of
            the Non-Trust Serviced Pari Passu Loan and the Non-Trust Serviced
            Companion Loan will be effected in accordance with the 2006-PWR14
            Pooling and Servicing Agreement);

      o     all payments, proceeds and other recoveries on or in respect of the
            Non-Trust Serviced Pari Passu Loan and/or the Non-Trust Serviced
            Companion Loan (in each case, subject to the rights of the
            2006-PWR14 Master Servicer, the 2006-PWR14 Special Servicer, the
            2006-PWR14 Depositor or the 2006-PWR14 Trustee to payments and
            reimbursements pursuant to and in accordance with the terms of the
            2006-PWR14 Pooling and Servicing Agreement and the rights of the
            applicable master servicer, the applicable special servicer and the
            trustee to payments and reimbursements pursuant to and in accordance
            with the terms of the pooling and servicing agreement) will be
            applied to the Non-Trust Serviced Pari Passu Loan and the Non-Trust
            Serviced Companion Loan on a pari passu basis according to their
            respective outstanding principal balances;

      o     the transfer of the ownership of the Non-Trust Serviced Companion
            Loan to any person or entity is generally prohibited, other than (i)
            to institutional lenders, investment funds, affiliates thereof
            exceeding a minimum net worth requirement, (ii) any person or entity
            upon receipt of written confirmation from the Rating Agencies that
            such transfer will not result in a downgrade, qualification or
            withdrawal of the then current ratings on the certificates or (iii)
            to trusts or other entities established to acquire mortgage loans
            and issue securities backed by and payable from the proceeds of such
            loans is generally prohibited; and

      o     the 2006-PWR14 Master Servicer and the 2006-PWR14 Special Servicer,
            as applicable, generally will be required to consult with (but not
            obtain the approval of) the holder of the Non-Trust Serviced Pari
            Passu Loan in connection with certain material servicing decisions
            involving the Non-Trust Serviced Loan Group as set forth in the
            co-lender agreement.

THE SERVICED COMPANION LOANS

      Hilton Washington DC Mortgage Loan

      General

      The mortgaged property securing Mortgage Loan No. 2 (referred to herein as
the "Hilton Washington DC Mortgage Loan"), with an original principal balance of
$215,000,000 and an outstanding principal balance of $215,000,000 as of the
Cut-off Date (representing approximately 10.5% of the Initial Pool Balance),
also secures a


                                     S-162



subordinate B note with an initial principal balance of $4,875,678 and a maximum
principal balance of $71,900,000 and three subordinate pari passu C notes
consisting of (i) a C-1 note with an initial principal balance of $1,312,161 and
a maximum principal balance of $19,350,000, (ii) a C-2 note with an initial
principal balance of $656,080.50 and a maximum principal balance of $9,675,000
and (iii) a C-3 note with an initial principal balance of $656,080.50 and a
maximum principal balance of $9,675,000) (the B and C notes, collectively, the
"Hilton Washington DC Subordinate Loans") that are not included in the trust.
The Hilton Washington DC Loan will be transferred to the trust by Prudential
Mortgage Capital Funding, LLC. The B note is currently held by The Prudential
Insurance Company of America, is interest only and accrues interest at LIBOR
plus 2.20%. The C-1 note is currently held by Prudential Mortgage Capital
Funding, LLC, is interest only, and accrues interest at LIBOR plus 3.15%. The
C-2 and C-3 notes are currently held by Merrill Lynch Capital, a Division of
Merrill Lynch Business Financial Services, Inc., are interest only, and accrue
interest at LIBOR plus 3.15%. For purposes of the information presented in this
prospectus supplement with respect to the Hilton Washington DC Mortgage Loan,
the Debt Service Coverage Ratio and loan-to-value ratio reflect the indebtedness
evidenced by the Hilton Washington DC Mortgage Loan without taking into account
the Hilton Washington DC Subordinate Loans, unless otherwise indicated. The
Hilton Washington DC Mortgage Loan together with the Hilton Washington DC
Subordinate Loans are collectively referred to herein as the "Hilton Washington
DC Loan Group."

      The Hilton Washington DC Mortgage Loan and the Hilton Washington DC
Subordinate Loans will be serviced pursuant to the provisions of the Pooling and
Servicing Agreement by Prudential Asset Resources, Inc., as both master servicer
and special servicer. The applicable master servicer will make Servicing
Advances in respect of the mortgaged property securing the Hilton Washington DC
Loan Group, but will make advances of principal and interest pursuant to the
Pooling and Servicing Agreement only in respect of the Hilton Washington DC
Mortgage Loan. The applicable master servicer will remit collections on the
Hilton Washington DC Subordinate Loans to the holders thereof. Under the Pooling
and Servicing Agreement, the servicing and administration of the Hilton
Washington DC Loan Group generally will be conducted as if such loans were a
single "mortgage loan" under the provisions of the Pooling and Servicing
Agreement, but subject to the terms of a co-lender agreement (as amended and
restated) (the "Hilton Washington DC Co-Lender Agreement").

      The initial holder of the Hilton Washington DC Mortgage Loan and the
holders of the Hilton Washington DC Subordinate Loans entered into the Hilton
Washington DC Co-Lender Agreement. The holders of the Hilton Washington DC
Subordinate Loans may sell or transfer the Hilton Washington DC Subordinate
Loans at any time subject to compliance with the requirements of the Hilton
Washington DC Co-Lender Agreement.

      The Hilton Washington DC Co-Lender Agreement

      The Hilton Washington DC Co-Lender Agreement provides, among other things,
for the application of payments among the Hilton Washington DC Mortgage Loan and
the Hilton Washington DC Subordinate Loans.

      All amounts paid by the related borrower or otherwise available for
payment on the Hilton Washington DC Loan Group (net of various payments and
reimbursements to third parties, including the applicable master servicer, the
special servicer and/or the trustee under the Pooling and Servicing Agreement,
advances and/or interest on advances, among other things) will be applied in a
particular priority such that the holder of the Hilton Washington DC Mortgage
Loan will receive interest and principal before any payments are made on the
Hilton Washington DC Subordinate Loans.

      Consultation and Approval Rights

      In general, the Hilton Washington DC Co-Lender Agreement provides that the
holders of greater than 50% of the outstanding principal balance of the most
subordinate Hilton Washington DC Subordinate Loans will have consultation and
approval rights with respect to certain actions taken by the holder of the
Hilton Washington DC Mortgage Loan and the applicable master servicer or special
servicer, as the case may be, in regard to the Hilton Washington DC Loan Group,
except that no advice, direction or objection from or by such holder may (and
the holder of the Hilton Washington DC Mortgage Loan and each applicable master
servicer or special servicer, as the case may be, are to ignore and act without
regard to any such advice, direction or objection that the holder of the Hilton
Washington DC Mortgage Loan or any servicer has determined, in its reasonable,
good faith judgment, will) require or cause the holder of the Hilton Washington
DC Mortgage Loan or any master servicer or special servicer to violate any
provision of the Hilton Washington DC Co-Lender Agreement, the loan documents,
or the Pooling


                                     S-163



and Servicing Agreement including any REMIC provisions and, without limitation,
any servicer's obligation to act in accordance with the Servicing Standard.
Notwithstanding the foregoing, certain actions relating to the funding of future
advances by the holders of the Hilton Washington DC Subordinate Loans will be
subject to the rights of such holders to consent to such actions pursuant to the
terms of the Hilton Washington DC Co-Lender Agreement. These consultation and
approval rights may shift from the holders of greater than 50% of the
outstanding principal balance of the C notes to the holders of greater than 50%
of the outstanding principal balance of the B note if (i) the maximum principal
balance of the C notes (including all applicable future advances) minus
principal payments, appraisal reduction amounts and realized losses allocated to
the C notes is less than 25% of (x) the maximum principal balance of the C notes
(including all applicable future advances) minus (y) principal payments on the C
notes or (ii) the holder of greater than 50% of the outstanding principal
balance of the C notes is the borrower or a party affiliated with the borrower.
Similarly, these consultation and approval rights may shift to the Controlling
Class if similar reductions occur with respect to the B note.

      Future Funding Advances

      Pursuant to the related loan documents, the holders of the Hilton
Washington DC Subordinate Loans are required, subject to the satisfaction of
certain conditions, to make future funding advances up to the maximum principal
balance of each subordinate note. The Hilton Washington DC Co-Lender Agreement
provides that the holder of the Hilton Washington DC Mortgage Loan is under no
obligation to make any such future funding advance and contains an
indemnification of the holder of the Hilton Washington DC Mortgage Loan by each
of the holders of the Hilton Washington DC Subordinate Loans for any losses or
expenses incurred in connection with the failure of any such holder to make any
required future funding advance.

      Cure Rights

      Pursuant to the Hilton Washington DC Co-Lender Agreement, the holders of
the Hilton Washington DC Subordinate Loans have the right to cure certain
monetary and non-monetary events of default that have occurred and are
continuing in accordance with the terms and conditions set forth in the Hilton
Washington DC Co-Lender Agreement, including any failure by another holder of a
Hilton Washington DC Subordinate Loan to make a future funding advance.

      Purchase Option

      Pursuant to the Hilton Washington DC Co-Lender Agreement, the holders of
the Hilton Washington DC Subordinate Loans, upon written notice to the holder of
the Hilton Washington DC Mortgage Loan, will have the right to purchase the
Hilton Washington DC Mortgage Loan upon certain events of default by the
borrower under the related loan documents pursuant to the conditions set forth
in, and in accordance with the requirements of, the Hilton Washington DC
Co-Lender Agreement.

      The purchase price for the Hilton Washington DC Mortgage Loan in
connection with this purchase option will generally include the outstanding
principal balance of the Hilton Washington DC Mortgage Loan, accrued and unpaid
interest at the applicable interest rate, any servicing fees, special servicing
fees, expenses advanced by the applicable master servicer or the special
servicer and any other amounts specified in the Hilton Washington DC Co-Lender
Agreement or the Pooling and Servicing Agreement.

      The applicable master servicer and the applicable special servicer are
required to comply with the applicable provisions of any intercreditor agreement
and Co-Lender Agreement, and in the event of any conflict between the terms of
the Pooling and Servicing Agreement and the terms of an intercreditor agreement
or Co-Lender Agreement, the conflict shall be resolved in favor of such
intercreditor agreement or Co-Lender Agreement.

      The Hampton Inn -  Brunswick, GA Mortgage Loan

      General

      The mortgaged property securing Mortgage Loan No. 76 (referred to herein
as the "Hampton Inn - Brunswick, GA Mortgage Loan"), with an original principal
balance of $5,175,000 and an outstanding principal balance of $5,161,131 as of
the Cut-off Date (representing approximately 0.3% of the Initial Pool Balance),
also secures a subordinate B note with an original principal balance of $345,000
(the "Hampton Inn - Brunswick, GA Subordinate


                                     S-164



Loan") that is not included in the trust. The Hampton Inn - Brunswick, GA
Mortgage Loan will be transferred to the trust by Morgan Stanley Mortgage
Capital Holdings LLC. The Hampton Inn - Brunswick, GA Subordinate Loan is
currently held by Mezz Cap Finance, LLC and accrues interest at 12.75%. For
purposes of the information presented in this prospectus supplement with respect
to the Hampton Inn - Brunswick, GA Mortgage Loan, the Debt Service Coverage
Ratio and loan-to-value ratio reflect the indebtedness evidenced by the Hampton
Inn - Brunswick, GA Mortgage Loan without taking into account the Hampton Inn -
Brunswick, GA Subordinate Loan, unless otherwise indicated. The Hampton Inn -
Brunswick, GA Mortgage Loan together with the Hampton Inn - Brunswick, GA
Subordinate Loan are collectively referred to herein as the "Hampton Inn -
Brunswick, GA Loan Group."

      The Hampton Inn - Brunswick, GA Mortgage Loan and the Hampton Inn -
Brunswick, GA Subordinate Loan will be serviced pursuant to the provisions of
the Pooling and Servicing Agreement. The applicable master servicer will make
Servicing Advances in respect of the mortgaged property securing the Hampton Inn
- Brunswick, GA Loan Group, and advances of principal and interest only in
respect of the Hampton Inn - Brunswick, GA Mortgage Loan pursuant to the Pooling
and Servicing Agreement. The applicable master servicer will remit collections
on the Hampton Inn - Brunswick, GA Subordinate Loan to the holders thereof.
Under the Pooling and Servicing Agreement, the servicing and administration of
the Hampton Inn - Brunswick, GA Loan Group generally will be conducted as if
such loans were a single "mortgage loan" under the provisions of the Pooling and
Servicing Agreement.

      The initial holder of the Hampton Inn - Brunswick, GA Mortgage Loan and
the holder of the Hampton Inn - Brunswick, GA Subordinate Loan entered into an
intercreditor agreement (the "Hampton Inn - Brunswick, GA Co-Lender Agreement").
The holders of the Hampton Inn - Brunswick, GA Subordinate Loan may sell or
transfer the Hampton Inn - Brunswick, GA Subordinate Loan at any time subject to
compliance with the requirements of the Hampton Inn - Brunswick, GA Co-Lender
Agreement.

      The Hampton Inn - Brunswick, GA Co-Lender Agreement

      The Hampton Inn - Brunswick, GA Co-Lender Agreement provides, among other
things, for the application of payments between the Hampton Inn - Brunswick, GA
Mortgage Loan and the Hampton Inn - Brunswick, GA Subordinate Loan.

      All amounts paid by the related borrower or otherwise available for
payment on the Hampton Inn - Brunswick, GA Loan Group (net of various payments
and reimbursements to third parties, including the applicable master servicer,
the applicable special servicer and/or the trustee under the Pooling and
Servicing Agreement, and the applicable master servicer, the applicable special
servicer and/or the trustee (if any) of the securitization that may include the
Hampton Inn - Brunswick, GA Subordinate Loan for servicing compensation,
advances and/or interest on advances, among other things) will be applied in a
particular priority such that the holders of the Hampton Inn - Brunswick, GA
Mortgage Loan will receive interest and principal before any payments are made
on the Hampton Inn - Brunswick, GA Subordinate Loan.

      Consultation and Approval Rights

      The Hampton Inn - Brunswick, GA Co-Lender Agreement provides that the
holder of the Hampton Inn - Brunswick, GA Subordinate Loan will have
consultation and approval rights with respect to certain actions taken by the
applicable master servicer or the applicable special servicer, as the case may
be, in regard to the Hampton Inn - Brunswick, GA Loan Group, except that no
advice, direction or objection from or by the holder of the Hampton Inn -
Brunswick, GA Subordinate Loan may (and the applicable master servicer or the
applicable special servicer, as the case may be, is to ignore and act without
regard to any such advice, direction or objection that such servicer has
determined, in its reasonable, good faith judgment, will) require or cause such
master servicer or special servicer to take any action or refrain from taking
any action which would violate any law of any applicable jurisdiction, be
inconsistent with the Servicing Standard under the Pooling and Servicing
Agreement, violate the REMIC provisions of the Code or violate any other
provisions of the Pooling and Servicing Agreement or any provisions of the
Hampton Inn - Brunswick, GA Co-Lender Agreement.


                                     S-165


      Cure Rights

      Pursuant to the Hampton Inn - Brunswick, GA Co-Lender Agreement, the
holders of the Hampton Inn - Brunswick, GA Subordinate Loan have the right to
cure certain monetary events of default that have occurred and are continuing in
accordance with the terms and conditions set forth in the Hampton Inn -
Brunswick, GA Co-Lender Agreement.

      Purchase Option

      Pursuant to the Hampton Inn - Brunswick, GA Co-Lender Agreement, the
holders of the Hampton Inn - Brunswick, GA Subordinate Loan, upon written notice
to the holder of the Hampton Inn - Brunswick, GA Mortgage Loan, will have the
right to purchase the Hampton Inn - Brunswick, GA Mortgage Loan upon certain
events of default by the borrower under the related loan documents pursuant to
the conditions set forth in and in accordance with the requirements of the
Hampton Inn - Brunswick, GA Co-Lender Agreement.

      The purchase price for the Hampton Inn - Brunswick, GA Mortgage Loan in
connection with this purchase option will generally include the outstanding
principal balance of the Hampton Inn - Brunswick, GA Mortgage Loan, accrued and
unpaid interest at the applicable interest rate, any servicing fees, special
servicing fees, liquidation fees, expenses advanced by the applicable master
servicer or the applicable special servicer and any other amounts specified in
the Hampton Inn - Brunswick, GA Co-Lender Agreement or the Pooling and Servicing
Agreement.

ASSESSMENTS OF PROPERTY VALUE AND CONDITION

      Appraisals

      In general, in connection with the origination or sale to the Depositor of
each of the mortgage loans, the related mortgaged property was appraised by an
outside appraiser. In general, with respect to those mortgage loans for which an
appraisal was used in any value calculation, those estimates represent the
analysis and opinion of the person performing the appraisal and are not
guarantees of, and may not be indicative of, present or future value. There can
be no assurance that another person would not have arrived at a different
valuation, even if such person used the same general approach to and same method
of valuing the property. Moreover, such appraisals sought to establish the
amount of typically motivated buyer would pay a typically motivated seller. Such
amount could be significantly higher than the amount obtained from the sale of a
mortgaged property under a distress or liquidation sale. Information regarding
the values of the mortgaged properties as of the Cut-off Date is presented in
this prospectus supplement for illustrative purposes only. The loan-to-value
ratios for each mortgaged property were calculated according to the methodology
described in this prospectus supplement based on the estimates of value from the
third party appraisals generally conducted on or after August 31, 2006 (or, for
one mortgage loan, representing 0.2% of the initial outstanding pool balance,
November 18, 2005).

      Environmental Assessments

      With respect to the mortgaged properties for which environmental site
assessments, or in some cases an update of a previous assessment, were prepared
on or after November 2, 2006 (or, for one mortgaged property, securing a
mortgage loan representing 0.2% of the initial outstanding pool balance, October
21, 2005), which include each mortgaged property securing each mortgage loan in
the trust, the related mortgage loan seller will represent to us that, as of the
Cut-off Date and subject to certain specified exceptions, it has no knowledge of
any material and adverse environmental condition or circumstance affecting such
mortgaged property that was not disclosed in such assessment.

      Property Condition Assessments

      Each mortgage loan seller or an affiliate of the seller of the mortgage
loan inspected, or caused to be inspected, each of the mortgaged properties in
connection with the origination or acquisition of their respective mortgage
loans to assess items such as structure, exterior walls, roofing, interior
construction, mechanical and electrical systems and general condition of the
site, buildings and other improvements.


                                     S-166



      With respect to the mortgaged properties for which engineering reports
were prepared on or after November 1, 2006 (or, for one mortgaged property,
securing a mortgage loan representing 0.2% of the initial outstanding pool
balance, January 6, 2006), relating to all mortgaged properties, the related
mortgage loan seller will represent to us that, except as disclosed in the
related report and subject to certain specified exceptions, each mortgaged
property, to the mortgage loan seller's knowledge, is free and clear of any
damage (or adequate reserves have been established) that would materially and
adversely affect its value as security for the related mortgage loan.

      Seismic Review Process

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

      Zoning and Building Code Compliance

      Each mortgage loan seller took steps to establish that the use and
operation of the mortgaged properties that represent security for its mortgage
loans, at their respective dates of origination, were in compliance in all
material respects with, or were legally existing non-conforming uses or
structures under, applicable zoning, land-use and similar laws and ordinances,
but no assurance can be given that such steps revealed all possible violations.
Evidence of such compliance may have been in the form of legal opinions,
confirmations from government officials, title insurance endorsements, survey
endorsements, appraisals, zoning consultants' reports and/or representations by
the related borrower contained in the related mortgage loan documents.
Violations may be known to exist at any particular mortgaged property, but the
related mortgage loan seller has informed us that it does not consider any such
violations known to it to be material.

ADDITIONAL MORTGAGE LOAN INFORMATION

      Each of the tables presented in Appendix I to this prospectus supplement
sets forth selected characteristics of the Mortgage Pool presented, where
applicable, as of the Cut-off Date. For a detailed presentation of certain of
the characteristics of the mortgage loans and the mortgaged properties, on an
individual basis, see Appendix II to this prospectus supplement, and for a brief
summary of the 10 largest loans in the Mortgage Pool, see Appendix IV to this
prospectus supplement. Additional information regarding the mortgage loans is
contained in this prospectus supplement under "Risk Factors" elsewhere in this
"Description of the Mortgage Pool" section and under "Legal Aspects Of The
Mortgage Loans And The Leases" in the prospectus.

      For purposes of the tables in Appendix I and for the information presented
in Appendix II and Appendix IV:

      (1)   References to "DSCR" are references to "Debt Service Coverage
            Ratios." In general, debt service coverage ratios are used by income
            property lenders to measure the ratio of (a) Underwritable Cash Flow
            to (b) required debt service payments. However, debt service
            coverage ratios only measure the current, or recent, ability of a
            property to service mortgage debt. If a property does not possess a
            stable operating expectancy (for instance, if it is subject to
            material leases that are scheduled to expire during the loan term
            and that provide for above-market rents and/or that may be difficult
            to replace), a debt service coverage ratio may not be a reliable
            indicator of a property's ability to service the mortgage debt over
            the entire remaining loan term. For purposes of this prospectus
            supplement, including for the tables in Appendix I and the
            information presented in Appendix II and Appendix IV, the "Debt
            Service Coverage Ratio" or "DSCR" (or group of cross-collateralized
            mortgage loans) is calculated pursuant to the definition thereof
            under the "Glossary of Terms" in this prospectus supplement. For
            purposes of the information presented in this prospectus supplement,
            the Debt Service Coverage Ratio (unless otherwise indicated)
            reflects with respect to where periodic payments are interest-only
            for a certain amount of time after origination after which date the
            mortgage loan amortizes principal for the remaining term of the
            mortgage loan, the annualized amount of debt service that will be
            payable under the mortgage loan after the beginning of the


                                     S-167



            amortization term of the mortgage loan. The Debt Service Coverage
            Ratio in this prospectus supplement with respect to a Serviced Loan
            Group reflects the related mortgage loan and the Serviced Companion
            Loans that are pari passu notes but, unless otherwise noted, does
            not reflect the Serviced Companion Loans that are subordinate notes.
            The Debt Service Coverage Ratio in this prospectus supplement with
            respect to the Non-Trust Serviced Pari Passu Loan reflects the
            Non-Trust Serviced Pari Passu Loan and the Non-Trust Serviced
            Companion Loan.

      (2)   In connection with the calculation of DSCR and loan-to-value ratios,
            in determining Underwritable Cash Flow for a mortgaged property,
            other than a residential cooperative 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 a residential cooperative property
            is based on projected net operating income at the property, as
            determined by the appraisal obtained in connection with the
            origination of the related mortgage loan, assuming that property was
            operated as a rental property with rents set at prevailing market
            rates taking into account the presence of existing rent-controlled
            or rent-stabilized occupants, reduced by underwritten capital
            expenditures, property operating expenses, a market-rate vacancy
            assumption and projected reserves. See also "Risk
            Factors--Residential Cooperative Properties In The Mortgage Pool
            Will Subject Your Investment To The Special Risks Of Residential
            Cooperative Properties" in this prospectus supplement.

      (3)   Historical operating results may not be available for some of the
            mortgage loans which are secured by mortgaged properties with newly
            constructed improvements, mortgaged properties with triple net
            leases, mortgaged properties that have recently undergone
            substantial renovations and newly acquired mortgaged properties. In
            such cases, items of revenue and expense used in calculating
            Underwritable Cash Flow were generally derived from rent rolls,
            estimates set forth in the related appraisal, leases with tenants or
            from other borrower-supplied information. No assurance can be given
            with respect to the accuracy of the information provided by any
            borrowers, or the adequacy of the procedures used by the applicable
            mortgage loan seller in determining the presented operating
            information.

      (4)   The Debt Service Coverage Ratios are presented in this prospectus
            supplement for illustrative purposes only and, as discussed above,
            are limited in their usefulness in assessing the current, or
            predicting the future, ability of a mortgaged property to generate
            sufficient cash flow to repay the related mortgage loan.
            Accordingly, no assurance can be given, and no representation is
            made, that the Debt Service Coverage Ratios accurately reflect that
            ability.

      (5)   References in the tables to "Cut-off Date LTV" are references to
            "Cut-off Date Loan-to-Value" and references to "Balloon LTV" are
            references to "Balloon Loan-to-Value." For purposes of this
            prospectus supplement, including for the tables in Appendix I and
            the information presented in Appendix II and Appendix IV, the
            "Cut-off Date LTV," "Cut-off Date Loan-to-Value," "Balloon LTV" or
            "Balloon Loan-to-Value" for any mortgage loan is calculated pursuant
            to the definition thereof under the "Glossary of Terms" in this
            prospectus supplement. The loan-to-value information in this
            prospectus supplement with respect to a Serviced Loan Group reflects
            the related mortgage loan and the Serviced Companion Loans that are
            pari passu notes but, unless otherwise noted, does not reflect the
            Serviced Companion Loans that


                                     S-168


            are subordinate notes. The loan-to-value information in this
            prospectus supplement with respect to the Non-Trust Serviced Pari
            Passu Loan reflects the Non-Trust Serviced Pari Passu Loan and the
            Non-Trust Serviced Companion Loan.

      (6)   The value of the related mortgaged property or properties for
            purposes of determining the Cut-off Date LTV is determined as
            described above under "--Assessments of Property Value and
            Condition--Appraisals."

      (7)   No representation is made that any such value would approximate
            either the value that would be determined in a current appraisal of
            the related mortgaged property or the amount that would be realized
            upon a sale.

      (8)   References to "weighted averages" are references to averages
            weighted on the basis of the Cut-off Date Balances of the related
            mortgage loans.

      The sum in any column of any of the tables in Appendix I may not equal the
indicated total due to rounding.

      Generally, the loan documents with respect to the mortgage loans require
the borrowers to provide the related lender with quarterly and/or annual
operating statements and rent rolls.

STANDARD HAZARD INSURANCE

      Each master servicer is required to use reasonable efforts, consistent
with the Servicing Standard, to cause each borrower to maintain for the related
mortgaged property (other than any REO Property) for which it is acting as
master servicer (a) a fire and hazard insurance policy with extended coverage
and (b) all other insurance required by the terms of the loan documents
(provided that in determining what insurance the borrower is required to
maintain the master servicer shall take into account the insurance maintained on
the closing date of the mortgage loan) and the related mortgage in the amounts
set forth therein. Certain mortgage loans may permit such hazard insurance
policy to be maintained by a tenant at the related mortgaged property, or may
permit the related borrower or tenant to self-insure. The coverage of each such
policy will be in an amount, subject to a deductible customary in the related
geographic area, that is not less than the lesser of the full replacement cost
of the improvements that represent security for such mortgage loan, with no
deduction for depreciation, and the outstanding principal balance owing on such
mortgage loan, but in any event, unless otherwise specified in the applicable
mortgage or mortgage note, in an amount sufficient to avoid the application of
any coinsurance clause.

      If, on the date of origination of a mortgage loan, the improvements on a
related mortgaged property (other than any REO Property) were located in an area
identified in the Federal Register by the Federal Emergency Management Agency as
having special flood hazards, the master servicer for such mortgage loan will be
required (to the extent permitted under the related mortgage loan documents or
required by law) to cause to be maintained a flood insurance policy in an amount
representing coverage of at least the lesser of:

      o     the outstanding principal balance of the related mortgage loan; and

      o     the maximum amount of such insurance available for the related
            mortgaged property under the national flood insurance program, if
            the area in which the improvements are located is participating in
            such program.

      If a borrower fails to maintain such fire and hazard insurance, the
applicable master servicer will be required to obtain such insurance to the
extent such insurance is available at commercially reasonable rates and
obtaining such insurance is in accordance with the Servicing Standard and the
cost thereof, subject to a determination of recoverability, will be a Servicing
Advance. The applicable special servicer will be required to maintain fire and
hazard insurance with extended coverage and, if applicable, flood insurance on
an REO Property for which it is acting as special servicer in an amount not less
than the maximum amount obtainable with respect to such REO Property and the
cost thereof will be paid by the applicable master servicer as a Servicing
Advance, subject to a determination of recoverability. Neither of the master
servicers nor the special servicers will be required in any event to maintain or
obtain insurance coverage (including terrorism coverage) beyond what is
available at a commercially reasonable rate and consistent with the Servicing
Standard. A determination by the master servicer (with respect to non-Specially
Serviced Mortgage Loans) that terrorism insurance is available at a commercially


                                     S-169



reasonable rate will be subject to the approval of the applicable special
servicer as set forth in the Pooling and Servicing Agreement, provided that the
failure of the applicable special servicer to approve or disapprove such
determination within 7 days of notice thereof will be a deemed approval of such
determination.

      Included in the insurance that the borrower is required to maintain may be
loss of rents endorsements and comprehensive public liability insurance. The
master servicers will not require borrowers to maintain earthquake insurance
unless the related borrower is required under the terms of its mortgage loan to
maintain earthquake insurance and such insurance is available at a commercially
reasonable rate. Any losses incurred with respect to mortgage loans due to
uninsured risks, including earthquakes, mudflows and floods, or insufficient
hazard insurance proceeds may adversely affect payments to the
Certificateholders. The applicable special servicer will have the right, but not
the obligation, at the expense of the trust, to obtain earthquake insurance on
any mortgaged property securing a Specially Serviced Mortgage Loan and/or any
REO Property for which it is acting as special servicer so long as such
insurance is available at commercially reasonable rates. See "Risk Factors--The
Absence Of Or Inadequacy Of Insurance Coverage On The Property May Adversely
Affect Payments On Your Certificates" and "--Certain Other Risks Related to
Casualty and Casualty Insurance" in this prospectus supplement.

SALE OF THE MORTGAGE LOANS

      On the Closing Date, each mortgage loan seller will sell its mortgage
loans, without recourse, to Morgan Stanley Capital I Inc., and Morgan Stanley
Capital I Inc., in turn, will sell all of the mortgage loans, without recourse
and will assign the representations and warranties made by each mortgage loan
seller in respect of the mortgage loans and the related remedies for breach
thereof, to the trustee for the benefit of the Certificateholders. In connection
with such assignments, each mortgage loan seller is required in accordance with
the related Mortgage Loan Purchase Agreement to deliver the Mortgage File, with
respect to each mortgage loan so assigned by it, to the custodian on behalf of
the trustee; provided, however, that with respect to the Non-Trust Serviced Pari
Passu Loan, the related mortgage loan seller is obligated to deliver the
original mortgage note, and copies of the other documents included in the
definition of "Mortgage File.".

      The custodian, on behalf of the trustee, will be required to review the
documents delivered by each mortgage loan seller with respect to its mortgage
loans within 90 days following the Closing Date, and the custodian, on behalf of
the trustee, will hold the related documents in trust. Within 90 days following
the Closing Date, the assignments with respect to each mortgage loan (other than
the Non-Trust Serviced Pari Passu Loan) and any related assignment of rents and
leases, as described in the "Glossary of Terms" under the term "Mortgage File,"
are to be completed in the name of the trustee, if delivered in blank.

      Notwithstanding the foregoing, with respect to any mortgage, assignment of
leases or UCC financing statements which have been recorded or filed in the name
of MERS or its designee, if any, no mortgage assignment, assignment of the
assignment of leases or UCC filing statements in favor of the trustee will be
required to be prepared or delivered. Instead, the related mortgage loan seller
will be required to take all actions as are necessary to cause the trustee to be
shown as (and the trustee will be required to take all actions necessary to
confirm that it is shown as) the owner of the related mortgage loan on the
records of MERS for purposes of the system of recording transfers of beneficial
ownership of mortgages maintained by MERS and to provide reasonable evidence of
any such transfers to the master servicers and the special servicers.

      The mortgagee of record with respect to the Non-Trust Serviced Loan Group
will be the 2006-PWR14 Trustee.

REPRESENTATIONS AND WARRANTIES

      In each Mortgage Loan Purchase Agreement, the related mortgage loan seller
will represent and warrant with respect to each of its mortgage loans, subject
to certain specified exceptions set forth therein, as of the Closing Date or as
of such other date specifically provided in the representation and warranty,
among other things, generally to the effect that:

            (1)   the information presented in the schedule of the mortgage
                  loans attached to the related Mortgage Loan Purchase Agreement
                  is true and correct in all material respects;


                                     S-170


            (2)   such mortgage loan seller owns the mortgage loan free and
                  clear of any and all pledges, liens and/or other encumbrances;

            (3)   no scheduled payment of principal and interest under the
                  mortgage loan was 30 days or more past due as of the Cut-off
                  Date, and the mortgage loan has not been 30 days or more
                  delinquent in the 12-month period immediately preceding the
                  Cut-off Date;

            (4)   the related mortgage constitutes a valid and, subject to
                  certain creditors' rights exceptions, enforceable first
                  priority mortgage lien, subject to certain permitted
                  encumbrances, upon the related mortgaged property;

            (5)   the assignment of the related mortgage in favor of the trustee
                  constitutes a legal, valid and binding assignment;

            (6)   the related assignment of leases establishes and creates a
                  valid and, subject to certain creditor's rights exceptions,
                  enforceable first priority lien in or assignment of the
                  related borrower's interest in all leases of the mortgaged
                  property;

            (7)   the mortgage has not been satisfied, cancelled, rescinded or,
                  except for certain permitted encumbrances, subordinated in
                  whole or in part, and the related mortgaged property has not
                  been released from the lien of such mortgage, in whole or in
                  part in any manner that materially and adversely affects the
                  value thereof;

            (8)   the mortgaged property satisfies certain conditions, generally
                  as discussed under "Risk Factors--Property Inspections And
                  Engineering Reports May Not Reflect All Conditions That
                  Require Repair On The Property";

            (9)   the mortgage loan seller has received no notice of the
                  commencement of any proceeding for the condemnation of all or
                  any material portion of any mortgaged property;

            (10)  the related mortgaged property is covered by an American Land
                  Title Association (or a comparable form as adopted in the
                  applicable jurisdiction) lender's title insurance policy or
                  similar binding agreement of the title insurer that insures
                  that the related mortgage is a valid, first priority lien on
                  such mortgaged property, subject only to certain permitted
                  encumbrances;

            (11)  the proceeds of the mortgage loan have been fully disbursed
                  and there is no obligation for future advances with respect
                  thereto;

            (12)  the mortgaged property satisfies certain conditions with
                  respect to environmental matters, generally as discussed under
                  "Risk Factors--Environmental Risks Relating To Specific
                  Mortgaged Properties May Adversely Affect Payments On Your
                  Certificates";

            (13)  each mortgage note, mortgage and other agreement that
                  evidences or secures the mortgage loan is, subject to certain
                  creditors' rights exceptions, general principles of equity and
                  other exceptions of general application, the legal, valid and
                  binding obligation of the maker thereof, enforceable in
                  accordance with its terms, and there is no valid defense,
                  counterclaim or right of offset or rescission available to the
                  related borrower with respect to such mortgage note, mortgage
                  or other agreement;

            (14)  the related mortgaged property is required pursuant to the
                  related mortgage to be (or the holder of the mortgage can
                  require it to be) insured by casualty, business interruption
                  and liability insurance policies of a type specified in the
                  related Mortgage Loan Purchase Agreement;

            (15)  there are no delinquent or unpaid taxes, assessments or other
                  outstanding charges affecting the related mortgaged property
                  that are or may become a lien of priority equal to or higher
                  than the lien of the related Mortgage;


                                     S-171



            (16)  to the mortgage loan seller's knowledge, the related borrower
                  is not a debtor in any state or federal bankruptcy or
                  insolvency proceeding;

            (17)  no mortgage requires the holder thereof to release all or any
                  material portion of the related mortgaged property from the
                  lien thereof except upon payment in full of the mortgage loan,
                  a defeasance of the mortgage loan or, in certain cases, upon
                  (a) the satisfaction of certain legal and underwriting
                  requirements and/or (b) the payment of a release price and
                  prepayment consideration in connection therewith;

            (18)  to the mortgage loan seller's knowledge, there exists no
                  material default, breach, violation or event giving the lender
                  the right to accelerate and, to such mortgage loan seller's
                  knowledge, no event which, with the passage of time or the
                  giving of notice, or both, would constitute any of the
                  foregoing, under the related documents evidencing or securing
                  the mortgage loan in any such case to the extent the same
                  materially and adversely affects the value of the mortgage
                  loan and the related mortgaged property, other than those
                  defaults that are otherwise covered by any other
                  representation and warranty;

            (19)  the related mortgaged property consists of a fee simple estate
                  in real estate or, if the related mortgage encumbers the
                  interest of a borrower as a lessee under a ground lease of the
                  mortgaged property (a) such ground lease or a memorandum
                  thereof has been or will be duly recorded and (or the related
                  estoppel letter or lender protection agreement between the
                  mortgage loan seller and related lessor) does not prohibit the
                  interest of the lessee thereunder to be encumbered by the
                  related mortgage; (b) the lessee's interest in such ground
                  lease is not subject to any liens or encumbrances superior to,
                  or of equal priority with, the related mortgage, other than
                  the related fee interest and certain permitted encumbrances;
                  (c) the borrower's interest in such ground lease is assignable
                  to Morgan Stanley Capital I Inc. and its successors and
                  assigns upon notice to, but (except in the case where such
                  consent cannot be unreasonably withheld) without the consent
                  of, the lessor thereunder (or if it is required it will have
                  been obtained prior to the closing date); (d) such ground
                  lease is in full force and effect and the mortgage loan seller
                  has received no notice that an event of default has occurred
                  thereunder; (e) such ground lease, or an estoppel letter or
                  other agreement related thereto, requires the lessor under
                  such ground lease to give notice of any 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; (f) the holder of the mortgage is permitted a
                  reasonable opportunity (including, where necessary, sufficient
                  time to gain possession of the interest of the lessee under
                  such ground lease) to cure any default under such ground
                  lease, which is curable after the receipt of notice of any
                  such default, before the lessor thereunder may terminate such
                  ground lease; and (g) such ground lease has an original term
                  (including any extension options set forth therein) which
                  extends not less than 20 years beyond the stated maturity date
                  of the related mortgage loan;

            (20)  the related mortgage loan documents provide that (i) the
                  related borrower is required to pay all reasonable costs and
                  expenses of lender incurred in connection with the defeasance
                  of such mortgage loan, if applicable, and the release of the
                  related mortgaged property, (ii) the related borrower is
                  required to pay all reasonable costs and expenses of lender
                  incurred in connection with the approval of an assumption of
                  such mortgage loan and (iii) the related borrower is required
                  to pay the cost of any tax opinion required in connection with
                  the full or partial release or substitution of collateral for
                  the mortgage loan; and

            (21)  at origination, the mortgage loans complied with all
                  applicable federal, state and local statutes and regulations.

REPURCHASES AND OTHER REMEDIES

      If any mortgage loan document required to be delivered to the custodian 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


                                     S-172



mortgage loan seller will be obligated to cure such Material Document Defect or
Material Breach in all material respects within the applicable Permitted Cure
Period. Notwithstanding the foregoing, in the event that the loan documents do
not provide for the payments described under representation 20 of the preceding
paragraph relating to the payment of expenses associated with the related
defeasance or assumption of the related mortgage loan or the payment of the cost
of a tax opinion associated with the full or partial release or substitution of
collateral for the mortgage loan, the related mortgage loan seller's sole
obligation for a breach of such representation or warranty will be to pay an
amount sufficient to pay such expenses to the extent that such amount is due and
not paid by the borrower.

      If any such Material Document Defect or Material Breach cannot be
corrected or cured in all material respects within the applicable Permitted Cure
Period, the related mortgage loan seller will be obligated, not later than the
last day of such Permitted Cure Period, to:

      o     repurchase the affected mortgage loan from the trust at the Purchase
            Price; or

      o     at its option, if within the 2-year period commencing on the Closing
            Date, replace such mortgage loan with a Qualifying Substitute
            Mortgage Loan; and

      o     pay an amount generally equal to the excess of the applicable
            Purchase Price for the mortgage loan to be replaced (calculated as
            if it were to be repurchased instead of replaced), over the unpaid
            principal balance of the applicable Qualifying Substitute Mortgage
            Loan as of the date of substitution, after application of all
            payments due on or before such date, whether or not received.

      The related mortgage loan seller must cure any Material Document Defect or
Material Breach within the Permitted Cure Period; provided, however, that if
such Material Document Defect or Material Breach would cause the mortgage loan
to be other than a "qualified mortgage," as defined in the Code, then the
repurchase or substitution must occur within 90 days from the date the mortgage
loan seller was notified of the defect or breach.

      The foregoing obligations of any mortgage loan seller to cure a Material
Document Defect or a Material Breach in respect of any of its mortgage loans or
the obligation of any mortgage loan seller to repurchase or replace the
defective mortgage loan will constitute the sole remedies of the trustee and the
Certificateholders with respect to such Material Document Defect or Material
Breach; and none of us, the other mortgage loan sellers or any other person or
entity will be obligated to repurchase or replace the affected mortgage loan if
the related mortgage loan seller defaults on its obligation to do so. Each
mortgage loan seller is obligated to cure, repurchase or replace only mortgage
loans that are sold by it, and will have no obligations with respect to any
mortgage loan sold by any other mortgage loan seller.

      If (i) a mortgage loan is to be repurchased or replaced in connection with
a Material Document Defect or Material Breach as contemplated above (a
"Defective Mortgage Loan"), (ii) such Defective Mortgage Loan is
cross-collateralized and cross-defaulted with one or more other mortgage loans
in the trust ("Crossed Mortgage Loans") and (iii) the applicable document defect
or breach does not constitute a Material Document Defect or Material Breach, as
the case may be, as to such Crossed Mortgage Loans, then the applicable document
defect or breach (without regard to this paragraph) (as the case may be) shall
be deemed to constitute a Material Document Defect or Material Breach, as the
case may be, as to each such Crossed Mortgage Loan, and the applicable mortgage
loan seller shall be obligated to repurchase or replace each such Crossed
Mortgage Loan in accordance with the provisions of the applicable mortgage loan
purchase agreement, unless, in the case of such breach or document defect, (A)
the applicable mortgage loan seller provides a nondisqualification opinion to
the trustee (or the master servicer) for the benefit of the Certificateholders
at the expense of that mortgage loan seller and (B) both of the following
conditions would be satisfied if the mortgage loan seller were to repurchase or
replace only those mortgage loans as to which a Material Breach had occurred
without regard to this paragraph (the "Affected Loans"): (1) the debt service
coverage ratio for all such Crossed Mortgage Loans (excluding the Affected
Loans) for the four calendar quarters immediately preceding the repurchase or
replacement (determined in accordance with the applicable mortgage loan purchase
agreement) is equal to at least the greater of (x) the debt service coverage
ratio for all such mortgage loans (including the Affected Loans) set forth under
the heading "NCF DSCR" in Appendix II to this prospectus supplement and (y)
1.25x, and (2) the loan-to-value ratio for all such Crossed Mortgage Loans
(excluding the Affected Loans) is not greater than the lesser of (x) the current
loan-to-value ratio for all such mortgage loans (including the Affected Loans)
set forth under the heading "Cut-off Date LTV" in Appendix II to


                                     S-173



this prospectus supplement and (y) 75%. The determination of the applicable
master servicer as to whether either of the conditions set forth above has been
satisfied shall be conclusive and binding in the absence of manifest error. The
applicable master servicer will be entitled to cause, or direct the applicable
mortgage loan seller to cause, to be delivered to the master servicer an
appraisal of any or all of the related mortgaged properties for purposes of
determining whether the condition set forth in clause (2) above has been
satisfied, in each case at the expense of the applicable mortgage loan seller if
the scope and cost of such appraisal is approved by such mortgage loan seller
(such approval not to be unreasonably withheld).

CHANGES IN MORTGAGE POOL CHARACTERISTICS

      The description in this prospectus supplement of the Mortgage Pool and the
mortgaged properties is based upon the Mortgage Pool as expected to be
constituted at the time the Offered Certificates are issued. Prior to the
issuance of the Offered Certificates, a mortgage loan may be removed from the
Mortgage Pool if we deem such removal necessary or appropriate or if it is
prepaid. A limited number of other mortgage loans may be included in the
Mortgage Pool prior to the issuance of the Offered Certificates, unless
including such mortgage loans would materially alter the characteristics of the
Mortgage Pool as described in this prospectus supplement. The information
presented in this prospectus supplement is representative of the characteristics
of the Mortgage Pool as it will be constituted at the time the Offered
Certificates are issued, although the range of mortgage rates and maturities and
certain other characteristics of the mortgage loans in the Mortgage Pool may
vary.

                         SERVICING OF THE MORTGAGE LOANS

GENERAL

      Each master servicer and each special servicer, either directly or through
the Primary Servicers or sub-servicers, will be required to service and
administer the mortgage loans (other than the Non-Trust Serviced Pari Passu
Loan) (or Serviced Loan Groups, as applicable) for which it is master servicer
or special servicer in accordance with the Servicing Standard. With respect to a
Serviced Loan Group, the Pooling and Servicing Agreement will govern the
servicing of the entire Serviced Loan Group, including the related mortgage loan
and the Serviced Companion Loans.

      The 2006-PWR14 Pooling and Servicing Agreement and the related co-lender
agreement will exclusively govern the servicing and administration of the
Non-Trust Serviced Loan Group (and all decisions, consents, waivers, approvals
and other actions on the part of the holder of the Non-Trust Serviced Loan Group
will be effected in accordance with the 2006-PWR14 Pooling and Servicing
Agreement). Consequently, the servicing provisions set forth 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 the Non-Trust Serviced Pari Passu Loan, the servicing and
administration of which will instead be governed by the 2006-PWR14 Pooling and
Servicing Agreement. The servicing standard for the Non-Trust Serviced Loan
Group under the 2006-PWR14 Pooling and Servicing Agreement is substantially
similar to the Servicing Standard under the Pooling and Servicing Agreement.

      Each master servicer and each special servicer is required to adhere to
the Servicing Standard without regard to any conflict of interest that it may
have, any fees or other compensation to which it is entitled, any relationship
it may have with any borrower or any mortgage loan seller, and the different
payment priorities among the Classes of Certificates. Any master servicer, any
special servicer and any Primary Servicer may become the owner or pledgee of
Certificates with the same rights as each would have if it were not a master
servicer, a special servicer or a Primary Servicer, as the case may be.

      Any such interest of a master servicer, a special servicer or a Primary
Servicer in the Certificates will not be taken into account when evaluating
whether actions of such master servicer, special servicer or Primary Servicer
are consistent with their respective obligations in accordance with the
Servicing Standard, regardless of whether such actions may have the effect of
benefiting the Class or Classes of Certificates owned by such master servicer,
special servicer or Primary Servicer. In addition, a master servicer or a
special servicer may lend money on a secured or unsecured basis to, accept
deposits from, and otherwise generally engage in any kind of business or
dealings with,


                                     S-174



any borrower as though such master servicer or special servicer were not a party
to the transactions contemplated hereby.

      The related master servicer for (i) the PCFII mortgage loans, (ii) the
NatCity mortgage loans and (iii) the U-Haul Portfolio 1 mortgage loan, the
U-Haul Portfolio 2 mortgage loan and the U-Haul Portfolio 3 mortgage loan,
intends to enter into an agreement with each of the Primary Servicers acting as
primary servicer for its related mortgage loans, under which the Primary
Servicers will assume many of the servicing obligations of the master servicer
presented in this section with respect to the related mortgage loans. The
Primary Servicers are subject to the Servicing Standard. If an Event of Default
occurs in respect of such master servicer and such master servicer is
terminated, such termination will not in and of itself cause the termination of
any Primary Servicer. Notwithstanding the provisions of any primary servicing
agreement or the Pooling and Servicing Agreement, each master servicer shall
remain obligated and liable to the trustee, paying agent, the special servicers
and the Certificateholders for servicing and administering the mortgage loans in
accordance with the provisions of the Pooling and Servicing Agreement to the
same extent as if such master servicer was alone servicing and administering the
mortgage loans.

      Each of the master servicers, the Primary Servicers and the special
servicers are permitted to enter into sub-servicing agreements and any such
sub-servicer will receive a fee for the services specified in such sub-servicing
agreement. However, any sub-servicing agreement is subject to various conditions
set forth in the Pooling and Servicing Agreement including the requirement that
(with limited exceptions, which related to reporting under Regulation AB by a
sub-servicer engaged at the request of a mortgage loan seller) the master
servicers, the Primary Servicers or the special servicers, as the case may be,
will remain liable for their respective servicing obligations under the Pooling
and Servicing Agreement or the primary servicing agreement, as applicable. The
master servicers or the special servicers, as the case may be, will be required
to pay any servicing compensation due to any sub-servicer out of its own funds.

      The master servicer or special servicer may resign from the obligations
and duties imposed on it under the Pooling and Servicing Agreement, upon 30
days' notice to the trustee and the paying agent; provided that:

      o     a successor master servicer or special servicer is available and
            willing to assume the obligations of such master servicer or special
            servicer, and accepts appointment as successor master servicer or
            special servicer, on substantially the same terms and conditions,
            and for not more than equivalent compensation;

      o     the applicable master servicer or special servicer bears all costs
            associated with its resignation and the related transfer of
            servicing; and

      o     the Rating Agencies have confirmed in writing that such servicing
            transfer will not result in a withdrawal, downgrade or qualification
            of the then current ratings on the Certificates.

      Furthermore, any master servicer or special servicer may resign if it
determines that its duties are no longer permissible under applicable law or are
in material conflict by reason of applicable law with any other activities
carried on by it. A resignation of a master servicer will not affect the rights
and obligations of the Primary Servicers to continue to act as Primary
Servicers. If a master servicer ceases to serve as such and shall not have been
replaced by a qualified successor, the trustee or an agent of the trustee will
assume such master servicer's duties and obligations under the Pooling and
Servicing Agreement. If any special servicer shall cease to serve as such and a
qualified successor shall not have been engaged, the trustee or an agent of the
trustee will assume the duties and obligations of such special servicer. In the
event the trustee or any agent of the trustee assumes the duties and obligations
of the master servicer or special servicer under such circumstances, the trustee
will be permitted to resign as master servicer or special servicer
notwithstanding the first sentence of this paragraph if it has been replaced by
a qualified successor pursuant to the terms of the Pooling and Servicing
Agreement.

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

      Neither master servicer will have any responsibility for the performance
of the other master servicer's duties or either special servicer's duties under
the Pooling and Servicing Agreement, and neither special servicer will have
responsibility for the performance of either master servicer's or the other's
special servicer's duties under the Pooling and Servicing Agreement.


                                     S-175



      The master servicers (each with respect to the respective mortgage loans
for which it is the applicable master servicer) initially will be responsible
for the servicing and administration of the entire Mortgage Pool (other than the
Non-Trust Serviced Pari Passu Loan). However, the applicable special servicer
will be responsible for servicing and administering any Specially Serviced
Mortgage Loans.

      Upon the occurrence of any of the events set forth under the term
"Specially Serviced Mortgage Loan" in the "Glossary of Terms" to this prospectus
supplement, the applicable master servicer will be required to transfer its
principal servicing responsibilities with respect thereto to the applicable
special servicer for such mortgage loan in accordance with the procedures set
forth in the Pooling and Servicing Agreement. Notwithstanding such transfer, the
applicable master servicer will continue to receive any payments on such
mortgage loan, including amounts collected by the applicable 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 applicable special servicer for
such mortgage loan will be responsible for the operation and management thereof
and such loan will be considered a Specially Serviced Mortgage Loan. The special
servicing transfer events for the Non-Trust Serviced Pari Passu Loan under the
2006-PWR14 Pooling and Servicing Agreement are generally similar but not
identical to the events set forth under the term "Specially Serviced Mortgage
Loan" in the "Glossary of Terms" hereto.

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

      The master servicers and the special servicers will, in general, each be
required to pay all ordinary expenses incurred by them in connection with their
servicing activities, for their respective mortgage loans, under the Pooling and
Servicing Agreement and will not be entitled to reimbursement therefor except as
expressly provided in the Pooling and Servicing Agreement. See "Description of
the Offered Certificates--Advances--Servicing Advances" in this prospectus
supplement.

      The master servicers, the special servicers, the primary servicer and any
partner, member, manager, director, officer, employee or agent of any of them
will be entitled to indemnification from the trust out of collections on, and
other proceeds of, the mortgage loans (and, if and to the extent that the matter
relates to any Serviced Loan Group, out of collections on, and other proceeds
of, the related Serviced Companion Loans not included in the trust) against any
loss, liability, or expense incurred in connection with any legal action or
claim relating to the Pooling and Servicing Agreement, the mortgage loans or the
Certificates other than any loss, liability or expense incurred by reason of the
applicable master servicer's, the applicable special servicer's or the primary
servicer's respective willful misfeasance, bad faith or negligence in the
performance of their respective duties under the Pooling and Servicing
Agreement. In addition, under the Pooling and Servicing Agreement, the
2006-PWR14 Master Servicer and the 2006-PWR14 Special Servicer is entitled to
indemnification from the trust against the trust's pro rata share of any loss,
liability and expense incurred in connection with any legal action or claim
relating to the 2006-PWR14 Pooling and Servicing Agreement and the Non-Trust
Serviced Pari Passu Loan, other than any losses incurred by reason of the
2006-PWR14 Master Servicer's or the 2006-PWR14 Special Servicer's, as
applicable, willful misfeasance, bad faith or negligence in the performance of
their respective duties under the 2006-PWR14 Pooling and Servicing Agreement.

      With respect to the Non-Trust Serviced Pari Passu Loan, the 2006-PWR14
Pooling and Servicing Agreement and the related intercreditor agreement will
exclusively govern the servicing and administration of the Non-Trust Serviced
Loan Group (and all decisions, consents, waivers, approvals and other actions on
the part of the holder of the Non-Trust Serviced Loan Group will be effected in
accordance with the 2006-PWR14 Pooling and Servicing Agreement).

      Master Servicer Compensation

      Each master servicer will be entitled to a Master Servicing Fee equal to
the Master Servicing Fee Rate applied to the outstanding Scheduled Principal
Balance of the mortgage loans for which it is acting as master servicer,
including REO Properties. Each master servicer will be entitled to retain as
additional servicing compensation all investment income earned on amounts on
deposit in the Certificate Account maintained by it and interest on escrow


                                     S-176


accounts if permitted by the related loan documents and applicable law, and
other fees payable in connection with the servicing of the mortgage loans to the
extent provided in the Pooling and Servicing Agreement.

      The related Master Servicing Fee for each master servicer will be reduced,
on each Distribution Date by the amount, if any, of a Compensating Interest
Payment required to be made by such master servicer on such Distribution Date.
Any Net Aggregate Prepayment Interest Shortfall will be allocated as presented
under "Description of the Offered Certificates--Distributions--Prepayment
Interest Shortfalls and Prepayment Interest Excesses" in this prospectus
supplement. If Prepayment Interest Excesses for all mortgage loans serviced by a
master servicer (including Specially Serviced Mortgage Loans) exceed Prepayment
Interest Shortfalls for such mortgage loans as of any Distribution Date, such
excess amount will be payable to the master servicer as additional servicing
compensation.

      In addition, each master servicer will be entitled to 50% of all
assumption fees received in connection with any mortgage loans which are not
Specially Serviced Mortgage Loans (unless, in certain circumstances, special
servicer consent was not required in connection with the assumption, in which
event the master servicer will be entitled to 100% of the assumption fees with
respect thereto).

      In the event that either master servicer resigns or is no longer master
servicer for any reason, such master servicer will continue to have the right to
receive the Excess Servicing Fee with respect to the mortgage loans serviced by
such master servicer. Any successor servicer will receive the Master Servicing
Fee as compensation.

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

EVENTS OF DEFAULT

      If an Event of Default described under the third, fourth, eighth or ninth
bullet under the definition of "Event of Default" under the "Glossary of Terms"
has occurred, the obligations and responsibilities of such master servicer under
the Pooling and Servicing Agreement will terminate on the date which is 60 days
following the date on which the trustee or Morgan Stanley Capital I Inc. gives
written notice to such master servicer that it is terminated. If an event of
default described under the first, second, fifth, sixth or seventh bullet under
the definition of "Event of Default" under the "Glossary of Terms" has occurred,
the obligations and responsibilities of such master servicer under the Pooling
and Servicing Agreement will terminate, immediately upon the date which the
trustee or Morgan Stanley Capital I Inc. give written notice to such master
servicer that it is terminated. After any Event of Default (other than an Event
of Default described under the ninth bullet under the definition of "Event of
Default" under the "Glossary of Terms"), the trustee may elect to terminate such
master servicer by providing such notice, and shall provide such notice if
holders of Certificates representing more than 25% of the Certificate Balance of
all Certificates so direct the trustee. After an Event of Default described
under the ninth bullet under the definition of "Event of Default" under the
"Glossary of Terms," the trustee shall, at the written direction of the holders
of Certificates representing not less than 51% of the Certificate Balance of all
Certificates or at the direction of the holders of a majority of the Controlling
Class, terminate such master servicer.

      Upon such termination, all authority, power and rights of such master
servicer under the Pooling and Servicing Agreement, whether with respect to the
mortgage loans or otherwise, shall terminate except for any rights related to
indemnification, unpaid servicing compensation or unreimbursed Advances and
related interest or its portion of the Excess Servicing Fee; provided that in no
event shall the termination of a master servicer be effective until a successor
servicer shall have succeeded a master servicer as successor servicer, subject
to approval by the Rating Agencies, notified the applicable master servicer of
such designation, and such successor servicer shall have assumed the applicable
master servicer's obligations and responsibilities with respect to the mortgage
loans as set forth in the Pooling and Servicing Agreement. The trustee may not
succeed the master servicer as servicer until and unless it has satisfied the
provisions specified in the Pooling and Servicing Agreement. However, if a
master servicer is terminated as a result of an Event of Default described under
the fifth, sixth or seventh bullet under the definition of "Event of Default"
under the "Glossary of Terms," the trustee shall act as successor servicer
immediately and shall use commercially reasonable efforts to either satisfy the
conditions specified in the Pooling and Servicing Agreement or transfer the
duties of such master servicer to a successor servicer who has satisfied such
conditions.


                                     S-177


      Pursuant to the Pooling and Servicing Agreement, a successor master
servicer must (i) be a servicer as to which the Rating Agencies have confirmed
in writing that the servicing transfer to such successor will not result in a
withdrawal, downgrade or qualification of the then current ratings on the
Certificates and (ii) if it is a master servicer other than the Prudential
master servicer, assume the obligations under the primary servicing agreements
entered into by the applicable predecessor master servicer. If any master
servicer is terminated based upon an Event of Default related to a rating agency
downgrade or its failure to remain on an approved servicer list of any Rating
Agency, then such master servicer shall have the right to enter into a
sub-servicing agreement or primary servicing agreement with the applicable
successor master servicer with respect to all applicable mortgage loans that are
not then subject to a sub-servicing agreement or primary servicing agreement, so
long as such terminated master servicer is on the approved select list of
commercial mortgage loan servicers maintained by S&P and has a commercial loan
primary servicer rating of at least CPS3 (or the equivalent) from Fitch (or
obtains a confirmation from each Rating Agency as to which such terminated
master servicer does not satisfy the applicable rating level described above
that such primary or sub-servicing servicing arrangement will not result in a
withdrawal, downgrade or qualification of the then current ratings on the
Certificates) and the Operating Adviser has consented to such primary servicing
or sub-servicing arrangement.

      However, if either master servicer is terminated solely due to an Event of
Default described in the eighth or ninth bullet of the definition of Event of
Default, and prior to being replaced as described in the previous paragraph such
master servicer as a terminated master servicer provides the trustee with the
appropriate "request for proposal" material and the names of potential bidders,
the trustee will solicit good faith bids for such master servicer's rights to
master service mortgage loans in accordance with the Pooling and Servicing
Agreement (which rights will be subject to the continuation of the respective
Primary Servicers as Primary Servicers in the absence of a primary servicing
event of default by the respective Primary Servicer). The trustee will have
thirty days to sell those rights and obligations to a successor servicer that
meets the requirements of a master servicer under the Pooling and Servicing
Agreement; provided that the Rating Agencies have confirmed in writing that such
servicing transfer will not result in a withdrawal, downgrade or qualification
of the then current ratings on the Certificates. The termination of such master
servicer as a master servicer will be effective when such servicer has succeeded
the terminated master servicer, as successor master servicer and such successor
master servicer has assumed the terminated master servicer's master servicing
obligations and responsibilities under the Pooling and Servicing Agreement. If a
successor is not appointed within thirty days, such master servicer will be
replaced by the trustee.

      The Pooling and Servicing Agreement does not provide for any such
successor to receive any compensation in excess of that paid to the applicable
predecessor master servicer. Such predecessor master servicer is required to
cooperate with respect to the transfer of servicing and to pay for the expenses
of its termination and replacement if such termination is due to an Event of
Default or voluntary resignation.

      Special Servicer Compensation

      Each special servicer will be entitled to receive:

      o     a Special Servicing Fee;

      o     a Workout Fee; and

      o     a Liquidation Fee.

      The Special Servicing Fee will be payable monthly from general collections
on all the mortgage loans (or, to the extent solely related to a Serviced Loan
Group, from collections on such Serviced Loan Group) and, to the extent of the
trust's interest therein, any foreclosure properties, prior to any distribution
of such collections to Certificateholders or the holder of a related Serviced
Companion Loan, as applicable. The Workout Fee with respect to any Rehabilitated
Mortgage Loan will cease to be payable if such loan again becomes a Specially
Serviced Mortgage Loan or if the related mortgaged property becomes an REO
Property; otherwise such fee is paid until the maturity of such mortgage loan.
If any special servicer is terminated or resigns 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 or resignation, as
well as certain mortgage loans that became Rehabilitated Mortgage Loans within
three months following such termination or resignation, until such mortgage loan
becomes a Specially Serviced Mortgage Loan or


                                     S-178



if the related mortgaged property becomes an REO Property. The successor special
servicer will not be entitled to any portion of such Workout Fees.

      Each special servicer is also entitled to retain, in general, all
assumption fees, modification fees, default interest and extension fees
collected on Specially Serviced Mortgage Loans for which it is acting as special
servicer and 50% of such fees on non-Specially Serviced Mortgage Loans (unless
special servicer consent was not required in connection with the assumption),
certain borrower-paid fees, investment income earned on amounts on deposit in
any accounts maintained for REO Property collections, and other charges
specified in the Pooling and Servicing Agreement. The Special Servicing Fee, the
Liquidation Fee and the Workout Fee will be obligations of the trust and will
represent Expense Losses. The Special Servicer Compensation will be payable in
addition to the Master Servicing Fee payable to the master servicer. Each
special servicer will generally be entitled to approve assumptions with respect
to the mortgage loans.

      As described in this prospectus supplement under "--The Operating
Adviser," the Operating Adviser will have the right to receive notification of
certain actions of the applicable special servicer, subject to the limitations
described in this prospectus supplement. See also "Description of the Offered
Certificates--Distributions--Fees and Expenses" in this prospectus supplement.

      If the Non-Trust Serviced Pari Passu Loan becomes specially serviced under
the 2006-PWR14 Pooling and Servicing Agreement, the 2006-PWR14 Special Servicer
will be entitled to similar compensation pursuant to the 2006-PWR14 Pooling and
Servicing Agreement. If funds received in respect of the Non-Trust Serviced Loan
Group are insufficient to pay such compensation to the 2006-PWR14 Special
Servicer, a pro rata portion of such amounts will be withdrawn from general
collections in the Certificate Account. No special servicer is entitled to the
foregoing fees with respect to the Non-Trust Serviced Pari Passu Loan.

      Termination of Special Servicer

      The trustee may terminate a special servicer upon a Special Servicer Event
of Default. The termination of a special servicer will be effective when a
successor special servicer meeting the requirements of a special servicer under
the Pooling and Servicing Agreement has succeeded such special servicer as
successor special servicer and such successor special servicer has assumed the
applicable special servicer's obligations and responsibilities with respect to
the applicable mortgage loans, as set forth in an agreement substantially in the
form of the Pooling and Servicing Agreement. The Pooling and Servicing Agreement
does not provide for any such successor to receive any compensation in excess of
that paid to the predecessor special servicer. Such predecessor special servicer
is required to cooperate with respect to the transfer of servicing and to pay
for the expenses of its termination and replacement, if such termination is due
to a Special Servicer Event of Default or voluntary resignation.

      In addition to the termination of a special servicer upon a Special
Servicer Event of Default, upon the direction of the Operating Adviser, subject
to the satisfaction of certain conditions, the trustee will remove the
applicable special servicer from its duties as special servicer at any time upon
the appointment and acceptance of such appointment by a successor special
servicer appointed by the Operating Adviser; provided that, prior to the
effectiveness of any such appointment the trustee shall have received a letter
from each Rating Agency to the effect that such appointment would not result in
a downgrade, qualification or withdrawal in any rating then assigned to any
Class of Certificates. Subject to the same conditions, the Operating Adviser may
also appoint the successor special servicer if the applicable special servicer
is terminated in connection with an Event of Default.

THE OPERATING ADVISER

      An Operating Adviser appointed by the holders of a majority of the
Controlling Class will have the right (except with respect to the Non-Trust
Serviced Pari Passu Loan and the Hilton Washington DC mortgage loan) to receive
notification from the applicable special servicer in regard to certain actions.
With respect to each Mortgage Loan, the applicable special servicer will not be
permitted to take any of the following actions with respect to any Mortgage Loan
unless and until it has notified the Operating Adviser in writing and such
Operating Adviser has not objected in writing (i) within 5 Business Days of
having been notified thereof in respect of actions relating to non-Specially
Serviced Mortgage Loans (which 5 Business Day period shall run concurrently with
the time periods set forth in the Primary Servicing Agreement with respect to
such actions) and (ii) within 10 Business Days of having been notified thereof
in respect of actions relating to Specially Serviced Mortgage Loans and having
been provided


                                     S-179



with all reasonably requested information with respect thereto (it being
understood and agreed that if such written objection has not been received by
the applicable special servicer within such 5 Business Day or 10 Business Day
period, as applicable, then the Operating Adviser's approval will be deemed to
have been given) of, among other things:

      o     any modification, amendment or waiver, or consent to modification,
            amendment or waiver, of a Money Term of a mortgage loan other than
            an extension of the original maturity date for 2 years or less;

      o     any actual or proposed foreclosure or comparable conversion of the
            ownership of a mortgaged property;

      o     any proposed sale of a Specially Serviced Mortgage Loan, other than
            in connection with the termination of the trust as described in this
            prospectus supplement under "Description of the Offered
            Certificates--Optional Termination";

      o     any determination to bring an REO Property into compliance with
            applicable environmental laws;

      o     any acceptance of substitute or additional collateral for a mortgage
            loan (except with respect to a defeasance);

      o     any acceptance of a discounted payoff;

      o     any waiver or consent to waiver of a "due on sale" or "due on
            encumbrance" clause;

      o     any acceptance of an assumption agreement releasing a borrower from
            liability under a mortgage loan;

      o     any release of collateral for a Specially Serviced Mortgage Loan
            (other than in accordance with the terms of, or upon satisfaction
            of, such mortgage loan);

      o     any release of "earn-out" reserves on deposit in an escrow reserve
            account, other than where such release does not require the consent
            of the lender or required under applicable law; and

      o     any franchise changes or certain management company changes for
            which the applicable special servicer is required to consent.

      Other than with respect to a proposed sale of a Specially Serviced
Mortgage Loan, the Operating Adviser will also be entitled to advise the
applicable special servicer with respect to the foregoing actions.

      In addition, subject to the satisfaction of certain conditions, the
Operating Adviser will have the right to direct the trustee to remove the
applicable special servicer at any time, with or without cause, upon the
appointment and acceptance of such appointment by a successor special servicer
appointed by the Operating Adviser; provided that, prior to the effectiveness of
any such appointment the trustee shall have received a letter from each Rating
Agency to the effect that such appointment would not result in a downgrade or
withdrawal in any rating then assigned to any Class of Certificates. The
Operating Adviser will pay costs and expenses incurred in connection with the
removal and appointment of the applicable special servicer (unless such removal
is based on certain events or circumstances specified in the Pooling and
Servicing Agreement).

      At any time, the holders of a majority of the Controlling Class may direct
the paying agent in writing to hold an election for an Operating Adviser, which
election will be held commencing as soon as practicable thereafter.

      The Operating Adviser will be responsible for its own expenses.

      The Operating Adviser will not be entitled to exercise the rights set
forth above with respect to the Non-Trust Serviced Pari Passu Loan. Similar
rights will be exercised by the operating adviser or similar person appointed by
the related controlling class under the 2006-PWR14 Pooling and Servicing
Agreement. The Operating Adviser will have only the limited rights with respect
to the Non-Trust Serviced Pari Passu Loan under the 2006-PWR14 Pooling and
Servicing Agreement. The 2006-PWR14 Master Servicer and the 2006-PWR14 Special
Servicer, as applicable, generally will be required to consult with (but not
obtain the approval of) the holder of the Non-Trust Serviced Pari


                                     S-180


Passu Loan in connection with certain material servicing decisions involving the
Non-Trust Serviced Loan Group as set forth in the co-lender agreement.

      With respect to the Hilton Washington DC mortgage loan, the rights of the
Operating Adviser described in this section will be exercised by the holders of
the related subordinate notes until the consultation and approval rights of the
holders of the subordinate notes have shifted to the holder of the Hilton
Washington DC mortgage loan in accordance with the related Co-Lender Agreement.
See "Description of the Mortgage Pool--The Serviced Companion Loans--Hilton
Washington DC Mortgage Loan--Consultation and Approval Rights."

      Notwithstanding the foregoing, in the event that no Operating Adviser has
been appointed, or no Operating Adviser has been identified to the master
servicers or special servicers, as applicable, then the master servicer or
special servicer, as applicable, will have no duty to consult with, provide
notice to, or seek the advice of any such Operating Adviser.

MORTGAGE LOAN MODIFICATIONS

      Each master servicer will have the right to permit non-material, routine
modifications to the performing (non-specially serviced) mortgage loans it
services, pursuant to the terms of the Pooling and Servicing Agreement.

      Subject to any restrictions applicable to REMICs, the applicable special
servicer will be permitted to enter into a modification, waiver or amendment of
the terms of any Specially Serviced Mortgage Loan for which it is acting as
special servicer, including any modification, waiver or amendment to:

      o     reduce the amounts owing under any Specially Serviced Mortgage Loan
            by forgiving principal, accrued interest and/or any Prepayment
            Premium or Yield Maintenance Charge;

      o     reduce the amount of the Scheduled Payment on any Specially Serviced
            Mortgage Loan, including by way of a reduction in the related
            mortgage rate;

      o     forbear in the enforcement of any right granted under any mortgage
            note or mortgage relating to a Specially Serviced Mortgage Loan;

      o     extend the maturity date of any Specially Serviced Mortgage Loan;
            and/or

      o     accept a Principal Prepayment during any Lockout Period;

provided in each case that (1) the related borrower is in default with respect
to the Specially Serviced Mortgage Loan or, in the reasonable judgment of the
applicable special servicer, such default is reasonably foreseeable and (2) in
the reasonable judgment of the applicable special servicer, such modification,
waiver or amendment would increase the recovery to the Certificateholders (or,
with respect to any Serviced Loan Group, to the Certificateholders and the
holder of the related Serviced Companion Loan, as a collective whole) on a net
present value basis, as demonstrated in writing by the applicable special
servicer to the trustee and the paying agent.

      In no event, however, will the applicable special servicer be permitted
to:

      o     extend the maturity date of a Specially Serviced Mortgage Loan
            beyond a date that is 2 years prior to the Rated Final Distribution
            Date; or

      o     if the Specially Serviced Mortgage Loan is secured by a ground
            lease, extend the maturity date of such Specially Serviced Mortgage
            Loan unless the applicable special servicer gives due consideration
            to the remaining term of such ground lease.

      Additionally, the applicable special servicer will be permitted to modify
performing mortgage loans subject to such special servicer consulting with
counsel, and if such special servicer deems it necessary, the receipt of an
opinion from counsel stating that such modification will not result in the
violation of any REMIC provisions under the Code.


                                     S-181



      Modifications that forgive principal or interest (other than default
interest) of a mortgage loan will result in Realized Losses on such mortgage
loan and such Realized Losses will be allocated among the various Classes of
Certificates in the manner described under "Description of the Offered
Certificates--Distributions--Subordination; Allocation of Losses and Certain
Expenses" in this prospectus supplement.

      The modification of a mortgage loan may tend to reduce prepayments by
avoiding liquidations and therefore may extend the weighted average life of the
Certificates beyond that which might otherwise be the case. See "Yield,
Prepayment and Maturity Considerations" in this prospectus supplement.

      Modifications with respect to the Non-Trust Serviced Pari Passu Loan will
be made subject to and in accordance with the terms of the 2006-PWR14 Pooling
and Servicing Agreement.

SALE OF DEFAULTED MORTGAGE LOANS

      The Pooling and Servicing Agreement grants to each of (a) the holder of
Certificates representing the greatest percentage interest in the Controlling
Class and (b) the applicable special servicer, in that order, an option (the
"Option") to purchase from the trust any defaulted mortgage loan that is at
least 60 days delinquent as to any monthly debt service payment (or is
delinquent as to its Balloon Payment). The "Option Purchase Price" for a
defaulted mortgage loan will equal the fair value of such mortgage loan, as
determined by the applicable special servicer upon the request of any holder of
the Option. The applicable 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 applicable special servicer has received new information
that has a material effect on value (or otherwise if the time since the last
valuation exceeds 60 days). If the Option is exercised by either of the
applicable 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, in accordance with the Pooling and Servicing Agreement, that the Option
Purchase Price is a fair price. The reasonable, out of pocket expenses of the
applicable special servicer and the trustee incurred in connection with any such
determination of the fair value of a mortgage loan shall be payable and
reimbursed to the applicable special servicer and the trustee as an expense of
the trust.

      The Option is assignable to a third party by the holder thereof, and upon
such assignment such third party shall have all of the rights granted to the
original holder of such Option. The Option will automatically terminate, and
will not be exercisable, if the mortgage loan to which it relates is no longer
delinquent, because the defaulted mortgage loan has (i) become a Rehabilitated
Mortgage Loan, (ii) been subject to a work-out arrangement, (iii) been
foreclosed upon or otherwise resolved (including by a full or discounted
pay-off), (iv) been purchased by the related mortgage loan seller pursuant to
the Pooling and Servicing Agreement or (v) been purchased by the holder of a
related mezzanine loan pursuant to a purchase option set forth in the related
intercreditor agreement.

      Notwithstanding the foregoing, the Option will not apply to the Non-Trust
Serviced Pari Passu Loan. The 2006-PWR14 Pooling and Servicing Agreement
provides for a comparable fair value call option for the Non-Trust Serviced Pari
Passu Companion Loan, but anyone exercising the right to purchase the Non-Trust
Serviced Companion Loans under the 2006-PWR14 Pooling and Servicing Agreement is
not required to, and is not entitled to, purchase the Non-Trust Serviced Pari
Passu Loan from the trust.

FORECLOSURES

      The applicable special servicer may at any time, with respect to mortgage
loans for which it is acting as special servicer, with notification to the
Operating Adviser and in accordance with the Pooling and Servicing Agreement,
institute foreclosure proceedings, exercise any power of sale contained in any
mortgage, accept a deed in lieu of foreclosure or otherwise acquire title to a
mortgaged property by operation of law or otherwise, if such action is
consistent with the Servicing Standard and a default on the related mortgage
loan has occurred but subject, in all cases, to limitations concerning
environmental matters and, in specified situations, the receipt of an opinion of
counsel relating to REMIC requirements; provided, however, with respect to the
mortgaged properties of the Non-Trust Serviced Pari Passu Loan, all such actions
will be taken by the 2006-PWR14 Special Servicer in accordance with the
2006-PWR14 Pooling and Servicing Agreement.


                                     S-182


      If any mortgaged property (other than the mortgaged property of the
Non-Trust Serviced Pari Passu Loan) is acquired as described in the preceding
paragraph, the applicable special servicer is required to use reasonable efforts
to sell the REO Property as soon as practicable consistent with the requirement
to maximize proceeds for all Certificateholders (or, with respect to any
Serviced Loan Group, to the Certificateholders and the holder of the related
Serviced Companion Loans, as a collective whole, but taking into account the
subordinate nature of the Serviced Companion Loans that are subordinate notes,
if any) but in no event later than 3 years after the end of the year in which it
was acquired (as such period may be extended by an application to the Internal
Revenue Service or following receipt of an opinion of counsel that such
extension will not result in the failure of such mortgaged property to qualify
as "foreclosure property" under the REMIC provisions of the Code), or any
applicable extension period, unless the applicable special servicer has obtained
an extension from the Internal Revenue Service or has previously delivered to
the trustee an opinion of counsel to the effect that the holding of the REO
Property by the trust subsequent to 3 years after the end of the year in which
it was acquired, or to the expiration of such extension period, will not result
in the failure of such REO Property to qualify as "foreclosure property" under
the REMIC provisions of the Code. In addition, the applicable special servicer
is required to use its best efforts to sell any REO Property prior to the Rated
Final Distribution Date.

      If the trust acquires a mortgaged property (other than the mortgaged
property of the Non-Trust Serviced Pari Passu Loan) by foreclosure or
deed-in-lieu of foreclosure upon a default of a mortgage loan, the Pooling and
Servicing Agreement provides that the applicable 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, the RCE Loan REMIC and REMIC
I will not be taxable on income received with respect to its allocable share of
a mortgaged property to the extent that it constitutes "rents from real
property," within the meaning of Code Section 856(c)(3)(A) and Treasury
regulations thereunder. "Rents from real property" do not include the portion of
any rental based on the net income or gain of any tenant or sub-tenant. No
determination has been made whether rent on any of the mortgaged properties
meets this requirement. "Rents from real property" include charges for services
customarily furnished or rendered in connection with the rental of real
property, whether or not the charges are separately stated. Services furnished
to the tenants of a particular building will be considered as customary if, in
the geographic market in which the building is located, tenants in buildings
which are of similar class are customarily provided with the service. No
determination has been made whether the services furnished to the tenants of the
mortgaged properties are "customary" within the meaning of applicable
regulations. It is therefore possible that a portion of the rental income with
respect to a mortgaged property owned by a trust, would not constitute "rents
from real property," or that all of the rental income would not so qualify if
the non-customary services are not provided by an independent contractor or a
separate charge is not stated. In addition to the foregoing, any net income from
a trade or business operated or managed by an independent contractor on a
mortgaged property allocable to the RCE Loan REMIC or REMIC I, including but not
limited to a hotel business, will not constitute "rents from real property." Any
of the foregoing types of income may instead constitute "net income from
foreclosure property," which would be taxable to REMIC I at the highest marginal
federal corporate rate--currently 35%--and may also be subject to state or local
taxes. Any such taxes would be chargeable against the related income for
purposes of determining the Net REO Proceeds available for distribution to
holders of Certificates. Under the Pooling and Servicing Agreement, the
applicable special servicer, with respect to its mortgage loans, is required to
determine whether the earning of such income taxable to the RCE Loan REMIC or
REMIC I would result in a greater recovery to the Certificateholders on a net
after-tax basis than a different method of operation of such property.
Prospective investors are advised to consult their own tax advisors regarding
the possible imposition of REO Taxes in connection with the operation of
commercial REO Properties by REMICs.

SERVICING OF THE NON-TRUST SERVICED LOAN GROUP

      Mortgage Loan No. 103, The Tower (the "Non-Trust Serviced Pari Passu
Loan"), which has an outstanding principal balance as of the Cut-off Date of
$3,188,314, representing 0.2% of the Initial Pool Balance, is secured by the
same mortgaged property on a pari passu basis with a companion note (the
"Non-Trust Serviced Companion Loan") that has an outstanding principal balance
of $8,829,177. The Non-Trust Serviced Pari Passu Loan and the Non-Trust Serviced
Companion Loan are collectively referred to in this prospectus supplement as the
"Non-Trust Serviced Loan Group." The Non-Trust Serviced Pari Passu Loan is
included in the Trust. The Non-Trust Serviced Companion Loan is not included in
the Trust.


                                     S-183



      The Non-Trust Serviced Loan Group will be serviced pursuant to the
2006-PWR14 Pooling and Servicing Agreement. Prudential Asset Resources, Inc., as
the 2006-PWR14 Master Servicer will make servicing advances in respect of the
mortgaged properties securing the Non-Trust Serviced Pari Passu Loan and the
Non-Trust Serviced Companion Loan, and advances of principal and interest in
respect of the Non-Trust Serviced Companion Loan only. The 2006-PWR14 Master
Servicer will remit collections on the Non-Trust Serviced Pari Passu Loan to, or
on behalf of, the trust. The applicable master servicer (or the trustee, as
applicable) will make P&I Advances with respect to the Non-Trust Serviced Pari
Passu Loan pursuant to the Pooling and Servicing Agreement. Under the 2006-PWR14
Pooling and Servicing Agreement, the servicing and administration of the
Non-Trust Serviced Pari Passu Loan and the Non-Trust Serviced Companion Loan
will generally be conducted as if such loans were a single "mortgage loan" under
the provisions of the 2006-PWR14 Pooling and Servicing Agreement.

      The lenders of the Non-Trust Serviced Loan Group have entered into a
co-lender agreement that governs the respective rights and powers of the holders
of the Non-Trust Serviced Pari Passu Loan and the Non-Trust Serviced Companion
Loans (if advanced) and provides, in general, that:

      o     The Non-Trust Serviced Pari Passu Loan and the Non-Trust Serviced
            Companion Loan are of equal priority with each other and no portion
            of any of them will have priority or preference over any of the
            others.

      o     All payments, proceeds and other recoveries on or in respect of the
            Non-Trust Serviced Pari Passu Loan and the Non-Trust Serviced
            Companion Loan will be applied to the Non-Trust Serviced Pari Passu
            Loan and the Non-Trust Serviced Companion Loans on a pari passu
            basis according to their respective outstanding principal balances
            (subject, in each case, to the payment and reimbursement rights of
            the 2006-PWR14 Master Servicer, the 2006-PWR14 Special Servicer, the
            2006-PWR14 Trustee with respect to the Non-Trust Serviced Loan Group
            (in the case of the Non-Trust Serviced Pari Passu Loan, to the
            extent allocated thereto) and the applicable master servicer and the
            trustee in accordance with the terms of the Pooling and Servicing
            Agreement).

      o     The holder (or servicer) of the Non-Trust Serviced Pari Passu Loan
            is entitled to consult (but not to approve) with the 2006-PWR14
            Special Servicer in connection with certain material servicing
            decisions. If the 2006-PWR14 Master Servicer or the 2006-PWR14
            Special Servicer, as applicable, determines in accordance with the
            servicing standard under the 2006-PWR14 Pooling and Servicing
            Agreement that immediate action is necessary to protect the
            interests of the holders of the Non-Trust Serviced Pari Passu Loan
            and the Non-Trust Serviced Companion Loan (as a collective whole),
            the 2006-PWR14 Master Servicer or the 2006-PWR14 Special Servicer,
            as applicable, may take such action without waiting for the response
            of the holder of the Non-Trust Serviced Pari Passu Loan.

      Sale of Defaulted Mortgage Loan. Under the 2006-PWR14 Pooling and
Servicing Agreement, in the event that the Non-Trust Serviced Companion Loan is
subject to a fair value purchase option, the option holder under the 2006-PWR14
Pooling and Servicing Agreement is not required to, and is not entitled to,
purchase the Non-Trust Serviced Pari Passu Loan from the trust.

                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

      The following discussion, when read in conjunction with the discussion of
"Federal Income Tax Consequences" in the prospectus, describes the material
federal income tax considerations for investors in the Offered Certificates.
However, these two discussions do not purport to deal with all federal tax
consequences applicable to all categories of investors, some of which may be
subject to special rules, and do not address state and local tax considerations.
Prospective purchasers should consult their own tax advisors in determining the
federal, state, local and any other tax consequences to them of the purchase,
ownership and disposition of the Offered Certificates.

GENERAL

      For United States federal income tax purposes, four separate REMIC
elections will be made with respect to designated portions of the trust (REMIC
I, REMIC II, REMIC III and the RCE Loan REMIC), other than that portion of the
trust consisting of the rights to Excess Interest and the Excess Interest
Sub-account (the "Excess Interest Grantor Trust"). See "Federal Income Tax
Consequences--REMICs--Tiered REMIC Structures" in the


                                     S-184


prospectus. Upon the issuance of the Offered Certificates, Cadwalader,
Wickersham & Taft LLP, counsel to Morgan Stanley Capital I Inc., will deliver
its opinion generally to the effect that, assuming:

      o     the making of proper elections;

      o     the accuracy of all representations made with respect to the
            mortgage loans;

      o     ongoing compliance with all provisions of the Pooling and Servicing
            Agreement and other related documents and no amendments thereof;

      o     the 2006-PWR14 Pooling and Servicing Agreement related to the
            Non-Trust Serviced Pari Passu Loan is administered in accordance
            with its terms and the REMICs formed thereunder continue to qualify
            as REMICs; and

      o     compliance with any changes in applicable provisions of the Code, as
            it may be amended from time to time, and applicable Treasury
            Regulations adopted thereunder;

for federal income tax purposes, (1) each of REMIC I, REMIC II, REMIC III and
the RCE Loan REMIC will qualify as a REMIC under the Code; (2) the Residual
Certificates will represent three separate Classes of REMIC residual interests
evidencing the sole Class of "residual interests" in REMIC I and the RCE Loan
REMIC in the case of the Class R-I Certificates, the sole Class of "residual
interests" in REMIC II, in the case of the Class R-II Certificates and the sole
Class of "residual interests" in REMIC III, in the case of the Class R-III
Certificates; (3) the REMIC Regular Certificates will evidence the "regular
interests" in, and will be treated as debt instruments of, REMIC III; (4) the
Excess Interest Grantor Trust will be treated as a grantor trust for federal
income tax purposes; and (5) the Class EI Certificates will represent beneficial
ownership of the assets of the Excess Interest Grantor Trust.

      See "Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC
Regular Certificates" in the prospectus for a discussion of the principal
federal income tax consequences of the purchase, ownership and disposition of
the Offered Certificates.

      Except as provided below, the Offered Certificates will be "real estate
assets" within the meaning of Section 856(c)(4)(A) and 856(c)(5)(B) of the Code
for a real estate investment trust in the same proportion that the assets in the
related REMIC would be so treated. In addition, interest, including OID, if any,
on the Offered Certificates will be interest described in Section 856(c)(3)(B)
of the Code to the extent that such Certificates are treated as "real estate
assets" under Section 856(c)(5)(B) of the Code. However, if 95% or more of the
related REMIC's assets are real estate 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 which the related REMIC's assets consist of
loans secured by an interest in real property which is residential real property
(initially 13.6% of the Initial Pool Balance) or other property described in
Section 7701(a)(19)(C) of the Code. However, if 95% or more of the related
REMIC's assets are assets described in 7701(a)(19)(C), then the entire Offered
Certificates will be treated as qualified property under 7701(a)(19)(C).

      A mortgage loan that has been defeased with United States Treasury
obligations will not qualify for the foregoing treatments under Sections
856(c)(4)(A), 856(c)(5)(B), 856(c)(3)(B) and 7701(a)(19)(C) of the Code.


                                     S-185



ORIGINAL ISSUE DISCOUNT AND PREMIUM

      It is anticipated that the Class A-1 and Class A-2 Certificates will be
issued at a premium and that the other Classes of Offered Certificates will be
issued with a de minimis amount of original issue discount for federal income
tax purposes.

      Final regulations on the amortization of bond premium (a) do not apply to
regular interests in a REMIC, such as regular interests represented by the
Offered Certificates, and (b) state that they are intended to create no
inference concerning the amortization of premium of such instruments. Holders of
each such Class of Certificates should consult their tax advisors regarding the
possibility of making an election to amortize such premium. See "Federal Income
Tax Consequences--REMICs--Taxation of Owners of REMIC Regular
Certificates--Premium" in the prospectus.

      The IRS has issued OID Regulations under Sections 1271 to 1275 of the Code
generally addressing the treatment of debt instruments issued with OID.
Purchasers of the Offered Certificates should be aware that the OID Regulations
and Section 1272(a)(6) of the Code do not adequately address all of the issues
relevant to accrual of OID on prepayable securities such as the Offered
Certificates. The OID Regulations in some circumstances permit the holder of a
debt instrument to recognize OID under a method that differs from that of the
issuer. Accordingly, it is possible that holders of Offered Certificates, if
any, issued with OID may be able to select a method for recognizing any OID that
differs from that used by the paying agent in preparing reports to holders of
the Offered Certificates and the IRS. Prospective purchasers of those Offered
Certificates issued with OID are advised to consult their tax advisors
concerning the treatment of any OID with respect to such Offered Certificates.

      To the extent that any offered certificate is purchased in this offering
or in the secondary market at not more than a de minimis discount, as defined in
the prospectus, a holder who receives a payment that is included in the stated
redemption price at maturity, generally the principal amount of such
certificate, will recognize gain equal to the excess, if any, of the amount of
the payment over an allocable portion of the holder's adjusted basis in the
offered certificate. Such allocable portion of the holder's adjusted basis will
be based upon the proportion that such payment of stated redemption price bears
to the total remaining stated redemption price at maturity, immediately before
such payment is made, of such certificate. See "Federal Income Tax
Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates--Original
Issue Discount and Premium" and "--Sale, Exchange or Redemption" in the
prospectus.

      See "Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC
Regular Certificates--Original Issue Discount and Premium" in the prospectus.

      The prepayment assumption that will be used in determining the rate of
accrual of OID, if any, market discount and amortizable bond premium for federal
income tax purposes will be a 0% CPR, as described in the prospectus, applied to
each mortgage loan, other than an ARD Loan, until its maturity. In addition, for
purposes of calculating OID, each of the ARD Loans is assumed to prepay in full
on such mortgage loan's Anticipated Repayment Date. For a description of CPR,
see "Yield, Prepayment and Maturity Considerations" in this prospectus
supplement. However, we make no representation that the mortgage loans will not
prepay during any such period or that they will prepay at any particular rate
before or during any such period.

      Prepayment Premiums or Yield Maintenance Charges actually collected on the
mortgage loans will be distributed to the holders of each Class of Certificates
entitled thereto as described under "Description of the Offered
Certificates--Distributions--Distributions of Prepayment Premiums and Yield
Maintenance Charges" in this prospectus supplement. It is not entirely clear
under the Code when the amount of a Prepayment Premium or Yield Maintenance
Charge should be taxed to the holders of a Class of Certificates entitled to a
Prepayment Premium or Yield Maintenance Charge. For federal income tax
information reporting purposes, Prepayment Premiums or Yield Maintenance Charges
will be treated as income to the holders of a Class of Certificates entitled to
Prepayment Premiums or Yield Maintenance Charges only after a master servicer's
actual receipt of a Prepayment Premium or a Yield Maintenance Charge to which
the holders of such Class of Certificates is entitled under the terms of the
Pooling and Servicing Agreement, rather than including projected Prepayment
Premiums or Yield Maintenance Charges in the determination of a
Certificateholder's projected constant yield to maturity. However, the timing
and characterization of such income as ordinary income or capital gain is not
entirely clear and the Certificateholders should consult their tax advisors
concerning the treatment of Prepayment Premiums or Yield Maintenance Charges.


                                     S-186


ADDITIONAL CONSIDERATIONS

      The applicable 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 and the RCE Loan 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 Tax Considerations" in the prospectus.

                   CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS

      The following discussion summarizes certain legal aspects of mortgage
loans secured by real property in Connecticut, Texas and District of Columbia
(representing approximately 12.3%, 10.6% and 10.5%, respectively, of the Initial
Pool Balance) which is general in nature. This summary does not purport to be
complete and is qualified in its entirety by reference to the applicable federal
and state laws governing the mortgage loans.

      Various states have imposed statutory prohibitions or limitations that
limit the remedies of a mortgagee under a mortgage or a beneficiary under a deed
of trust. The mortgage loans are limited recourse loans and are, therefore,
generally not recourse to the borrowers but limited to the mortgaged property.
Even though recourse is available pursuant to the terms of the mortgage loan,
certain states have adopted statutes which impose prohibitions against or
limitations on such recourse. The limitations described below and similar or
other restrictions in other jurisdictions where mortgaged properties are located
may restrict the ability of either master servicer or either special servicer,
as applicable, to realize on the mortgage loan and may adversely affect the
amount and timing of receipts on the mortgage loan.

CONNECTICUT

      Foreclosure of a mortgage is accomplished by judicial action. The action
is initiated by the service of legal pleadings upon all parties having interests
in the real property. Delays in completion of the foreclosure may occasionally
result from difficulties in locating necessary parties. When the mortgagee's
right to foreclose is contested, the legal proceedings necessary to resolve the
issue can be time-consuming. At the completion of the judicial foreclosure
proceedings, if the mortgagee prevails, the court issues a judgment of
foreclosure. In Connecticut, there are two forms of foreclosure, strict
foreclosure and foreclosure by sale. In a strict foreclosure, the borrower and
the holder of any junior encumbrance on the property may redeem the property
that is being foreclosed (subject to existing senior liens and encumbrances), by
paying the entire outstanding principal balance of the debt, plus interest, fees
and costs, on the "law day," one of which is established by the court for the
mortgagor and for the holder of each junior encumbrance. If no such party
redeems on its law day, title to the property becomes absolute in the
foreclosing party following the last law day. In a foreclosure by sale, a right
of redemption may be exercised up until the time a sale is judicially confirmed.
If a foreclosure by sale is ordered, the purchaser at such sale will acquire the
estate or interest in real property covered by the mortgage. If the mortgage
covered the tenant's interest in a lease and leasehold estate, the purchaser at
the foreclosure sale will acquire such tenant's interest subject to the tenant's
obligations under the lease to pay rent and perform other covenants contained
therein.

      Connecticut has imposed statutory prohibitions or limitations on the
remedies of a mortgagee under a mortgage. For example, the appointment of a
receiver requires a showing of waste, and if a plaintiff moves for foreclosure
by sale and the ensuing sale proceeds are insufficient to pay the entire
outstanding principal balance of the debt, plus interest, fees and costs, the
plaintiff's deficiency may be reduced by up to one-half. The mortgage loans are
generally non-recourse loans as to which, in the event of default by a borrower,
recourse may be had only against the specific property pledged to secure the
mortgage loans and not against the borrower's other assets. The limitations
described below may restrict the ability of the mortgagee, to realize on the
mortgage loan and may adversely affect the amount and timing if receipts on the
mortgage loan.


                                     S-187



      Under Connecticut law, a foreclosure may proceed only judicially. Upon
default of a mortgage, a mortgagee is generally presented with the choice of
either proceeding in equity to foreclosure upon the mortgaged property or to
proceed at law and sue on the note. Connecticut law does not require that the
mortgagee must bring a foreclosure action before being entitled to sue on the
note. However, once having begun a foreclosure action or an action to sue on the
note or guaranty, a mortgagee is not permitted to pursue both matters to
judgment and the court may exercise its discretion to stay one of the
proceedings. Connecticut does not restrict a mortgagee from seeking a deficiency
judgment, except in the instance where the foreclosing mortgagee has moved for a
foreclosure by sale and the foreclosure sale proceeds are insufficient, as
described above. In order to obtain a deficiency judgment, a series of
procedural and substantive requirements must be satisfied. However, the
availability of a deficiency judgment is limited in the case of the mortgage
loans because of the limited nature of its recourse liabilities. In Connecticut,
liens for unpaid real estate taxes and certain assessments take priority over
the lien of a previously recorded mortgage. While Connecticut foreclosure
proceedings are intended to proceed quickly on the court docket, defenses,
appeals and claims to jury trials can impede the speed at which judicial
foreclosure matters are brought to conclusion.

TEXAS

      Mortgage loans in Texas are generally secured by deeds of trust on the
related real estate. Foreclosure of a deed of trust in Texas may be accomplished
by a non-judicial trustee's sale under a specific provision in the deed of trust
or by judicial foreclosure. Any such action must be brought within 4 years after
the accrual of the cause of action. With respect to a judicial foreclosure,
notwithstanding anything in the deed of trust to the contrary, the mortgagee
must give the borrower written notice delivered by certified mail that it is in
default and provide 20 days for the borrower to cure such default before any
judicial foreclosure is permitted. With respect to a trustee's sale, the lender
must give the borrower written notice delivered by certified mail that it is in
default and provide 21 days for the borrower to cure such default before any
judicial foreclosure is permitted. Public notice of a trustee's sale is
continued for at least 21 days in statutory form after which the mortgaged real
estate may be sold by the trustee. Any trustee sale must be made pursuant to the
terms of the deed of trust at a public venue at the county courthouse of the
county in which any portion of the real estate is located, between the hours of
10 A.M. and 4 P.M. on the first Tuesday of the month after the month in which
the statutory notice period has been satisfied in an area designated by the
commissioners' court. Under Texas law, the borrower does not have the right to
redeem the real estate after a judicial foreclosure or trustee's sale. Under
Texas law, if the sale price at a judicial foreclosure or trustee's sale is less
than the fair market value of the real estate, any obligor (including any
guarantor) may be required to offset the deficiency between the fair market
value and the sale price.

DISTRICT OF COLUMBIA

      Commercial mortgage loans in the District of Columbia are generally
secured by deeds of trust on the related real estate. Foreclosure of a deed of
trust in the District of Columbia may be accomplished by a non-judicial
trustee's sale under a specific "power of sale" provision in the deed of trust
or by judicial foreclosure. After appropriate notices to the borrower and owner
of the property are provided as specified in the loan documents, a so-called
statutory notice of foreclosure is filed with the D.C. Recorder of Deeds and
mailed, by certified mail and regular mail, to all owners and lienholders of
record. Conduct of the foreclosure cannot occur sooner than thirty days after
recording this notice. By common practice, the foreclosure sale is advertised
five times in a newspaper in general circulation in the District of Columbia
every other day except weekends and holidays. By judicial decision, a
foreclosing trustee under a deed of trust who is related to the noteholder may
have the burden of showing that the foreclosure procedures followed were fair.
An independent trustee for foreclosure purposes would not have that burden. The
foreclosure auction is commonly conducted by a professional auctioneer, with the
trustee in attendance. There is no right of redemption after the foreclosure
sale. There is not statutory audit procedure after the foreclosure. On recourse
loans, a deficiency judgment may be sought after a foreclosure. The D.C. Code
affords lien priority to certain taxes and water/sewer charges over
earlier-recorded deeds of trust. Under D.C. law, in order to enforce an
assignment of rents, a mortgagee is required to (i) take actual possession of
the mortgaged property, (ii) take constructive possession of the mortgaged
property by obtaining court authorization to collect rents from tenants or (iii)
move for the appointment of, and obtain an affirmative ruling appointing, a
receiver for the mortgaged property.


                                     S-188



                          CERTAIN ERISA CONSIDERATIONS

      ERISA and the Code impose restrictions on Plans that are subject to ERISA
and/or Section 4975 of the Code and on persons that are Parties in Interest with
respect to such Plans. ERISA also imposes duties on persons who are fiduciaries
of Plans subject to ERISA and prohibits certain transactions between a Plan and
Parties in Interest with respect to such Plan. Under ERISA, any person who
exercises any authority or control respecting the management or disposition of
the assets of a Plan, and any person who provides investment advice with respect
to such assets for a fee, is a fiduciary of such Plan. Governmental plans (as
defined in Section 3(32) of ERISA) are not subject to the restrictions of ERISA
and the Code. However, such Plans may be subject to similar provisions of
applicable federal, state or local law.

PLAN ASSETS

      The U.S. Department of Labor ("DOL") has issued a final regulation (29
C.F.R. Section 2510.3-101) concerning the definition of what constitutes the
assets of a Plan. The DOL Regulation provides that, as a general rule, the
underlying assets and properties of corporations, partnerships, trusts and
certain other entities in which a Plan subject to ERISA or Section 4975 of the
Code makes an "equity" investment will be deemed for certain purposes, including
the prohibited transaction provisions of ERISA and Section 4975 of the Code, to
be assets of the investing Plan unless certain exceptions apply. Under the terms
of the regulation, if the assets of the trust were deemed to constitute Plan
assets by reason of a Plan's investment in Certificates, such Plan assets would
include an undivided interest in the mortgage loans and any other assets of the
trust. If the mortgage loans or other trust assets constitute Plan assets, then
any party exercising management or discretionary control regarding those assets
may be deemed to be a "fiduciary" with respect to those assets, and thus subject
to the fiduciary requirements and prohibited transaction provisions of ERISA and
Section 4975 of the Code with respect to the mortgage loans and other trust
assets.

      Affiliates of Morgan Stanley Capital I Inc., the Underwriters, the master
servicers, the special servicers and certain of their respective affiliates
might be considered or might become fiduciaries or other Parties in Interest
with respect to investing Plans. Moreover, the trustee, the paying agent, the
master servicers, the special servicers, the Operating Adviser, any insurer,
primary insurer or any other issuer of a credit support instrument relating to
the primary assets in the trust or certain of their respective affiliates might
be considered fiduciaries or other Parties in Interest with respect to investing
Plans. In the absence of an applicable exemption, "prohibited
transactions"--within the meaning of ERISA and Section 4975 of the Code--could
arise if Certificates were acquired by, or with "plan assets" of, a Plan with
respect to which any such person is a Party in Interest.

      In addition, an insurance company proposing to acquire or hold the Offered
Certificates with assets of its general account should consider the extent to
which such acquisition or holding would be subject to the requirements of ERISA
and Section 4975 of the Code under John Hancock Mutual Life Insurance Co. v.
Harris Trust and Savings Bank, 510 U.S. 86 (1993), and Section 401(c) of ERISA,
as added by the Small Business Job Protection Act of 1996, Public Law No.
104-188, and subsequent DOL and judicial guidance. See "--Insurance Company
General Accounts" below.

SPECIAL EXEMPTION APPLICABLE TO THE OFFERED CERTIFICATES

      With respect to the acquisition and holding of the Offered Certificates,
the DOL has granted to Morgan Stanley & Co. Incorporated an individual
prohibited transaction exemption (Prohibited Transaction Exemption 90-24, as
amended), which generally exempts from certain of the prohibited transaction
rules of ERISA and Section 4975 of the Code transactions relating to:

      o     the initial purchase, the holding, and the subsequent resale by
            Plans of Certificates evidencing interests in pass-through trusts;
            and

      o     transactions in connection with the servicing, management and
            operation of such trusts; provided that the assets of such trusts
            consist of certain secured receivables, loans and other obligations
            that meet the conditions and requirements of the Exemption.


                                     S-189


The assets covered by the Exemption include mortgage loans such as the mortgage
loans and fractional undivided interests in such loans.

      The Exemption as applicable to the Offered Certificates (and as modified
by Prohibited Transaction Exemption 2007-05) sets forth the following five
general conditions which must be satisfied for exemptive relief:

      o     the acquisition of the Certificates by a Plan must be on terms,
            including the price for the Certificates, that are at least as
            favorable to the Plan as they would be in an arm's-length
            transaction with an unrelated party;

      o     the Certificates acquired by the Plan must have received a rating at
            the time of such acquisition that is in one of the four highest
            generic rating categories from Fitch, Moody's, S&P, DBRS Limited or
            DBRS, Inc.;

      o     the trustee cannot be an affiliate of any member of the Restricted
            Group other than an Underwriter; the "Restricted Group" consists of
            the Underwriters, Morgan Stanley Capital I Inc., each master
            servicer, each special servicer, each Primary Servicer, any person
            responsible for servicing a Non-Trust Serviced Loan Group and any
            borrower with respect to mortgage loans constituting more than 5% of
            the aggregate unamortized principal balance of the mortgage loans as
            of the date of initial issuance of such Classes of Certificates;

      o     the sum of all payments made to the Underwriters in connection with
            the distribution of the Certificates must represent not more than
            reasonable compensation for underwriting the Certificates; the sum
            of all payments made to and retained by Morgan Stanley Capital I
            Inc. in consideration of the assignment of the mortgage loans to the
            trust must represent not more than the fair market value of such
            mortgage loans; the sum of all payments made to and retained by a
            master servicer, a 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.

      Before purchasing any such Class of Certificates, a fiduciary of a Plan
should confirm (a) that such Certificates constitute "securities" for purposes
of the Exemption and (b) that the specific and general conditions of the
Exemption and the other requirements set forth in the Exemption would be
satisfied. Morgan Stanley Capital I Inc. expects that, as of the Closing Date,
the second general condition set forth above will be satisfied with respect to
each of such Classes of Certificates. A fiduciary of a Plan contemplating
purchasing any such Class of Certificates 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.
In addition, the Plan fiduciary should consider the availability of other
prohibited transaction exemptions.

      Moreover, the Exemption provides relief from certain self-dealing/conflict
of interest prohibited transactions, but only if, among other requirements:

      o     the investing Plan fiduciary or its affiliates is an obligor with
            respect to 5% or less of the fair market value of the obligations
            contained in the trust;

      o     the Plan's investment in each Class of Certificates does not exceed
            25% of all of the Certificates outstanding of that Class at the time
            of the acquisition; and

      o     immediately after the acquisition, no more than 25% of the assets of
            the Plan are invested in Certificates representing an interest in
            one or more trusts containing assets sold or serviced by the same
            entity.

      We believe that the Exemption will apply to the acquisition and holding of
the Offered Certificates by Plans or persons acting on behalf of or with "plan
assets" of Plans, and that all of the above conditions of the Exemption, other
than those within the control of the investing Plans or Plan investors, have
been met. Upon request, the Underwriters will deliver to any fiduciary or other
person considering investing "plan assets" of any Plan in the 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.


                                     S-190


INSURANCE COMPANY GENERAL ACCOUNTS

      Based on the reasoning of the United States Supreme Court in John Hancock
Mutual Life Ins. Co. v. Harris Trust and Savings Bank, an insurance company's
general account may be deemed to include assets of the Plans investing in the
general account (e.g., through the purchase of an annuity contract), and the
insurance company might be treated as a Party in Interest with respect to a Plan
by virtue of such investment. Any investor that is an insurance company using
the assets of an insurance company general account should note that the Small
Business Job Protection Act of 1996 added Section 401(c) of ERISA relating to
the status of the assets of insurance company general accounts under ERISA and
Section 4975 of the Code. Pursuant to Section 401(c), the Department of Labor
issued final regulations effective January 5, 2000 with respect to insurance
policies issued on or before December 31, 1998 that are supported by an
insurer's general account. As a result of these regulations, assets of an
insurance company general account will not be treated as "plan assets" for
purposes of the fiduciary responsibility provisions of ERISA and Section 4975 of
the Code to the extent such assets relate to contracts issued to employee
benefit plans on or before December 31, 1998 and the insurer satisfied various
conditions.

      Any assets of an insurance company general account which support insurance
policies or annuity contracts issued to Plans after December 31, 1998, or on or
before that date for which the insurer does not comply with the 401(c)
Regulations, may be treated as "plan assets" of such Plans. Because Section
401(c) does not relate to insurance company separate accounts, separate account
assets continue to be treated as "plan assets" of any Plan that is invested in
such separate account. Insurance companies contemplating the investment of
general account assets in the Subordinate Certificates should consult with their
legal counsel with respect to the applicability of Section 401(c).

      Accordingly, any insurance company that acquires or holds any offered
certificate shall be deemed to have represented and warranted to Morgan Stanley
Capital I Inc., the trustee, the paying agent and each master servicer that (1)
such acquisition and holding is permissible under applicable law, including the
Exemption, will not constitute or result in a non-exempt prohibited transaction
under ERISA or Section 4975 of the Code, and will not subject Morgan Stanley
Capital I Inc., the trustee, the paying agent, either master servicer, either
special servicer or the certificate registrar to any obligation in addition to
those undertaken in the Pooling and Servicing Agreement or (2) the source of
funds used to acquire and hold such Certificates is an "insurance company
general account," as defined in DOL Prohibited Transaction Class Exemption
95-60, and the applicable conditions set forth in PTCE 95-60 have been
satisfied.

GENERAL INVESTMENT CONSIDERATIONS

      Prospective Plan investors should consult with their legal counsel
concerning the impact of ERISA, Section 4975 of the Code or any corresponding
provisions of applicable federal, state or local law, the applicability of the
Exemption, or other exemptive relief, and the potential consequences to their
specific circumstances, prior to making an investment in the Certificates.
Moreover, each Plan fiduciary should determine whether, under the general
fiduciary standards of ERISA regarding prudent investment procedure and
diversification, an investment in the Certificates is appropriate for the Plan,
taking into account the overall investment policy of the Plan and the
composition of the Plan's investment portfolio.

                                LEGAL INVESTMENT

      The Offered Certificates will not constitute "mortgage related securities"
for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as
amended. The appropriate characterization of the Offered Certificates under
various legal investment restrictions, and thus the ability of investors subject
to these restrictions to purchase Offered Certificates, is subject to
significant interpretive uncertainties.

      No representations are made as to the proper characterization of the
Offered Certificates for legal investment, financial institution regulatory
purposes, or as to the ability of particular investors to purchase the Offered
Certificates under applicable legal investment or other restrictions. The
uncertainties referred to above (and any unfavorable future determinations
concerning legal investment or financial institution regulatory characteristics
of the Offered Certificates) may adversely affect the liquidity of the Offered
Certificates.


                                     S-191



      Accordingly, all investors whose investment activities are subject to
legal investment laws and regulations, regulatory capital requirements, or
review by regulatory authorities should consult their own legal advisors to
determine whether, and to what extent, the Offered Certificates will constitute
legal investments for them or are subject to investment, capital or other
restrictions. See "Legal Investment" in the prospectus.

                                 USE OF PROCEEDS

      We will apply the net proceeds of the offering of the Certificates towards
the simultaneous purchase of the mortgage loans from the sellers and to the
payment of expenses in connection with the issuance of the Certificates.

                              PLAN OF DISTRIBUTION

      We have entered into an Underwriting Agreement with Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc., Greenwich Capital Markets, Inc. and RBC
Capital Markets Corporation. Subject to the terms and conditions set forth in
the Underwriting Agreement, Morgan Stanley Capital I Inc. has agreed to sell to
each Underwriter, and each Underwriter has agreed to purchase from Morgan
Stanley Capital I Inc., the respective aggregate Certificate Balance of each
Class of Offered Certificates presented below.



       UNDERWRITER           CLASS A-1    CLASS A-1A     CLASS A-2     CLASS A-3    CLASS A-4     CLASS A-M     CLASS A-J
--------------------------  -----------  ------------  -------------  -----------  ------------  ------------  ------------

Morgan Stanley & Co.
   Incorporated...........  $61,700,000  $278,738,000  $189,400,000   $72,800,000  $771,885,000  $205,361,000  $177,124,000
Bear, Stearns & Co.
   Inc....................      $0            $0            $0            $0            $0            $0            $0
Greenwich Capital
   Markets, Inc...........      $0            $0            $0            $0            $0            $0            $0
RBC Capital Markets
   Corporation............      $0            $0        $38,000,000       $0       $25,000,000        $0            $0
TOTAL.....................  $61,700,000  $278,738,000  $227,400,000   $72,800,000  $796,885,000  $205,361,000  $177,124,000


      Morgan Stanley & Co. Incorporated will act as sole lead manager and sole
bookrunner with respect to the Offered Certificates. Bear, Stearns & Co. Inc.,
Greenwich Capital Markets, Inc. and RBC Capital Markets Corporation will act as
co-managers with respect to the offered certificates.

      The Underwriting Agreement provides that the obligations of the
Underwriters are subject to conditions precedent, and that the Underwriters
severally will be obligated to purchase all of the Offered Certificates if any
are purchased. In the event of a default by an Underwriter, the Underwriting
Agreement provides that the purchase commitment of the non-defaulting
Underwriter may be increased subject to limitations specified in the
Underwriting Agreement. Proceeds to Morgan Stanley Capital I Inc. from the sale
of the Offered Certificates, before deducting expenses payable by Morgan Stanley
Capital I Inc., will be approximately $1,806,588,750, plus accrued interest on
the Certificates.

      The Underwriters have advised us that they will propose to offer the
Offered Certificates from time to time for sale in one or more negotiated
transactions or otherwise at varying prices to be determined at the time of
sale. The Underwriters may effect such transactions by selling such Classes of
Offered Certificates to or through dealers and such dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Underwriters and any purchasers of such Classes of Offered Certificates
for whom they may act as agent.

      The Underwriters and any dealers that participate with the Underwriters in
the distribution of the Offered Certificates may be deemed to be underwriters,
and any discounts or commissions received by them and any profit on the resale
of such Classes of Offered Certificates by them may be deemed to be underwriting
discounts or commissions, under the Securities Act of 1933, as amended.

      The Offered Certificates are offered by the Underwriters when, as and if
issued by Morgan Stanley Capital I Inc., delivered to and accepted by the
Underwriters and subject to their right to reject orders in whole or in part. It
is expected that delivery of the Offered Certificates will be made in book-entry
form through the facilities of DTC against payment therefor on or about August
23, 2007, which is the 10th business day following the date of pricing of the
Certificates.

      Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended,
trades in the secondary market generally are required to settle in 3 business
days, unless the parties to any such trade expressly agree otherwise.


                                     S-192



Accordingly, purchasers who wish to trade Offered Certificates in the secondary
market prior to such delivery should specify a longer settlement cycle, or
should refrain from specifying a shorter settlement cycle, to the extent that
failing to do so would result in a settlement date that is earlier than the date
of delivery of such Offered Certificates.

      We have agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or
contribute to payments the Underwriters may be required to make in respect
thereof.

      The Offered Certificates are a new issue of securities with no established
trading market. One or more of the Underwriters currently intend to make a
secondary market in the Offered Certificates, but they are not obligated to do
so. Any market making may be discontinued at any time and there can be no
assurance that an active public market for the Offered Certificates will
develop.

                                  LEGAL MATTERS

      The validity of the Offered Certificates and the material federal income
tax consequences of investing in the Offered Certificates will be passed upon
for Morgan Stanley Capital I Inc. by Cadwalader, Wickersham & Taft LLP, New
York, New York. Legal matters with respect to the Offered Certificates will be
passed upon for the Underwriters by Cadwalader, Wickersham & Taft LLP, New York,
New York. Legal matters will be passed upon for Prudential Mortgage Capital
Funding, LLC and Morgan Stanley Mortgage Capital Holdings LLC by Cadwalader,
Wickersham & Taft LLP, New York, New York, for Principal Commercial Funding II,
LLC by Dechert LLP, for Royal Bank of Canada by Andrews Kurth LLP, Dallas,
Texas, and for National City Bank by Latham & Watkins LLP, New York, New York.

                                     RATINGS

      It is a condition of the issuance of the Offered Certificates that they
receive the following credit ratings from Fitch and S&P.

CLASS                             FITCH        S&P
---------------------------      -------      -----
Class A-1..................        AAA         AAA
Class A-1A.................        AAA         AAA
Class A-2..................        AAA         AAA
Class A-3..................        AAA         AAA
Class A-4..................        AAA         AAA
Class A-M..................        AAA         AAA
Class A-J..................        AAA         AAA

      The ratings of the Offered Certificates address the likelihood of the
timely payment of interest and the ultimate payment of principal, if any, due on
the Offered Certificates by the Rated Final Distribution Date, which is the
first Distribution Date that is 24 months after the end of the amortization term
of the mortgage loan, that, as of the Cut-off Date, has the longest remaining
amortization term. The ratings on the Offered Certificates should be evaluated
independently from similar ratings on other types of securities. A security
rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time by the assigning Rating Agency.

      The ratings of the Certificates do not represent any assessment of (1) the
likelihood or frequency of principal prepayments, voluntary or involuntary, on
the mortgage loans, (2) the degree to which such prepayments might differ from
those originally anticipated, (3) whether and to what extent Prepayment
Premiums, Yield Maintenance Charges, Excess Interest or default interest will be
received, (4) the allocation of Net Aggregate Prepayment Interest Shortfalls or
(5) the tax treatment of the Certificates.

      There can be no assurance as to whether any rating agency not requested to
rate the Offered Certificates will nonetheless issue a rating to any Class
thereof and, if so, what such rating would be. A rating assigned to any Class of
Offered Certificates by a rating agency that has not been requested by Morgan
Stanley Capital I Inc. to do so may be lower than the ratings assigned thereto
at the request of Morgan Stanley Capital I Inc.


                                     S-193



                                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.

      "2006-PWR14 Depositor" means the "Depositor" under the 2006-PWR14 Pooling
and Servicing Agreement, which as of the date hereof is Bear Stearns Commercial
Mortgage Securities Inc.

      "2006-PWR14 Master Servicer" means the master servicer for the Non-Trust
Serviced Loan Group under the 2006-PWR14 Pooling and Servicing Agreement, which
as of the date hereof is Prudential Asset Resources, Inc.

      "2006-PWR14 Pooling and Servicing Agreement" means the pooling and
servicing agreement dated as of December 1, 2006 among the 2006-PWR14 Depositor,
the 2006-PWR14 Master Servicer, the 2006-PWR14 Special Servicer, the 2006-PWR14
Trustee, and certain other parties, pursuant to which the Commercial Mortgage
Pass-Through Certificates, Series 2006-PWR14, were issued.

      "2006-PWR14 Special Servicer" means the special servicer for the Non-Trust
Serviced Loan Group under the 2006-PWR14 Pooling and Servicing Agreement, which
as of the date hereof is Centerline Servicing Inc.

      "2006-PWR14 Trustee" means the "Trustee" under the 2006-PWR14 Pooling and
Servicing Agreement, which as of the date hereof is LaSalle Bank National
Association.

      "Accrued Certificate Interest" means, in respect of each Class of REMIC
Regular Certificates, for each Distribution Date, the amount of interest for the
applicable Interest Accrual Period accrued at the applicable Pass-Through Rate
on the aggregate Certificate Balance or Notional Amount, as the case may be, of
such Class of Certificates outstanding immediately prior to such Distribution
Date. Accrued Certificate Interest will be calculated on the basis of a 360-day
year consisting of twelve 30-day months.

      "Additional Servicer" means each affiliate of a master servicer, a
sponsor, the trustee, the paying agent, the Depositor or any Underwriter that
services any of the mortgage loans and each person that is not an affiliate of a
master servicer, a sponsor, the trustee, the paying agent, the Depositor or any
Underwriter other than the special servicers, and who services 10% or more of
the mortgage loans based on the principal balance of the mortgage loans.

      "Administrative Cost Rate" will equal the sum of the rates for which the
related Master Servicing Fee, the Excess Servicing Fee, the related Primary
Servicing Fee and the Trustee Fee and, in the case of the Non-Trust Serviced
Pari Passu Loan, the Pari Passu Loan Servicing Fee Rate for any month (in each
case, expressed as a per annum rate) are calculated for any mortgage loan in
such month, as set forth for each mortgage loan on Appendix II to this
prospectus supplement.

      "Advance" means either a Servicing Advance or P&I Advance, as the context
may require.

      "Advance Rate" means a per annum rate equal to the "prime rate" as
published in The Wall Street Journal from time to time or if no longer so
published, such other publication as determined by the trustee in its reasonable
discretion.

      "Annual Report" means one or more reports for each mortgage loan based on
the most recently available rent rolls and most recently available year-end
financial statements of each applicable borrower, to the extent such information
is provided to the master servicer, containing such information and analyses as
required by the Pooling and Servicing Agreement including, without limitation,
Debt Service Coverage Ratios, to the extent available, and in such form as shall
be specified in the Pooling and Servicing Agreement.


                                     S-194



      "Anticipated Repayment Date" means, in respect of any ARD Loan, the date
on which a substantial principal payment on an ARD Loan is anticipated to be
made (which is prior to stated maturity).

      "Appraisal Event" means, with respect to any mortgage loan (or Serviced
Loan Group, as applicable), not later than the earliest of the following:

      o     the date 120 days after the occurrence of any delinquency in payment
            with respect to such mortgage loan (or Serviced Loan Group, as the
            case may be) if such delinquency remains uncured;

      o     the date 30 days after receipt of notice that the related borrower
            has filed a bankruptcy petition, an involuntary bankruptcy has
            occurred, or has consented to the filing of a bankruptcy proceeding
            against it or a receiver is appointed in respect of the related
            mortgaged property; provided that such petition or appointment
            remains in effect;

      o     the effective date of any modification to a Money Term of a mortgage
            loan (or Serviced Loan Group, as the case may be), other than an
            extension of the date that a Balloon Payment is due for a period of
            less than 6 months from the original due date of such Balloon
            Payment; and

      o     the date 30 days following the date a mortgaged property becomes an
            REO Property.

      "Appraisal Reduction" will equal for any mortgage loan, including a
mortgage loan as to which the related mortgaged property has become an REO
Property, an amount, calculated as of the first Determination Date that is at
least 15 days after the date on which the appraisal is obtained or the internal
valuation is performed, equal to the excess, if any, of:

      the sum of:

            o     the Scheduled Principal Balance of such mortgage loan (or
                  Serviced Loan Group, as the case may be) (or, in the case of
                  an REO Property, the related REO Mortgage Loan), less the
                  undrawn principal amount of any letter of credit or debt
                  service reserve, if applicable, that is then securing such
                  mortgage loan (or Serviced Loan Group, as the case may be);

            o     to the extent not previously advanced by a master servicer or
                  the trustee, all accrued and unpaid interest on such mortgage
                  loan (or Serviced Loan Group, as the case may be) (or, in the
                  case of an REO Property, the related REO Mortgage Loan);

            o     all related unreimbursed Advances and interest on such
                  Advances at the Advance Rate; and

            o     to the extent funds on deposit in any applicable Escrow
                  Accounts are not sufficient therefor, and to the extent not
                  previously advanced by a master servicer, a special servicer
                  or the trustee, all currently due and unpaid real estate taxes
                  and assessments, insurance premiums and, if applicable, ground
                  rents and other amounts which were required to be deposited in
                  any Escrow Account (but were not deposited) in respect of the
                  related mortgaged property or REO Property, as the case may
                  be,

      over

            o     90% of the value (net of any prior mortgage liens) of such
                  mortgaged property or REO Property as determined by such
                  appraisal or internal valuation plus the amount of any escrows
                  held by or on behalf of the trustee as security for the
                  mortgage loan (or Serviced Loan Group, as the case may be)
                  (less the estimated amount of obligations anticipated to be
                  payable in the next 12 months to which such escrows relate).

      With respect to each mortgage loan that is cross-collateralized with any
other mortgage loan, the value of each mortgaged property that is security for
each mortgage loan in such cross-collateralized group, as well as the
outstanding amounts under each such mortgage loan, shall be taken into account
when calculating such Appraisal Reduction.


                                     S-195



      In the case of a Serviced Loan Group, any Appraisal Reduction will be
calculated in respect of the related mortgage loan and the Serviced Companion
Loans and then (i) in the case of the Serviced Companion Loans that are pari
passu notes, allocated pro rata between the related mortgage loan and the
Serviced Companion Loans according to their respective principal balances or
(ii) in the case of the Serviced Companion Loans that are subordinate notes,
allocated first to the Serviced Companion Loans until reduced to zero and then
to the mortgage loan.

      In the case of the Non-Trust Serviced Pari Passu Loan, any Appraisal
Reduction will be calculated in respect of the Non-Trust Serviced Pari Passu
Loan and the Non-Trust Serviced Companion Loan and then allocated pro rata
between the Non-Trust Serviced Pari Passu Loan and the Non-Trust Serviced
Companion Loan according to their respective principal balances.

      "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.

      "Authenticating Agent" means the paying agent, in its capacity as the
Authenticating Agent.

      "Available Distribution Amount" means in general, for any Distribution
Date, an amount equal to the aggregate of the following amounts with respect to
the mortgage loans:

      (1)   all amounts on deposit in the Distribution Account as of the
            commencement of business on such Distribution Date that represent
            payments and other collections on or in respect of the mortgage
            loans and any REO Properties that were received by a master servicer
            or a special servicer through the end of the related Collection
            Period, exclusive of any portion thereof that represents one or more
            of the following:

            o     Scheduled Payments collected but due on a Due Date subsequent
                  to the related Collection Period;

            o     Prepayment Premiums or Yield Maintenance Charges (which are
                  separately distributable on the Certificates as described in
                  this prospectus supplement);

            o     amounts that are payable or reimbursable to any person other
                  than the Certificateholders (including, among other things,
                  amounts payable to the master servicers, the special
                  servicers, the Primary Servicers, the trustee and the paying
                  agent as compensation or in reimbursement of outstanding
                  Advances, expenses or indemnities);

            o     amounts deposited in the Distribution Account in error;

            o     if such Distribution Date occurs during January, other than a
                  leap year, or February of any year (unless the related
                  Distribution Date is the final Distribution Date), the
                  Interest Reserve Amounts with respect to the Interest Reserve
                  Loans to be deposited into the Interest Reserve Account; and


                                     S-196


            o     any portion of such amounts payable to the holder of the
                  Serviced Companion Loans;

      (2)   to the extent not already included in clause (1), any Compensating
            Interest Payments paid with respect to such Distribution Date; and

      (3)   if such Distribution Date occurs during March of any year (or
            February, if the related Distribution Date is the final Distribution
            Date), the aggregate of the Interest Reserve Amounts then on deposit
            in each Interest Reserve Account in respect of each Interest Reserve
            Loan.

      In addition, (i) in the case of the mortgage loans that permit voluntary
Principal Prepayment on any day of the month without the payment of a full
month's interest, the applicable master servicer will be required to remit to
the Distribution Account on any Master Servicer Remittance Date for a Collection
Period any Principal Prepayments received after the end of such Collection
Period but no later than the first business day immediately preceding such
Master Servicer Remittance Date (provided that the applicable master servicer
has received such payments from the applicable primary servicer, if any), and
(ii) in the case of the mortgage loans for which a Scheduled Payment (including
any Balloon Payment) is due in a month on a Due Date (including any grace
period) that is scheduled to occur after the Determination Date in such month,
the applicable master servicer will be required to remit to the Distribution
Account on the Master Servicer Remittance Date occurring in such month any such
Scheduled Payment (net of the Master Servicing Fee and Primary Servicing Fee,
and including any Balloon Payment) that is received no later than the date that
is one business day immediately preceding such Master Servicer Remittance Date
(provided that the applicable master servicer has received such payments from
the applicable primary servicer, if any). Amounts remitted to the Distribution
Account on a Master Servicer Remittance Date as described above in the paragraph
will, in general, also be part of the Available Distribution Amount for the
Distribution Date occurring in the applicable month.

      "B Note" means a subordinate note secured by the same Mortgaged Property
as the related mortgage loan, irrespective of any designation used therefor in
the related Co-Lender Agreement, such as B note, C note, D note or any other
terms that are similar thereto.

      "Balloon Loans" means mortgage loans (or Serviced Loan Group, as the case
may be) that provide for Scheduled Payments based on amortization schedules
significantly longer than their terms to maturity or Anticipated Repayment Date,
and that are expected to have remaining principal balances equal to or greater
than 5% of the original principal balance of those mortgage loans as of their
respective stated maturity date or anticipated to be paid on their Anticipated
Repayment Dates, as the case may be, unless prepaid prior thereto.

      "Balloon LTV" - See "Balloon LTV Ratio."

      "Balloon LTV Ratio" or "Balloon LTV" means the ratio, expressed as a
percentage, of the principal balance of a Balloon Loan anticipated to be
outstanding on the date on which the related Balloon Payment is scheduled to be
due or, in the case of an ARD Loan, the principal balance on its related
Anticipated Repayment Date to the value of the related mortgaged property or
properties as of the Cut-off Date determined as described under "Description of
the Mortgage Pool--Additional Mortgage Loan Information" in this prospectus
supplement.

      "Balloon Payment" means, with respect to a Balloon Loan, the principal
payments and scheduled interest due and payable on the relevant maturity dates.

      "Banking Day" means any day on which commercial banks are open for
business (including dealings in foreign exchange and foreign currency) in
London, England.

      "Base Interest Fraction" means, with respect to any principal prepayment
of any mortgage loan that provides for payment of a Prepayment Premium or Yield
Maintenance Charge, and with respect to any Class of Certificates, a fraction
(A) whose numerator is the greater of (x) zero and (y) the difference between
(i) the Pass-Through Rate on that Class of Certificates, and (ii) the Discount
Rate and (B) whose denominator is the difference between (i) the mortgage rate
on the related mortgage loan and (ii) the Discount Rate; provided, however, that
under no circumstances will the Base Interest Fraction be greater than 1. If the
Discount Rate referred to above is greater than 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


                                     S-197


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.

      "Certificate Account" means one or more separate accounts established and
maintained by a master servicer, any Primary Servicer or any sub-servicer on
behalf of a master servicer, pursuant to the Pooling and Servicing Agreement.

      "Certificate Balance" will equal the then maximum amount that the holder
of each Principal Balance Certificate will be entitled to receive in respect of
principal out of future cash flow on the mortgage loans and other assets
included in the trust.

      "Certificate Owner" means a person acquiring an interest in an offered
certificate.

      "Certificate Registrar" means the paying agent, in its capacity as the
Certificate Registrar.

      "Certificateholder" or "Holder" means an investor certificateholder, a
person in whose name a certificate is registered by the Certificate Registrar or
a person in whose name ownership of an uncertificated certificate is recorded in
the books and records of the Certificate Registrar.

      "Certificates" has the meaning described under "Description of the Offered
Certificates--General" in this prospectus supplement.

      "Class" means the designation applied to the Offered Certificates and the
private certificates, pursuant to this prospectus supplement.

      "Class A Senior Certificates" means the Class A-1 Certificates, the Class
A-1A Certificates, the Class A-2 Certificates, the Class A-3 Certificates and
the Class A-4 Certificates.

      "Clearstream Banking" means Clearstream Banking Luxembourg, societe
anonyme.

      "Closing Date" means on or about August 23, 2007.

      "Code" means the Internal Revenue Code of 1986, as amended, any successor
statutes thereto, and applicable U.S. Department of Treasury regulations issued
pursuant thereto in temporary or final form and proposed regulations thereunder,
to the extent that, by reason of their proposed effective date, such proposed
regulations would apply to the trust.

      "Co-Lender Agreement" means (i) with respect to a Serviced Loan Group, a
co-lender agreement or agreement among noteholders between the holders of the
related mortgage loan and the Serviced Companion Loans and (ii) with respect to
the Non-Trust Serviced Loan Group, a co-lender agreement between the holders of
the Non-Trust Serviced Pari Passu Loan and the Non-Trust Serviced Companion
Loan.

      "Collection Period" means, with respect to any Distribution Date, the
period beginning with the day after the Determination Date in the month
preceding such Distribution Date (or, in the case of the first Distribution
Date, the Cut-off Date) and ending with the Determination Date occurring in the
month in which such Distribution Date occurs.

      "Compensating Interest" means, with respect to any Distribution Date and
each master servicer, an amount equal to the excess of (A) Prepayment Interest
Shortfalls incurred in respect of the mortgage loans serviced by such master
servicer resulting from Principal Prepayments on such mortgage loans (but not
including the Serviced Companion Loans and the Non-Trust Serviced Loan Group)
during the related Collection Period over (B) Prepayment Interest Excesses
incurred in respect of the mortgage loans serviced by such master servicer
resulting from Principal Prepayments on such mortgage loans (but not including
the Serviced Companion Loans and the Non-Trust Serviced Loan Group) during the
same Collection Period. Notwithstanding the foregoing, such Compensating
Interest shall not (i) with respect to Principal Prepayments, exceed the portion
of the aggregate Master Servicing Fee accrued at a rate per annum equal to 2
basis points for the related Collection Period calculated in respect of all the
mortgage loans serviced by such master servicer, including REO Properties (but
not including the Serviced Companion Loans and the Non-Trust Serviced Loan
Group), to the extent that such master servicer applied the


                                     S-198



subject Principal Prepayments in accordance with the terms of the related
mortgage loan documents, or (ii) be required to be paid on any Prepayment
Interest Shortfalls incurred in respect of any Specially Serviced Mortgage Loans
or defaulted mortgage loans.

      "Compensating Interest Payment" means any payment of Compensating
Interest.

      "Condemnation Proceeds" means any awards resulting from the full or
partial condemnation or eminent domain proceedings or any conveyance in lieu or
in anticipation thereof with respect to a mortgaged property by or to any
governmental, quasi-governmental authority or private entity with condemnation
powers other than amounts to be applied to the restoration, preservation or
repair of such mortgaged property or released to the related borrower in
accordance with the terms of the mortgage loan (or Serviced Loan Group, as the
case may be). With respect to the mortgaged properties securing any Serviced
Loan Group, only an allocable portion of such Condemnation Proceeds will be
distributable to the Certificateholders. With respect to the mortgaged
properties securing the Non-Trust Serviced Pari Passu Loan, the Condemnation
Proceeds will include only the portion of such net proceeds that is payable to
the holder of the Non-Trust Serviced Pari Passu Loan pursuant to the 2006-PWR14
Pooling and Servicing Agreement.

      "Constant Prepayment Rate" or "CPR" means a rate that represents an
assumed constant rate of prepayment each month, which is expressed on a per
annum basis, relative to the then outstanding principal balance of a pool of
mortgage loans for the life of such mortgage loans. CPR does not purport to be
either a historical description of the prepayment experience of any pool of
mortgage loans or a prediction of the anticipated rate of prepayment of any
mortgage loans, including the mortgage loans underlying the Certificates.

      "Controlling Class" means the most subordinate Class of Subordinate
Certificates outstanding at any time of determination; provided, however, that
if the aggregate Certificate Balance of such Class of Certificates is less than
25% of the initial aggregate Certificate Balance of such Class as of the Closing
Date, the Controlling Class will be the next most subordinate Class of
Certificates.

      "CPR" - See "Constant Prepayment Rate" above.

      "Custodian" means the trustee, in its capacity as the custodian under the
pooling and servicing agreement.

      "Cut-off Date" means August 1, 2007. For purposes of the information
contained in this prospectus supplement (including the appendices to this
prospectus supplement), scheduled payments due in August 2007 with respect to
mortgage loans not having payment dates on the first of each month have been
deemed received on August 1, 2007, not the actual day which such scheduled
payments are due. All references to the "cut-off date" with respect to any
mortgage loan characteristics (including any numerical or statistical
information) contained in this prospectus supplement are based on an assumption
that all scheduled payments will be made on the respective due date and that no
unscheduled prepayments are made.

      "Cut-off Date Balance" means, with respect to any mortgage loan, such
mortgage loan's principal balance outstanding as of its Cut-off Date, after
application of all payments of principal due on or before such date, whether or
not received, determined as described under "Description of the Mortgage
Pool--Additional Mortgage Loan Information" in this prospectus supplement and
assuming no unscheduled prepayment is made. For purposes of those mortgage loans
that have a due date on a date other than the first of the month, we have
assumed that monthly payments on such mortgage loans are due on the first of the
month for purposes of determining their Cut-off Date Balances.

      "Cut-off Date Loan-to-Value" or "Cut-off Date LTV" means a ratio,
expressed as a percentage, of the Cut-off Date Balance of a mortgage loan to the
value of the related mortgaged property or properties determined as described
under "Description of the Mortgage Pool--Additional Mortgage Loan Information"
in this prospectus supplement. With respect to any mortgage loan that is part of
a cross-collateralized group of mortgage loans, the "Cut-off Date Loan-to-Value"
or "Cut-off Date LTV" means a ratio, expressed as a percentage, the numerator of
which is the Cut-off Date Balance of all the mortgage loans in the
cross-collateralized group and the denominator of which is the aggregate of the
value of the related mortgaged properties determined as described under
"Description of the Mortgage Pool--Additional Mortgage Loan Information" in this
prospectus supplement, related to the cross-collateralized group.


                                     S-199



      "Cut-off Date LTV" - See "Cut-off Date Loan-to-Value."

      "Debt Service Coverage Ratio" or "DSCR" means the ratio of Underwritable
Cash Flow estimated to be produced by the related mortgaged property or
properties to the annualized amount of debt service payable under that mortgage
loan. With respect to any mortgage loan that is part of a cross-collateralized
group of mortgage loans, the "Debt Service Coverage Ratio" or "DSCR" is the
ratio of Underwritable Cash Flow calculated for the mortgaged properties related
to the cross-collateralized group to the annualized amount of debt service
payable for all of the mortgage loans in the cross-collateralized group.

      "Depositor" means Morgan Stanley Capital I Inc.

      "Determination Date" means, with respect to any Distribution Date and any
of the mortgage loans, the 7th day of the month in which such Distribution Date
occurs or, if such day is not a business day, the next succeeding business day.

      "Discount Rate" means, for the purposes of the distribution of Prepayment
Premiums or Yield Maintenance Charges, the rate which, when compounded monthly,
is equivalent to the Treasury Rate when compounded semi-annually.

      "Distributable Certificate Interest Amount" means, in respect of any Class
of REMIC Regular Certificates for any Distribution Date, the sum of:

      (a)   Accrued Certificate Interest in respect of such Class of
            Certificates for such Distribution Date, reduced (to not less than
            zero) by:

            (i)   any Net Aggregate Prepayment Interest Shortfalls allocated to
                  such Class; and

            (ii)  Realized Losses and Expense Losses, in each case specifically
                  allocated with respect to such Distribution Date to reduce the
                  Distributable Certificate Interest Amount payable in respect
                  of such Class in accordance with the terms of the Pooling and
                  Servicing Agreement; and

      (b)   the portion of the Distributable Certificate Interest Amount for
            such Class remaining unpaid as of the close of business on the
            preceding Distribution Date; and

      (c)   if the aggregate Certificate Balance is reduced because amounts in
            the Certificate Account allocable to principal have been used to
            reimburse a nonrecoverable Advance, and there is a subsequent
            recovery of amounts on the applicable mortgage loans, then interest
            at the applicable pass-through rate that would have accrued and been
            distributable with respect to the amount that the aggregate
            Certificate Balance was so reduced, which interest shall accrue from
            the date that the Certificate Balance was so reduced through the end
            of the Interest Accrual Period related to the Distribution Date on
            which such amounts are subsequently recovered.

      "Distribution Account" means the distribution account maintained by the
paying agent, in accordance with the Pooling and Servicing Agreement.

      "Distribution Date" means the fourth business day following the
Determination Date.

      "Document Defect" means that a mortgage loan document is not delivered as
and when required, is not properly executed or is defective on its face.

      "DOL Regulation" means the final regulation, issued by the U.S. Department
of Labor, defining the term "plan assets" which provides, generally, that when a
Plan makes an equity investment in another entity, the underlying assets of that
entity may be considered plan assets unless exceptions apply (29 C.F.R. Section
2510.3-101).

      "DSCR" - See "Debt Service Coverage Ratio."

      "DTC" means The Depository Trust Company.


                                     S-200


      "DTC Systems" means those computer applications, systems, and the like for
processing data for DTC.

      "Due Dates" means dates upon which the related Scheduled Payments are
first due, without the application of grace periods, under the terms of the
related mortgage loans (or Serviced Loan Groups, as the case may be).

      "EPA" means the United States Environmental Protection Agency.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

      "Escrow Account" means one or more custodial accounts established and
maintained by a master servicer (or a Primary Servicer on its behalf) pursuant
to the Pooling and Servicing Agreement.

      "Euroclear" means The Euroclear System.

      "Event of Default" means, with respect to a master servicer under the
Pooling and Servicing Agreement, any one of the following events:

      o     any failure by such master servicer to remit to the paying agent or
            otherwise make any payment required to be remitted by the master
            servicer under the terms of the Pooling and Servicing Agreement,
            including any required Advances, at the times required under the
            terms of the Pooling and Servicing Agreement, which failure to remit
            is not cured by 11:00 a.m. on the Distribution Date;

      o     any failure by such master servicer to make a required deposit to
            the Certificate Account which continues unremedied for 1 business
            day following the date on which such deposit was first required to
            be made;

      o     any failure on the part of such master servicer duly to observe or
            perform in any material respect any other of the duties, covenants
            or agreements on the part of such master servicer contained in the
            Pooling and Servicing Agreement which continues unremedied for a
            period of 30 days after the date on which written notice of such
            failure, requiring the same to be remedied, shall have been given to
            such master servicer by Morgan Stanley Capital I Inc. or the
            trustee; provided, however, that if such master servicer certifies
            to the trustee and Morgan Stanley Capital I Inc. that such master
            servicer is in good faith attempting to remedy such failure, such
            cure period will be extended to the extent necessary to permit such
            master servicer to cure such failure; provided, further, that such
            cure period may not exceed 90 days;

      o     any breach of the representations and warranties of such master
            servicer in the Pooling and Servicing Agreement that materially and
            adversely affects the interest of any holder of any Class of
            Certificates and that continues unremedied for a period of 30 days
            after the date on which notice of such breach, requiring the same to
            be remedied shall have been given to such master servicer by Morgan
            Stanley Capital I Inc. or the trustee; provided, however, that if
            such master servicer certifies to the trustee and Morgan Stanley
            Capital I Inc. that such master servicer is in good faith attempting
            to remedy such breach, such cure period will be extended to the
            extent necessary to permit the master servicer to cure such breach;
            provided, further, that such cure period may not exceed 90 days;

      o     a decree or order of a court or agency or supervisory authority
            having jurisdiction in the premises in an involuntary case under any
            present or future federal or state bankruptcy, insolvency or similar
            law for the appointment of a conservator, receiver, liquidator,
            trustee or similar official in any bankruptcy, insolvency,
            readjustment of debt, marshalling of assets and liabilities or
            similar proceedings, or for the winding-up or liquidation of its
            affairs, shall have been entered against such master servicer and
            such decree or order shall have remained in force undischarged,
            undismissed or unstayed for a period of 60 days;

      o     such master servicer shall consent to the appointment of a
            conservator, receiver, liquidator, trustee or similar official in
            any bankruptcy, insolvency, readjustment of debt, marshalling of
            assets and liabilities or similar proceedings of or relating to such
            master servicer or of or relating to all or substantially all of its
            property;

      o     such master servicer shall admit in writing its inability to pay its
            debts generally as they become due, file a petition to take
            advantage of any applicable bankruptcy, insolvency or reorganization
            statute, make an


                                     S-201


            assignment for the benefit of its creditors, voluntarily suspend
            payment of its obligations, or take any corporate action in
            furtherance of the foregoing;

      o     such master servicer ceases to have a master servicer rating of at
            least "CMS3" from Fitch and is not reinstated to such status within
            30 days, or the trustee receives written notice from Fitch to the
            effect that the continuation of such master servicer in such
            capacity would result in the downgrade, qualification or withdrawal
            of any rating then assigned by Fitch to any Class of Certificates
            and citing servicing concerns with such master servicer as the sole
            or a material factor in such rating action and such notice is
            rescinded within 30 days; provided that such master servicer will
            have 60 days after removal due to such default within which it may
            sell its servicing rights to a party acceptable under the Pooling
            and Servicing Agreement; or

      o     such master servicer is no longer listed on S&P's Select Servicer
            List as a U.S. Commercial Mortgage Master Servicer and is not
            reinstated to such status within 60 days.

      Under certain circumstances, the failure by a party to the Pooling and
Servicing Agreement or a primary servicing agreement or sub-servicing agreement
to perform its duties described under "Description of the Offered
Certificates--Evidence as to Compliance" in this prospectus supplement, or to
perform certain other reporting duties imposed on it for purposes of compliance
with Regulation AB and the Exchange Act, will constitute an "Event of Default"
that entitles the Depositor or another party to terminate that party. In some
circumstances, such an "Event of Default" may be waived by the Depositor in its
sole discretion.

      "Excess Interest" means in respect of each ARD Loan that does not repay on
its Anticipated Repayment Date, the excess, if any, of the Revised Rate over the
Initial Rate, together with interest thereon at the Revised Rate from the date
accrued to the date such interest is payable (generally, after payment in full
of the outstanding principal balance of such loan).

      "Excess Interest Sub-account" means an administrative account deemed to be
a sub-account of the Distribution Account. The Excess Interest Sub-account will
not be an asset of any REMIC created under the Pooling and Servicing Agreement.

      "Excess Liquidation Proceeds" means the excess of (i) proceeds from the
sale or liquidation of a mortgage loan or related REO Property, net of expenses
and any related Advances and interest thereon over (ii) the amount that would
have been received if a prepayment in full had been made with respect to such
mortgage loan (or, in the case of an REO Property related to any Serviced Loan
Group, a Principal Prepayment in full had been made with respect to both the
mortgage loan and the Serviced Companion Loans) on the date such proceeds were
received.

      "Excess Servicing Fee" means a fee payable to the master servicers (if
applicable) or Primary Servicers, as applicable, that is included as a component
of the Master Servicing Fee and accrues at a rate set forth in the Pooling and
Servicing Agreement, which is assignable and non-terminable.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder.

      "Exemption" means the individual prohibited transaction exemption granted
by the DOL to Morgan Stanley & Co. Incorporated, as amended.

      "Expense Losses" means, among other things:

      o     any interest paid to the master servicers, the special servicers and
            the trustee in respect of unreimbursed Advances;

      o     all Special Servicer Compensation paid to the applicable special
            servicer (to the extent not collected from the related borrower);

      o     other expenses of the trust, including, but not limited to,
            specified reimbursements and indemnification payments to the
            trustee, the paying agent and certain related persons, specified
            reimbursements and


                                     S-202



            indemnification payments to Morgan Stanley Capital I Inc., the
            master servicers, the Primary Servicers or the special servicers and
            certain related persons, specified taxes payable from the assets of
            the trust, the costs and expenses of any tax audits with respect to
            the trust and other tax-related expenses and the cost of various
            opinions of counsel required to be obtained in connection with the
            servicing of the mortgage loans and administration of the trust;

      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; and

      o     with respect to the Non-Trust Serviced Pari Passu Loan, without
            duplication, the pro rata portion of similar items to the foregoing
            items, as such expenses are incurred by the trust formed pursuant to
            the 2006-PWR14 Pooling and Servicing Agreement or the parties
            thereto, to the extent allocable to the Non-Trust Serviced Pari
            Passu Loan.

      "Fitch" means Fitch, Inc.

      "401(c) Regulations" means the final regulations issued by the DOL under
Section 401(c) of ERISA clarifying the application of ERISA to "insurance
company general accounts."

      "Hazardous Materials" means gasoline, petroleum products, explosives,
radioactive materials, polychlorinated biphenyls or related or similar
materials, and any other substance or material as may be defined as a hazardous
or toxic substance, material or waste by any federal, state or local
environmental law, ordinance, rule, regulation or order, including, without
limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended (42 U.S.C. ss.ss. 9601 et seq.), the Hazardous
Materials Transportation Act, as amended (49 U.S.C. ss.ss. 1801, et seq.), the
Resource Conservation and Recovery Act, as amended (42 U.S.C. ss.ss. 6901 et
seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. ss.ss.
1251 et seq.), the Clean Air Act, as amended (42 U.S.C. ss.ss. 7401 et seq.),
and any regulations promulgated pursuant thereto.

      "Initial Loan Group 1 Balance" means the aggregate Cut-off Date Balance of
the mortgage loans in Loan Group 1, or $1,774,867,574.

      "Initial Loan Group 2 Balance" means the aggregate Cut-off Date Balance of
the mortgage loans in Loan Group 2, or $278,738,088.

      "Initial Pool Balance" means the aggregate Cut-off Date Balance of
$2,053,605,662.

      "Initial Rate" means, with respect to any mortgage loan, the mortgage rate
in effect as of the Cut-off Date for such mortgage loan, as may be modified
(without including any excess amount applicable solely because of the occurrence
of an Anticipated Repayment Date).

      "Insurance Proceeds" means all amounts paid by an insurer under any
insurance policy in connection with a mortgage loan, excluding any amounts
required to be paid to the related borrower or used to restore the related
mortgaged property. With respect to the mortgaged property or properties
securing any Serviced Loan Group, only an allocable portion of such Insurance
Proceeds will be distributable to the Certificateholders. With respect to a
mortgaged property securing the Non-Trust Serviced Loan Group, the Insurance
Proceeds will include only the portion of such net proceeds that is payable to
the holder of the Non-Trust Serviced Pari Passu Loan pursuant to the 2006-PWR14
Pooling and Servicing Agreement.

      "Interest Accrual Period" means, with respect to each Distribution Date,
for each class of REMIC Regular Certificates, the calendar month immediately
preceding the month in which such Distribution Date occurs.

      "Interest Reserve Account" means an account that the Paying Agent has
established and will maintain for the benefit of the holders of the
Certificates.

      "Interest Reserve Amount" means all amounts deposited in each Interest
Reserve Account with respect to Scheduled Payments due in any applicable January
and February.

      "Interest Reserve Loan" - See "Non-30/360 Loan" below.


                                     S-203



      "Interest Reset Date" means the day that is two Banking Days prior to the
start of the related Interest Accrual Period.

      "Interested Party" means the special servicers, the master servicers,
Morgan Stanley Capital I Inc., the holder of any related junior indebtedness,
the Operating Adviser, a holder of 50% or more of the Controlling Class, any
independent contractor engaged by a master servicer or a special servicer
pursuant to the Pooling and Servicing Agreement or any person actually known to
a responsible officer of the trustee to be an affiliate of any of them.

      "Liquidation Fee" means, generally, 1.00% of the related Liquidation
Proceeds received in connection with a full or partial liquidation of a
Specially Serviced Mortgage Loan or related REO Property and/or any Condemnation
Proceeds or Insurance Proceeds received by the trust (except in the case of a
final disposition consisting of the repurchase of a mortgage loan or REO
Property by a mortgage loan seller due to a Material Breach or a Material
Document Defect); provided, however, that (A) in the case of a final disposition
consisting of the repurchase of a mortgage loan or REO Property by a mortgage
loan seller due to a breach of a representation and warranty or document defect,
such fee will only be paid by such mortgage loan seller and due to the
applicable special servicer if repurchased after the date that is 180 days or
more after the applicable mortgage loan seller receives notice of the breach
causing the repurchase and (B) in the case of a repurchase of a mortgage loan by
any subordinate or mezzanine lender, such fee will only be due to the applicable
special servicer if repurchased 60 days after a master servicer, special
servicer or trustee receives notice of the default causing the repurchase and
payment is not prohibited by the applicable co-lender or intercreditor
agreement.

      "Liquidation Proceeds" means proceeds from the sale or liquidation of a
mortgage loan or related REO Property, net of expenses (or, with respect to a
mortgage loan repurchased by a mortgage loan seller, the Purchase Price of such
mortgage loan). With respect to the mortgaged property or properties securing
any Serviced Loan Group, only an allocable portion of such Liquidation Proceeds
will be distributable to the Certificateholders. With respect to the mortgaged
properties securing the Non-Trust Serviced Pari Passu Loan, the Liquidation
Proceeds will include only the portion of such net proceeds that is payable to
the holder of the Non-Trust Serviced Pari Passu Loan pursuant to the 2006-PWR14
Pooling and Servicing Agreement.

      "Loan Group 1" means that distinct loan group consisting of 113 mortgage
loans that are secured by property types other than multifamily properties and
manufactured housing communities, representing, in the aggregate, approximately
86.4% of the Initial Pool Balance.

      "Loan Group 2" means that distinct loan group consisting of 20 mortgage
loans that are secured by multifamily properties and one mortgage loan that is
secured by a manufactured housing community property, representing, in the
aggregate, approximately 13.6% of the Initial Pool Balance.

      "Loan Group 1 Principal Distribution Amount" means, for any Distribution
Date, that portion, if any, of the Principal Distribution Amount that is
attributable to the mortgage loans included in Loan Group 1.

      "Loan Group Principal Distribution Amount" means the Loan Group 1
Principal Distribution Amount or Loan Group 2 Principal Distribution Amount, as
applicable.

      "Loan Group 2 Principal Distribution Amount" means, for any Distribution
Date, that portion, if any, of the Principal Distribution Amount that is
attributable to the mortgage loans included in Loan Group 2.

      "Lockout Period" means the period, if any, during which voluntary
principal prepayments are prohibited under a mortgage loan.

      "MAI" means Member of the Appraisal Institute.

      "Master Servicer Remittance Date" means in each month the business day
preceding the Distribution Date.

      "Master Servicing Fee" means the monthly amount, which amount is inclusive
of the Excess Servicing Fee, based on the Master Servicing Fee Rate, to which
the applicable master servicer is entitled in compensation for servicing the
mortgage loans for which it is responsible, including REO Mortgage Loans. For
the avoidance of


                                     S-204



doubt, the Master Servicing Fee shall be payable to the applicable master
servicer for servicing each Serviced Companion Loans out of payments on such
Serviced Companion Loans.

      "Master Servicing Fee Rate" means a rate per annum set forth in the
Pooling and Servicing Agreement which is payable with respect to a mortgage loan
in connection with the Master Servicing Fee, and which is part of the
Administrative Cost Rate.

      "Material Breach" means a breach of any of the representations and
warranties made by a mortgage loan seller with respect to a mortgage loan that
either (a) materially and adversely affects the interests of the holders of the
Certificates in the related mortgage loan or (b) both (i) materially and
adversely affects the value of the mortgage loan and (ii) the mortgage loan is a
Specially Serviced Mortgage Loan or Rehabilitated Mortgage Loan.

      "Material Document Defect" means a Document Defect that either (a)
materially and adversely affects the interests of the holders of the
Certificates in the related mortgage loan or (b) both (i) materially and
adversely affects the value of the mortgage loan and (ii) the mortgage loan is a
Specially Serviced Mortgage Loan or Rehabilitated Mortgage Loan.

      "Money Term" means, with respect to any mortgage loan(or Serviced Loan
Group, as the case may be), the stated maturity date, mortgage rate, principal
balance, amortization term or payment frequency thereof or any provision thereof
requiring the payment of a Prepayment Premium or Yield Maintenance Charge (but
does not include late fee or default interest provisions).

      "Moody's" means Moody's Investors Service, Inc.

      "Mortgage File" means the following documents, among others:

      o     the original mortgage note (or lost note affidavit and indemnity),
            endorsed (without recourse) in blank or to the order of the trustee;

      o     the original or a copy of the related mortgage(s), together with
            originals or copies of any intervening assignments of such
            document(s), in each case with evidence of recording thereon (unless
            such document(s) have not been returned by the applicable recorder's
            office);

      o     the original or a copy of any related assignment(s) of rents and
            leases (if any such item is a document separate from the mortgage),
            together with originals or copies of any intervening assignments of
            such document(s), in each case with evidence of recording thereon
            (unless such document(s) have not been returned by the applicable
            recorder's office);

      o     an assignment of each related mortgage in blank or in favor of the
            trustee, in recordable form;

      o     an assignment of any related assignment(s) of rents and leases (if
            any such item is a document separate from the mortgage) in blank or
            in favor of the trustee, in recordable form;

      o     an original or copy of the related lender's title insurance policy
            (or, if a title insurance policy has not yet been issued, a binder,
            commitment for title insurance or a preliminary title report or an
            agreement to provide any of the foregoing pursuant to binding escrow
            instructions executed by the title company or its authorized agent);

      o     when relevant, the related ground lease or a copy thereof;

      o     when relevant, copies of any loan agreements, lockbox agreements,
            intercreditor agreements and Co-Lender Agreements, if any, as well
            as copies of the notes evidencing the Serviced Companion Loans;

      o     when relevant, all letters of credit in favor of the lender and
            applicable assignments or transfer documents; and


                                     S-205



      o     when relevant, with respect to hospitality properties, a copy of any
            franchise agreement, franchise comfort letter and applicable
            assignments or transfer documents.

      "Mortgage Loan Purchase Agreement" means each of the agreements entered
into between Morgan Stanley Capital I Inc. and the respective mortgage loan
seller, as the case may be.

      "Mortgage Pool" means the 134 mortgage loans with an aggregate principal
balance as of the Cut-off Date, of approximately $2,053,605,662, which may vary
by up to 5%.

      "Net Aggregate Prepayment Interest Shortfall" means, for the related
Distribution Date and each master servicer, the aggregate of all Prepayment
Interest Shortfalls incurred in respect of all (or, where specified, a portion)
of the mortgage loans serviced by such master servicer (including Specially
Serviced Mortgage Loans) during any Collection Period that are neither offset by
Prepayment Interest Excesses collected on such mortgage loans during such
Collection Period nor covered by a Compensating Interest Payment paid by such
master servicer and Primary Servicer in respect of such mortgage loans, if
applicable.

      "Net Mortgage Rate" means, in general, with respect to any mortgage loan,
a per annum rate equal to the related mortgage rate (excluding any default
interest or any rate increase occurring after an Anticipated Repayment Date)
minus the related Administrative Cost Rate; provided that, for purposes of
calculating the Pass-Through Rate for each Class of REMIC Regular Certificates
from time to time, the Net Mortgage Rate for any mortgage loan will be
calculated without regard to any modification, waiver or amendment of the terms
of such mortgage loan subsequent to the Closing Date. In addition, because the
Certificates accrue interest on the basis of a 360-day year consisting of twelve
30-day months, when calculating the Pass-Through Rate for each Class for each
Distribution Date, the Net Mortgage Rate on a Non-30/360 Loan will be the
annualized rate at which interest would have to accrue on the basis of a 360-day
year consisting of twelve 30-day months in order to result in the accrual of the
aggregate amount of interest actually accrued (exclusive of default interest or
Excess Interest). However, with respect to each Non-30/360 Loan:

      o     the Net Mortgage Rate that would otherwise be in effect for purposes
            of the Scheduled Payment due in January of each year (other than a
            leap year) and February of each year (unless such Distribution Date
            is the final Distribution Date) will be adjusted to take into
            account the applicable Interest Reserve Amount; and

      o     the Net Mortgage Rate that would otherwise be in effect for purposes
            of the Scheduled Payment due in March of each year (commencing in
            2008), 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 a residential cooperative mortgage loan, 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-30/360 Loan" or "Interest Reserve Loan" means a mortgage loan that
accrues interest other than on the basis of a 360-day year consisting of 12
30-day months.

      "Non-Trust Serviced Companion Loan" means the pari passu note related to
the Non-Trust Serviced Pari Passu Loan.

      "Non-Trust Serviced Loan Group" means, collectively, the Non-Trust
Serviced Pari Passu Loan and the Non-Trust Serviced Companion Loan.


                                     S-206



      "Non-Trust Serviced Pari Passu Loan" means Mortgage Loan No. 103, The
Tower, which is sold to the trust by the depositor under the pooling and
servicing agreement.

      "Notional Amount" has the meaning described under "Description of the
Offered Certificates--Certificate Balances" in this prospectus supplement.

      "Offered Certificates" mean the Class A-1, Class A-1A, Class A-2, Class
A-3, Class A-4, Class A-M and Class A-J Certificates.

      "OID" means original issue discount within the meaning of the Code.

      "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 applicable special
servicer in regard to specified actions. We anticipate that the initial
Operating Adviser will be Centerline REIT Inc., LLC, an affiliate of one of the
special servicers.

      "Option" means the option to purchase from the trust any defaulted
mortgage loan, as described under "Servicing of the Mortgage Loans--Sale of
Defaulted Mortgage Loans," in this prospectus supplement.

      "P&I Advance" means the amount of any Scheduled Payments or Assumed
Scheduled Payments (net of the related Master Servicing Fees, Excess Servicing
Fees, Primary Servicing Fees and other servicing fees payable from such
Scheduled Payments or Assumed Scheduled Payments), other than any default
interest or Balloon Payment, advanced on the mortgage loans that are delinquent
as of the close of business on the related Determination Date.

      In the case of mortgage loans for which a Scheduled Payment is due in a
month on a Due Date (including any grace period) that is scheduled to occur
after the end of the Collection Period in such month, the master servicer must,
unless the Scheduled Payment is received before the end of such Collection
Period, make a P&I Advance in an amount equal to such Scheduled Payment (net of
any Master Servicing Fee or Primary Servicing Fee) (or, in the case of a Balloon
Payment, an amount equal to the Assumed Scheduled Payment that would have been
deemed due if such Due Date occurred on the Master Servicer Remittance Date), in
each case subject to a nonrecoverability determination.

      "PAR" means Prudential Asset Resources, Inc.

      "Pari Passu Loan Servicing Fee Rate" means the servicing fee rate
applicable to the Non-Trust Serviced Pari Passu Loan pursuant to the 2006-PWR14
Pooling and Servicing Agreement.

      "Participants" means DTC's participating organizations.

      "Parties in Interest" means persons who have specified relationships to
Plans ("parties in interest" under Section 3(14) of ERISA or "disqualified
persons" under Section 4975 of the Code).

      "Pass-Through Rate" means the rate per annum at which any Class of
Certificates (other than the Class EI Certificates and Residual Certificates)
accrues interest.

      "Percentage Interest" will equal, as evidenced by any REMIC Regular
Certificate in the Class to which it belongs, a fraction, expressed as a
percentage, the numerator of which is equal to the initial Certificate Balance
or Notional Amount, as the case may be, of such certificate as set forth on the
face thereof, and the denominator of which is equal to the initial aggregate
Certificate Balance or Notional Amount, as the case may be, of such Class.

      "Permitted Cure Period" means, for the purposes of any Material Document
Defect or Material Breach in respect of any mortgage loan, the 90-day period
immediately following the receipt by the related mortgage loan seller of notice
of such Material Document Defect or Material Breach, as the case may be.
However, if such Material Document Defect or Material Breach, as the case may
be, cannot be corrected or cured in all material respects within such 90-day
period and such Document Defect or Material Breach would not cause the mortgage
loan to be other than a "qualified mortgage," and 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


                                     S-207


and a Servicing Transfer Event has occurred as a result of a monetary default or
as described in the second and fifth bullet points of the definition of
Specially Serviced Mortgage Loan and (y) the Document Defect was identified in a
certification delivered to the related mortgage loan seller by the trustee in
accordance with the Pooling and Servicing Agreement.

      "Plans" means (a) employee benefit plans as defined in Section 3(3) of
ERISA that are subject to Title I of ERISA, (b) plans as defined in Section 4975
of the Code that are subject to Section 4975 of the Code, (c) any other
retirement plan or employee benefit plan or arrangement subject to applicable
federal, state or local law materially similar to the foregoing provisions of
ERISA and the Code, and (d) entities whose underlying assets include plan assets
by reason of a plan's investment in such entities.

      "Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement, dated as of August 1, 2007, among Morgan Stanley Capital I Inc., as
depositor, Capmark, as master servicer with respect to the mortgage loans, other
than the mortgage loans sold to the trust by PMCF, Prudential Asset Resources,
Inc., as master servicer with respect to the PMCF mortgage loans, Centerline
Servicing Inc., as special servicer with respect to the mortgage loans other
than the Hilton Washington DC mortgage loan, Prudential Asset Resources, Inc, as
special servicer with respect to the Hilton Washington DC mortgage loan, Wells
Fargo Bank, N.A., as trustee and custodian, and U.S. Bank National Association,
as paying agent, certificate registrar and authenticating agent.

      "Prepayment Interest Excess" means, in the case of a mortgage loan in
which a full or partial Principal Prepayment (including any unscheduled Balloon
Payment) is made during any Collection Period after the Due Date for such
mortgage loan, the amount of interest which accrues on the amount of such
Principal Prepayment or unscheduled Balloon Payment allocable to such mortgage
loan that exceeds the corresponding amount of interest accruing on the
Certificates. The amount of the Prepayment Interest Excess in any such case will
generally equal the interest that accrues on such mortgage loan from such Due
Date to the date such payment was made, net of the amount of any Master
Servicing Fee, the Primary Servicing Fee, the Excess Servicing Fee, the Trustee
Fee, in the case of the Non-Trust Serviced Pari Passu Loan, the servicing fee
payable in connection therewith pursuant to the 2006-PWR14 Pooling and Servicing
Agreement and if the related mortgage loan is a Specially Serviced Mortgage
Loan, the Special Servicing Fee in each case, to the extent payable out of such
collection of interest.

      "Prepayment Interest Shortfall" means a shortfall in the collection of a
full month's interest for any Distribution Date and with respect to any mortgage
loan as to which the related borrower has made a full or partial Principal
Prepayment (including any unscheduled Balloon Payment) during the related
Collection Period, and the date such payment was made occurred prior to the Due
Date for such mortgage loan in such Collection Period (including any shortfall
resulting from such a payment during the grace period relating to such Due
Date). Such a shortfall arises because the amount of interest (net of the Master
Servicing Fee, the Primary Servicing Fee, the Excess Servicing Fee, any
servicing fee payable in connection with the Non-Trust Serviced Pari Passu Loan
(if applicable), the Special Servicing Fee, if the related mortgage loan is a
Specially Serviced Mortgage Loan, and the Trustee Fee) that accrues on the
amount of such Principal Prepayment or unscheduled Balloon Payment allocable to
such mortgage loan will be less than the corresponding amount of interest
accruing on the Certificates, if applicable. In such a case, the Prepayment
Interest Shortfall will generally equal the excess of:

      o     the aggregate amount of interest that would have accrued at the Net
            Mortgage Rate (less the Special Servicing Fee, if the related
            mortgage loan is a Specially Serviced Mortgage Loan) on the
            Scheduled Principal Balance of such mortgage loan for the 30 days
            ending on such Due Date if such Principal Prepayment or Balloon
            Payment had not been made, over

      o     the aggregate interest that did so accrue at the Net Mortgage Rate
            (less the Special Servicing Fee, if the related mortgage loan is a
            Specially Serviced Mortgage Loan) through the date such payment was
            made.

      "Prepayment Premium" means, with respect to any mortgage loan (or any
Serviced Loan Group, as applicable) for any Distribution Date, prepayment
premiums and percentage charges, if any, received during the related Collection
Period in connection with Principal Prepayments on such mortgage loan (or
Serviced Loan Group, as applicable). With respect to Prepayment Premiums
received in respect of any Serviced Loan Group, "Prepayment Premium" means the
amount of such Prepayment Premium allocated to the mortgage loan included in the
trust.


                                     S-208



      "Primary Servicers" mean Principal Global Investors, LLC, Capstone Realty
Advisors, LLC and Midland Loan Services, Inc., and their respective permitted
successors and assigns.

      "Primary Servicing Fee" means the monthly amount, based on the Primary
Servicing Fee Rate, paid as compensation for the primary servicing of the
mortgage loans.

      "Primary Servicing Fee Rate" means a per annum rate set forth in the
Pooling and Servicing Agreement, which is payable each month with respect to a
mortgage loan in connection with the Primary Servicing Fee and which is part of
the Administrative Cost Rate.

      "Principal Balance Certificates" means, upon initial issuance, the Class
A-1, Class A-1A, Class A-2, Class A-3, 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 to, in each case, the extent received or advanced, as the
            case may be, in respect of the mortgage loans and any REO mortgage
            loans 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 Loan or its respective successor REO mortgage loan)) and
            other collections (including Liquidation Proceeds (other than the
            portion thereof, if any, constituting Excess Liquidation Proceeds),
            Condemnation Proceeds, Insurance Proceeds and REO Income (each as
            defined in this prospectus supplement) and proceeds of mortgage loan
            repurchases) that were received on or in respect of the mortgage
            loans (but not in respect of any Serviced Companion Loan or its
            respective successor REO mortgage loan) during the related
            Collection Period and that were identified and applied by a master
            servicer as recoveries of principal thereof.

      The following amounts shall reduce the Principal Distribution Amount (and,
in each case, will be allocated first to the Loan Group Principal Distribution
Amount applicable to the related mortgage loan, and then to the other Loan Group
Principal Distribution Amount) to the extent applicable:

      o     if any Advances previously made in respect of any mortgage loan that
            becomes the subject of a workout are not fully repaid at the time of
            that workout, then those Advances (and Advance interest thereon) are
            reimbursable from amounts allocable to principal on the Mortgage
            Pool during the Collection Period for the related Distribution Date,
            net of any nonrecoverable Advances then outstanding and reimbursable
            from such amounts, and the Principal Distribution Amount will be
            reduced (to not less than zero) by any of those Advances (and
            Advance interest thereon) that are reimbursed from such principal
            collections during that Collection Period (provided that if any of
            those amounts that were reimbursed from such principal collections
            are subsequently recovered on the related mortgage loan, such
            recoveries will increase the Principal Distribution Amount (and will
            be allocated first to such other Loan Group Principal Distribution
            Amount, and then to the Loan Group Principal Distribution Amount
            applicable to the related mortgage loan) for the Distribution Date
            following the Collection Period in which the subsequent recovery
            occurs) for the Distribution Date following the Collection Period in
            which the subsequent recovery occurs); and

      o     if any Advance previously made in respect of any mortgage loan is
            determined to be nonrecoverable, then that Advance (unless the
            applicable party entitled to the reimbursement elects to defer all
            or a portion of the reimbursement as described in this prospectus
            supplement) will be reimbursable (with Advance interest thereon)
            first from amounts allocable to principal on the Mortgage Pool
            during the Collection Period for the related distribution date
            (prior to reimbursement from other collections) and the Principal
            Distribution Amount will be reduced (to not less than zero) by any
            of those Advances (and Advance interest thereon) that are reimbursed
            from such principal collections on the Mortgage Pool during that
            Collection Period (provided that if any of those amounts that were
            reimbursed from such principal collections are subsequently
            recovered (notwithstanding the nonrecoverability determination) on
            the related mortgage loan, such recovery will increase the Principal
            Distribution Amount (and will be allocated first to such


                                     S-209


            other Loan Group Principal Distribution Amount, and then to the Loan
            Group Principal Distribution Amount applicable to the related
            mortgage loan) for the distribution date following the collection
            period in which the subsequent recovery occurs) for the distribution
            date following the Collection Period in which the subsequent
            recovery occurs).

      "Principal Prepayments" means the payments and collections with respect to
principal of the mortgage loans (or Serviced Loan Groups, as the case may be)
that constitute voluntary and involuntary prepayments of principal made prior to
their scheduled Due Dates.

      "PTCE" means a DOL Prohibited Transaction Class Exemption.

      "Purchase Price" means that amount at least equal to the unpaid principal
balance of such mortgage loan, together with accrued but unpaid interest thereon
to but not including the Due Date in the Collection Period in which the purchase
occurs and the amount of any expenses related to such mortgage loan, or the
related REO Property (including, without duplication, any Servicing Advances,
Advance Interest related to such mortgage loan and any Special Servicing Fees
and Liquidation Fees paid with respect to the mortgage loan that are
reimbursable to the master servicers, the primary servicers, the special
servicers or the trustee, plus if such mortgage loan is being repurchased or
substituted for by a mortgage loan seller pursuant to the related Mortgage Loan
Purchase Agreement, all expenses reasonably incurred or to be incurred by the
master servicers, the primary servicers, the special servicers, Morgan Stanley
Capital I Inc. or the trustee in respect of the Material Breach or Material
Document Defect giving rise to the repurchase or substitution obligation (and
that are not otherwise included above)) plus, in connection with a repurchase by
a mortgage loan seller, any Liquidation Fee payable by such mortgage loan seller
in accordance with the proviso contained in the definition of "Liquidation Fee."

      "Qualifying Substitute Mortgage Loan" means a mortgage loan having the
characteristics required in the Pooling and Servicing Agreement and otherwise
satisfying the conditions set forth therein and for which the Rating Agencies
have confirmed in writing that such mortgage loan would not result in a
withdrawal, downgrade or qualification of the then current ratings on the
Certificates.

      "Rated Final Distribution Date" means the Distribution Date in June 2049.

      "Rating Agencies" means Fitch and S&P.

      "RCE Loan REMIC" means the segregated pool of assets consisting of the
mortgage loan identified as Regal Cinema-Eagan (other than the Excess Interest
payable thereon) to be elected by the Paying Agent on behalf of the Trust to be
treated for federal income tax purposes as a REMIC.

      "Realized Losses" means losses arising from the inability of the trustee,
master servicers or the special servicers to collect all amounts due and owing
under any defaulted mortgage loan, including by reason of any modifications to
the terms of a mortgage loan, bankruptcy of the related borrower or a casualty
of any nature at the related mortgaged property, to the extent not covered by
insurance. The Realized Loss, if any, in respect of a liquidated mortgage loan
or related REO Property, will generally equal the excess, if any, of:

      o     the outstanding principal balance of such mortgage loan as of the
            date of liquidation, together with all accrued and unpaid interest
            thereon at the related mortgage rate, over

      o     the aggregate amount of Liquidation Proceeds, if any, recovered in
            connection with such liquidation, net of any portion of such
            liquidation proceeds that is payable or reimbursable in respect of
            related liquidation and other servicing expenses to the extent not
            already included in Expense Losses.

      If the mortgage rate on any such mortgage loan is reduced or a portion of
the debt due under any such mortgage loan is forgiven, whether in connection
with a modification, waiver or amendment granted or agreed to by the applicable
special servicer or in connection with a bankruptcy or similar proceeding
involving the related borrower, the resulting reduction in interest paid and the
principal amount so forgiven, as the case may be, also will be treated as a
Realized Loss. Any reimbursements of Advances determined to be nonrecoverable
(and interest on such Advances) that are made in any Collection Period from
collections of principal that would otherwise be included in the Principal
Distribution Amount for the related Distribution Date, will create a deficit (or
increase an otherwise-


                                     S-210


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) 3 consecutive Scheduled Payments have been made (in the case of any
such mortgage loan (or Serviced Loan Group, as the case may be) that was
modified, based on the modified terms), (b) no other Servicing Transfer Event
has occurred and is continuing (or with respect to determining whether any
mortgage loan as to which an Appraisal Event has occurred is a Rehabilitated
Mortgage Loan, no other Appraisal Event has occurred) and (c) the trust has been
reimbursed for all costs incurred as a result of the occurrence of the Servicing
Transfer Event, such amounts have been forgiven or the related borrower has
agreed to reimburse such costs or, if such costs represent certain Advances, is
obligated to repay such Advances, as more particularly set forth in the Pooling
and Servicing Agreement. No portion of a Serviced Loan Group will constitute a
Rehabilitated Mortgage Loan unless the other portion of the related Serviced
Loan Group also constitutes a Rehabilitated Mortgage Loan.

      "REMIC Regular Certificates" means the Senior Certificates and the
Subordinate Certificates.

      "REO Income" means the income received in connection with the operation of
an REO Property, net of certain expenses specified in the Pooling and Servicing
Agreement. With respect to any Serviced Loan Group, only an allocable portion of
such REO Income will be distributable to the Certificateholders. With respect to
the Non-Trust Serviced Loan Group (if the 2006-PWR14 Special Servicer has
foreclosed upon the mortgaged properties securing the Non-Trust Serviced Pari
Passu Loan), the REO Income includes only the portion of such net income that is
paid to the holder of the Non-Trust Serviced Pari Passu Loan pursuant to the
2006-PWR14 Pooling and Servicing Agreement.

      "REO Mortgage Loan" means any defaulted mortgage loan as to which the
related mortgaged property is REO Property.

      "REO Property" means any mortgaged property (or in the case of the
Non-Trust Serviced Pari Passu Loan, a beneficial interest in such 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.


                                     S-211



      "Scheduled Payment" means, in general, for any mortgage loan (or Serviced
Loan Group, as the case may be) on any Due Date, the amount of the scheduled
payment of principal and interest, or interest only, due thereon on such date,
taking into account any waiver, modification or amendment of the terms of such
mortgage loan (or Serviced Loan Group, as the case may be) subsequent to the
Closing Date, whether agreed to by the applicable special servicer or occurring
in connection with a bankruptcy proceeding involving the related borrower.

      "Scheduled Principal Balance" of any mortgage loan (or Serviced Loan
Group, as the case may be) or REO Mortgage Loan on any Distribution Date will
generally equal the Cut-off Date Balance, as defined above (less any principal
amortization occurring on or prior to the Cut-off Date), thereof, reduced, to
not less than zero, by:

      o     any payments or other collections of principal, or Advances in lieu
            thereof, on such mortgage loan that have been collected or received
            during any preceding Collection Period, other than any Scheduled
            Payments due in any subsequent Collection Period; and

      o     the principal portion of any Realized Loss incurred in respect of
            such mortgage loan during any preceding Collection Period.

      "Senior Certificates" means the Class A Senior Certificates and the Class
X Certificates.

      "Serviced Companion Loan" means any pari passu note or subordinate note
other than the mortgage loan that evidences the related Serviced Loan Group.

      "Serviced Loan Group" means, with respect to a mortgage loan that is
evidenced by more than one notes, the entire mortgage loan, including the
related mortgage loan and the other pari passu notes or subordinate notes.

      "Servicing Advances" means, in general, customary, reasonable and
necessary "out-of-pocket" costs and expenses required to be incurred by each
master servicer in connection with the servicing of the mortgage loan (or
Serviced Loan Group, as the case may be) for which it is acting as master
servicer after a default, whether or not a payment default, delinquency or other
unanticipated event, or in connection with the administration of any REO
Property.

      "Servicing Function Participant" means any person, other than the master
servicers and the special servicers, 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 or the applicable Master Servicer has assumed responsibility for
the servicing activity, as provided for under Regulation AB.

      "Servicing Standard" means the standard by which the master servicers and
the special servicers will service and administer the mortgage loans (or
Serviced Loan Group, as applicable) and/or REO Properties that it is obligated
to service and administer on behalf of the Trustee in the best interests and for
the benefit of the Certificateholders (or, with respect to any Serviced Loan
Group, for the Certificateholders and the holder of the related Serviced
Companion Loans, as a collective whole, but with respect to the Serviced Loan
Groups, taking into account the subordinate nature of the Serviced Companion
Loans that are subordinate notes, if any) (as determined by the applicable
master servicer or the applicable special servicer, as applicable, 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 subject
mortgage loans (or Serviced Loan Groups, as the case may be) and the related
Co-Lender Agreements and, to the extent consistent with the foregoing, further
as follows--

      o     with the same care, skill and diligence as is normal and usual in
            such master servicer's or special servicer's, as applicable, general
            mortgage servicing activities, and in the case of a special
            servicer, its REO property management activities on behalf of third
            parties or on behalf of itself, whichever is higher, with respect to
            mortgage loans that are comparable to those which it is obligated to
            service and administer pursuant to the Pooling and Servicing
            Agreement; and

      o     with a view to the timely collection of all scheduled payments of
            principal and interest under the serviced mortgage loans (or
            Serviced Loan Group, as the case may be) and, in the case of a
            special servicer, if a serviced mortgage loan (or Serviced Loan
            Group, as the case may be) comes into and continues in default


                                     S-212


            and if, in the judgment of such 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 that mortgage loan (or Serviced Loan Group, as the case may be)
            to the Certificateholders, as a collective whole (or, with respect
            to any Serviced Loan Group, to the Certificateholders and the holder
            of the related Serviced Companion Loans, as a collective whole, but
            taking into account the subordinate nature of any Serviced Companion
            Loan that is a subordinate note, if any), on a net present value
            basis (the relevant discounting of anticipated collections that will
            be distributable to the Certificateholders to be performed at the
            rate determined by such special servicer but in any case not less
            than (i) the related Net Mortgage Rate in the case of a mortgage
            loan other than a Serviced Loan Group or (ii) in the case of a
            Serviced Loan Group, the weighted average of the related mortgage
            loan and the Serviced Companion Loans), but

      o     without regard to--

            (a)   any relationship that a master servicer or a special servicer,
                  as the case may be, or any affiliate thereof may have with the
                  related borrower,

            (b)   the ownership of any Certificate or any interest in any
                  Serviced Companion Loan or mezzanine loan by a master servicer
                  or a special servicer, as the case may be, or by any affiliate
                  thereof,

            (c)   a master servicer's obligation to make Advances,

            (d)   a special servicer's obligation to request that a master
                  servicer make Servicing Advances,

            (e)   the right of a master servicer (or any affiliate thereof) or a
                  special servicer (or any affiliate thereof), as the case may
                  be, to receive reimbursement of costs, or the sufficiency of
                  any compensation payable to it, or with respect to any
                  particular transaction, or

            (f)   other than with respect to Capmark, any obligation of a master
                  servicer or any of its affiliates (in their capacity as a
                  mortgage loan seller, if applicable) to cure a breach of a
                  representation or warranty or repurchase the mortgage loan.

      "Servicing Transfer Event" means an instance where an event has occurred
that has caused a mortgage loan (or Serviced Loan Group, as applicable) to
become a Specially Serviced Mortgage Loan.

      "Special Servicer Compensation" means such fees payable to a special
servicer, collectively, the Special Servicing Fee, the Workout Fee and the
Liquidation Fee and any other fees payable to a special servicer pursuant to the
Pooling and Servicing Agreement.

      "Special Servicer Event of Default" means, with respect to a special
servicer under the Pooling and Servicing Agreement, any one of the following
events:

      o     any failure by such special servicer to remit to the paying agent or
            the applicable master servicer within 1 business day of the date
            when due any amount required to be so remitted under the terms of
            the Pooling and Servicing Agreement;

      o     any failure by such special servicer to deposit into any account any
            amount required to be so deposited or remitted under the terms of
            the Pooling and Servicing Agreement which failure continues
            unremedied for 1 business day following the date on which such
            deposit or remittance was first required to be made;

      o     any failure on the part of such special servicer duly to observe or
            perform in any material respect any other of the covenants or
            agreements on the part of such 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
            such special servicer by Morgan Stanley Capital I Inc. or the
            trustee; provided, however, that to the extent that such special
            servicer certifies to the trustee and Morgan Stanley Capital I Inc.
            that such special servicer is in good faith attempting to remedy
            such failure and the Certificateholders shall not be materially and
            adversely affected thereby, such


                                     S-213


            cure period will be extended to the extent necessary to permit such
            special servicer to cure the failure; provided further, that such
            cure period may not exceed 90 days;

      o     any breach by such 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 such special servicer
            by Morgan Stanley Capital I Inc. or the trustee; provided, however,
            that to the extent that such 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 such special
            servicer to cure such failure; provided, further, that such cure
            period may not exceed 90 days;

      o     a decree or order of a court or agency or supervisory authority
            having jurisdiction in the premises in an involuntary case under any
            present or future federal or state bankruptcy, insolvency or similar
            law for the appointment of a conservator, receiver, liquidator,
            trustee or similar official in any bankruptcy, insolvency,
            readjustment of debt, marshalling of assets and liabilities or
            similar proceedings, or for the winding-up or liquidation of its
            affairs, shall have been entered against such special servicer and
            such decree or order shall have remained in force undischarged or
            unstayed for a period of 60 days;

      o     such 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 such
            special servicer or of or relating to all or substantially all of
            its property;

      o     such 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     such special servicer ceases to have a special servicer rating of at
            least "CSS3" from Fitch, or the trustee receives written notice from
            Fitch to the effect that the continuation of such special servicer
            in such capacity would result in the downgrade, qualification or
            withdrawal of any rating then assigned by Fitch to any Class of
            Certificates and citing servicing concerns with such special
            servicer as the sole or a material factor in such rating action, and
            such notice is not rescinded within 60 days; or

      o     such special servicer is no longer listed on S&P's Select Servicer
            List as a U.S. Commercial Mortgage Special Servicer and is not
            reinstated to such status within 60 days.

      Under certain circumstances, the failure by a party to the Pooling and
Servicing Agreement to perform its duties described under "Description of the
Offered Certificates--Evidence as to Compliance" in this prospectus supplement,
or to perform certain other reporting duties imposed on it for purposes of
compliance with Regulation AB and the Exchange Act, will constitute an "Event of
Default" that entitles the Depositor or another party to terminate that party.
In some circumstances, such an "Event of Default" may be waived by the Depositor
in its sole discretion.

      "Special Servicing Fee" means an amount equal to, in any month, the
applicable portion for that month of a rate equal to 0.25% per annum of the
outstanding Scheduled Principal Balance of each Specially Serviced Mortgage
Loan.

      "Specially Serviced Mortgage Loan" means any mortgage loan (or Serviced
Loan Group, as applicable) as to which:

      o     a payment default shall have occurred (i) at its maturity date
            (except, if (a) the borrower is making its regularly scheduled
            monthly payments, (b) the borrower notifies the applicable master
            servicer (who shall forward such notice to the applicable special
            servicer and the Operating Adviser) of its intent to refinance such
            mortgage loan (or Serviced Loan Group, as the case may be) and is
            diligently pursuing such refinancing, (c) the borrower delivers a
            firm commitment to refinance acceptable to the operating adviser


                                     S-214


            on or prior to the maturity date, and (d) such refinancing occurs
            within 60 days of such default, which 60-day period may be extended
            to 120 days at the Operating Adviser's discretion) or (ii) if any
            other payment is more than 60 days past due or has not been made on
            or before the second Due Date following the date such payment was
            due;

      o     to the applicable master servicer's or the applicable special
            servicer's knowledge, the borrower has consented to the appointment
            of a receiver or conservator in any insolvency or similar proceeding
            of or relating to such borrower or to all or substantially all of
            its property, or the borrower has become the subject of a decree or
            order issued under a bankruptcy, insolvency or similar law and such
            decree or order shall have remained undischarged, undismissed or
            unstayed for a period of 30 days;

      o     the applicable master servicer or the applicable special servicer
            shall have received notice of the foreclosure or proposed
            foreclosure of any other lien on the mortgaged property;

      o     the applicable master servicer or the applicable special servicer
            has knowledge of a default (other than a failure by the related
            borrower to pay principal or interest) which, in the judgment of
            such master servicer or special servicer, materially and adversely
            affects the interests of the Certificateholders and which has
            occurred and remains unremedied for the applicable grace period
            specified in such mortgage loan (or, if no grace period is
            specified, 60 days);

      o     the borrower admits in writing its inability to pay its debts
            generally as they become due, files a petition to take advantage of
            any applicable insolvency or reorganization statute, makes an
            assignment for the benefit of its creditors or voluntarily suspends
            payment of its obligations; or

      o     in the good faith and reasonable judgment (in accordance with the
            Servicing Standard) of the applicable master servicer or the
            applicable special servicer, (a) a payment default is imminent or is
            likely to occur within 60 days or (b) any other default is imminent
            or is likely to occur within 60 days and such default, in the
            judgment of the master servicer or special servicer, is reasonably
            likely to materially and adversely affect the interests of the
            Certificateholders or the holders of any related Serviced Companion
            Loan.

      "Sponsor" means each of Prudential Mortgage Capital Funding, LLC,
Principal Commercial Funding II, LLC, Royal Bank of Canada and Morgan Stanley
Mortgage Capital Holdings LLC or any successor thereto.

      "Structuring Assumptions" means the following assumptions:

      o     the mortgage rate on each mortgage loan in effect as of the Closing
            Date remains in effect until maturity or its Anticipated Repayment
            Date, except as otherwise stated in the next succeeding sentence.
            With respect to Mortgage Loan No. 59, 190 Jony Drive, the loan
            requires interest only payments based on an interest rate of 6.82%
            from August 1, 2007 through July 1, 2011. Beginning August 1, 2011
            until the loan is paid in full at the anticipated repayment date of
            July 1, 2017, the loan will require principal and interest payments
            based on an interest rate of 5.77% and a 30-year amortization;

      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 August 23,
            2007;

      o     distributions on the Certificates are made on the 11th day of each
            month;

      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
            Lockout Period, if any, or during any period when Principal
            Prepayments on such mortgage loans are required to be accompanied by
            a Yield


                                     S-215


            Maintenance Charge, and otherwise Principal Prepayments are made on
            the mortgage loans at the indicated levels of CPR, notwithstanding
            any limitations in the mortgage loans on partial prepayments;

      o     in the case that a mortgage loan requires the lesser of a yield
            maintenance charge or a prepayment premium for a Principal
            Prepayment of such mortgage loan, it is assumed that such mortgage
            loan incurs the prepayment premium and not the yield maintenance
            charge;

      o     no Prepayment Interest Shortfalls occur;

      o     no mortgage loan is the subject of a repurchase or substitution by
            the respective mortgage loan seller and no optional termination of
            the trust occurs, unless specifically noted;

      o     each ARD Loan pays in full on its Anticipated Repayment Date;

      o     any mortgage loan with the ability to choose defeasance or yield
            maintenance chooses yield maintenance;

      o     with respect to Mortgage Loan No. 55, Regal Cinema - Eagan, the loan
            was modeled with yield maintenance during the first 24 periods
            following the closing date for the sale of the Certificates,
            followed by defeasance for the remainder of its term (the subsequent
            115 periods prior to the maturity date); and

      o     no holder of a mezzanine loan exercises its option to purchase any
            mortgage loan.

      "Subordinate Certificates" means 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.

      "Subordinate Private Certificates" means the Class B Certificates, 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.

      "Treasury Rate" unless otherwise specified in the related mortgage loan
documents, is the yield calculated by the linear interpolation of the yields, as
reported in Federal Reserve Statistical Release H.15-Selected Interest Rates
under the heading "U.S. government securities/Treasury constant maturities" for
the week ending prior to the date of the relevant principal prepayment, of U.S.
Treasury constant maturities with a maturity date, one longer and one shorter,
most nearly approximating the maturity date (or Anticipated Repayment Date, if
applicable) of the mortgage loan prepaid. If Release H.15 is no longer
published, the master servicer for such mortgage loan will select a comparable
publication to determine the Treasury Rate.

      "Trustee Fee" means a monthly fee as set forth in the Pooling and
Servicing Agreement to be paid from the Distribution Account to the trustee and
the paying agent as compensation for the performance of their duties calculated
at a rate that is part of the Administrative Cost Rate.

      "Underwritable Cash Flow" means an estimate of stabilized cash flow
available for debt service. In general, it is the estimated stabilized revenue
derived from the use and operation of a mortgaged property, consisting primarily
of rental income (and in the case of a residential cooperative mortgage loan,
assuming that the property was operated as a rental property) less the sum of
(a) estimated stabilized operating expenses (such as utilities, administrative
expenses, repairs and maintenance, management fees and advertising), (b) fixed
expenses, such as insurance, real estate taxes (except in the case of certain
mortgage loans included in the trust, where the related borrowers are exempted
from real estate taxes and assessments) and, if applicable, ground lease
payments, and (c) reserves for capital expenditures, including tenant
improvement costs and leasing commissions. Underwritable Cash Flow generally
does not reflect interest expenses and non-cash items such as depreciation and
amortization.

      Underwritable Cash Flow in the case of any mortgage loan that is secured
by a residential cooperative property generally equals projected net operating
income at the related mortgaged property, as determined by the appraisal
obtained in connection with the origination of that loan, assuming such property
was operated as a rental property


                                     S-216



with rents set at prevailing market rates taking into account the presence of
existing rent-controlled or rent-stabilized occupants, reduced by underwritten
capital expenditures, property operating expenses, a market-rate vacancy
assumption and projected reserves.

      "Underwriters" means Morgan Stanley & Co. Incorporated, Bear, Stearns &
Co. Inc., Greenwich Capital Markets, Inc. and RBC Capital Markets Corporation.

      "Underwriting Agreement" means that agreement, dated as of August 9, 2007,
entered into by Morgan Stanley Capital I Inc., Morgan Stanley & Co.
Incorporated, Bear, Stearns & Co. Inc., Greenwich Capital Markets, Inc. and RBC
Capital Markets Corporation.

      "Unpaid Interest" means, on any Distribution Date with respect to any
Class of Certificates (excluding the Residual Certificates and the Class EI
Certificates, the portion of Distributable Certificate Interest for such Class
remaining unpaid as of the close of business on the preceding Distribution Date,
plus one month's interest thereon at the applicable Pass-Through Rate.

      "Weighted Average Net Mortgage Rate" means, for any Distribution Date, the
weighted average of the Net Mortgage Rates for the mortgage loans (in the case
of each mortgage loan that is a Non-30/360 Mortgage Loan, adjusted as described
under the definition of Net Mortgage Rate) weighted on the basis of their
respective Scheduled Principal Balances as of the close of business on the
preceding Distribution Date.

      "Workout Fee" means that fee, payable with respect to any Rehabilitated
Mortgage Loan, equal to 1.00% of the amount of each collection of interest
(other than default interest and Excess Interest) and principal received
(including any Condemnation Proceeds received and applied as a collection of
such interest and principal) on such mortgage loan (or Serviced Loan Group, as
the case may be) for so long as it remains a Rehabilitated Mortgage Loan.

      "Yield Maintenance Charge" means, with respect to any Distribution Date,
the aggregate of all yield maintenance charges, if any, received during the
related Collection Period in connection with Principal Prepayments.

      "Yield Maintenance Minimum Amount" means, with respect to a mortgage loan
that provides for a Yield Maintenance Charge to be paid in connection with any
Principal Prepayment thereon or other early collection of principal thereof, any
specified amount or specified percentage of the amount prepaid which constitutes
the minimum amount that such Yield Maintenance Charge may be.


                                     S-217

                      [THIS PAGE INTENTIONALLY LEFT BLANK.]

                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL

MORTGAGE LOAN SELLERS



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
LOAN SELLER                                    MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

Prudential Mortgage Capital Funding, LLC                   26      749,692,457           36.5      5.854          102       1.35
Principal Commercial Funding II, LLC                       39      423,394,444           20.6      6.048          123       1.32
Royal Bank of Canada                                       34      394,427,182           19.2      5.710          103       1.29
Morgan Stanley Mortgage Capital Holdings LLC               25      391,044,936           19.0      5.993          128       1.70
National City Bank                                         10       95,046,642            4.6      6.183          119       1.29
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    134   $2,053,605,662          100.0%     5.908%         112       1.40X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
LOAN SELLER                                         LTV (%)    LTV (%)
-----------------------------------------------------------------------

Prudential Mortgage Capital Funding, LLC               71.0       67.3
Principal Commercial Funding II, LLC                   68.6       63.1
Royal Bank of Canada                                   75.4       73.5
Morgan Stanley Mortgage Capital Holdings LLC           67.9       56.9
National City Bank                                     75.2       69.8
-----------------------------------------------------------------------
TOTAL:                                                 71.0%      65.8%
=======================================================================


CUT-OFF DATE BALANCES



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
CUT-OFF DATE BALANCE ($)                       MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

<= 2,500,000                                               15       25,852,435            1.3      6.036          140       1.44
2,500,001 - 5,000,000                                      41      140,996,268            6.9      6.006          123       1.39
5,000,001 - 7,500,000                                      12       75,034,932            3.7      5.982          119       1.31
7,500,001 - 10,000,000                                     13      116,947,260            5.7      6.085          127       2.21
10,000,001 - 12,500,000                                    13      139,483,323            6.8      5.809          118       1.24
12,500,001 - 15,000,000                                     9      125,675,112            6.1      6.009          124       1.22
15,000,001 - 17,500,000                                     1       16,803,750            0.8      6.190          119       1.46
17,500,001 - 20,000,000                                     8       95,464,005            4.6      5.738          127       2.15
20,000,001 - 30,000,000                                     5      121,568,000            5.9      5.910          119       1.24
30,000,001 - 40,000,000                                     2       76,452,719            3.7      5.907          118       1.18
40,000,001 - 50,000,000                                     5      188,884,112            9.2      5.942          125       1.23
60,000,001 - 70,000,000                                     2      132,850,556            6.5      5.726           89       1.30
70,000,001 >=                                               8      797,593,189           38.8      5.892          101       1.35
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    134   $2,053,605,662          100.0%     5.908%         112       1.40X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
CUT-OFF DATE BALANCE ($)                            LTV (%)    LTV (%)
-----------------------------------------------------------------------

<= 2,500,000                                           59.0       40.6
2,500,001 - 5,000,000                                  64.9       52.9
5,000,001 - 7,500,000                                  71.6       64.4
7,500,001 - 10,000,000                                 64.9       54.5
10,000,001 - 12,500,000                                75.5       67.9
12,500,001 - 15,000,000                                73.3       67.1
15,000,001 - 17,500,000                                63.9       63.9
17,500,001 - 20,000,000                                61.0       58.9
20,000,001 - 30,000,000                                76.0       74.7
30,000,001 - 40,000,000                                77.1       68.5
40,000,001 - 50,000,000                                70.9       65.3
60,000,001 - 70,000,000                                77.6       71.7
70,000,001 >=                                          71.0       68.4
-----------------------------------------------------------------------
TOTAL:                                                 71.0%      65.8%
=======================================================================


Minimum: $999,186
Maximum: $250,000,000
Weighted Average: $15,325,415


                                       I-1



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL

STATES



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                    NUMBER OF        AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    MORTGAGED     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
STATE                                              PROPERTIES      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

Connecticut                                                 2      253,000,000           12.3      5.654          119       1.05
Texas                                                      14      218,215,017           10.6      6.277          119       1.23
District of Columbia                                        1      215,000,000           10.5      5.779           58       1.80
California                                                 23      183,808,250            9.0      5.796          119       1.28
Georgia                                                     9      116,164,256            5.7      5.834          118       1.35
New York                                                    7      115,479,615            5.6      5.970          137       2.79
Florida                                                    13      107,773,200            5.2      6.071          119       1.23
Ohio                                                       12      102,240,938            5.0      6.168          125       1.25
Indiana                                                     4       75,668,800            3.7      5.771          119       1.26
Tennessee                                                   8       73,630,000            3.6      5.678           65       1.37
Pennsylvania                                               11       46,948,060            2.3      6.100          118       1.16
Oregon                                                      3       46,063,742            2.2      5.648          114       1.23
Virginia                                                   10       43,904,633            2.1      5.944          124       1.29
Massachusetts                                               3       43,528,428            2.1      5.891          141       1.36
Arizona                                                     6       41,462,688            2.0      5.712          118       1.31
Washington                                                  4       38,686,170            1.9      5.578          132       1.32
Maryland                                                    4       38,028,822            1.9      6.142          115       1.33
Idaho                                                       2       32,250,000            1.6      5.726          119       1.36
Arkansas                                                    3       30,790,012            1.5      6.228           93       1.31
Missouri                                                    4       24,432,362            1.2      5.963          117       1.27
New Jersey                                                  5       22,071,705            1.1      6.282          119       1.46
South Carolina                                              5       21,274,690            1.0      5.736          116       1.22
Minnesota                                                   3       19,040,455            0.9      7.016          129       1.05
New Mexico                                                  1       18,000,000            0.9      5.630          119       1.48
Oklahoma                                                    4       17,098,897            0.8      5.928          117       1.20
North Dakota                                                2       15,450,000            0.8      6.014          118       1.19
Illinois                                                    2       13,191,027            0.6      5.684          111       1.63
Kentucky                                                    2       12,974,052            0.6      6.048          155       1.65
Louisiana                                                   4       11,178,809            0.5      5.876          116       1.25
Iowa                                                        1       10,800,000            0.5      5.680          119       1.15
Montana                                                     1       10,000,000            0.5      5.880          120       1.68
Colorado                                                    2        6,317,506            0.3      6.145          118       1.23
New Hampshire                                               1        5,189,955            0.3      6.120          107       1.26
North Carolina                                              3        5,097,089            0.2      5.868          119       1.26
Michigan                                                    1        4,500,000            0.2      6.434          120       1.29
Utah                                                        1        4,400,000            0.2      6.290          120       1.50
Nevada                                                      2        3,599,186            0.2      6.034          119       1.68
Wisconsin                                                   1        3,247,299            0.2      5.990          119       1.24
Alabama                                                     1        3,100,000            0.2      6.030           59       1.25
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    185   $2,053,605,662          100.0%     5.908%         112       1.40X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
STATE                                               LTV (%)    LTV (%)
-----------------------------------------------------------------------

Connecticut                                            68.5       63.8
Texas                                                  69.7       66.1
District of Columbia                                   73.9       73.9
California                                             71.3       65.6
Georgia                                                75.0       72.4
New York                                               49.4       48.1
Florida                                                73.7       69.4
Ohio                                                   76.1       60.7
Indiana                                                77.5       70.1
Tennessee                                              78.9       78.4
Pennsylvania                                           74.2       66.5
Oregon                                                 75.5       73.8
Virginia                                               69.8       57.2
Massachusetts                                          72.0       61.5
Arizona                                                71.5       68.7
Washington                                             68.1       55.1
Maryland                                               68.3       63.3
Idaho                                                  74.4       72.3
Arkansas                                               75.3       72.3
Missouri                                               72.7       69.0
New Jersey                                             71.2       62.9
South Carolina                                         71.9       63.6
Minnesota                                              72.1       45.5
New Mexico                                             75.9       75.9
Oklahoma                                               75.3       65.9
North Dakota                                           67.5       62.2
Illinois                                               68.8       64.7
Kentucky                                               57.7       25.0
Louisiana                                              74.6       63.6
Iowa                                                   80.0       74.6
Montana                                                61.3       61.3
Colorado                                               77.7       67.7
New Hampshire                                          72.7       63.5
North Carolina                                         69.0       58.6
Michigan                                               66.2       60.4
Utah                                                   60.9       52.2
Nevada                                                 49.1       43.3
Wisconsin                                              73.8       62.8
Alabama                                                70.5       68.0
-----------------------------------------------------------------------
TOTAL:                                                 71.0%      65.8%
=======================================================================



                                       I-2



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL

PROPERTY TYPES



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                    NUMBER OF        AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    MORTGAGED     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
PROPERTY TYPE                                      PROPERTIES      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

Office
    Suburban                                               12      363,889,874           17.7      5.715          119       1.14
    Urban                                                   6      282,952,719           13.8      6.155          120       1.58
    Medical                                                 6       39,451,260            1.9      5.938          119       1.21
    Office                                                  1       10,191,000            0.5      5.590          118       1.22
---------------------------------------------------------------------------------------------------------------------------------
            SUBTOTAL:                                      25     $696,484,854           33.9%     5.905%         120       1.32X
                                               ----------------------------------------------------------------------------------
Retail
    Anchored                                               18      205,012,744           10.0      5.724          117       1.31
    Unanchored                                             11       96,029,318            4.7      5.706          122       1.30
    Free Standing                                          13       42,254,235            2.1      6.510          131       1.16
    Specialty                                               1       13,362,112            0.7      5.820          173       1.44
    Shadow Anchored                                         4       13,197,032            0.6      6.151          120       1.47
    Single Tenant                                           1        3,397,506            0.2      6.450          119       1.22
---------------------------------------------------------------------------------------------------------------------------------
            SUBTOTAL:                                      48     $373,252,946           18.2%     5.833%         122       1.30X
                                               ----------------------------------------------------------------------------------
Self Storage
    Self Storage                                           63      313,979,827           15.3      6.000          116       1.25
---------------------------------------------------------------------------------------------------------------------------------
            SUBTOTAL:                                      63     $313,979,827           15.3%     6.000%         116       1.25X
                                               ----------------------------------------------------------------------------------
Multifamily
    Garden                                                 19      176,890,811            8.6      5.807           96       1.32
    Low Rise                                                2       61,150,000            3.0      6.311          119       1.21
    Cooperative                                             1       20,000,000            1.0      5.480          162       5.25
    High Rise                                               1       14,100,000            0.7      6.455          120       1.25
    Mid Rise                                                1        3,400,000            0.2      6.060          119       2.88
---------------------------------------------------------------------------------------------------------------------------------
            SUBTOTAL:                                      24     $275,540,811           13.4%     5.931%         108       1.60X
                                               ----------------------------------------------------------------------------------
Hospitality
    Full Service                                            1      215,000,000           10.5      5.779           58       1.80
    Limited Service                                         6       33,675,801            1.6      6.013          133       1.71
---------------------------------------------------------------------------------------------------------------------------------
            SUBTOTAL:                                       7     $248,675,801           12.1%     5.811%          68       1.79X
                                               ----------------------------------------------------------------------------------
Industrial
    Flex                                                    5       60,508,957            2.9      5.992          127       1.30
    Warehouse                                               4       25,668,047            1.2      6.104          115       1.42
    Light                                                   4        9,094,417            0.4      5.908          119       1.43
---------------------------------------------------------------------------------------------------------------------------------
            SUBTOTAL:                                      13      $95,271,421            4.6%     6.014%         123       1.34X
                                               ----------------------------------------------------------------------------------
Mixed Use
    Retail/Office                                           1       28,800,000            1.4      6.080          118       1.12
---------------------------------------------------------------------------------------------------------------------------------
            SUBTOTAL:                                       1      $28,800,000            1.4%     6.080%         118       1.12X
                                               ----------------------------------------------------------------------------------
Other
    Leased Fee                                              3       18,402,726            0.9      6.158          175       1.03
---------------------------------------------------------------------------------------------------------------------------------
            SUBTOTAL:                                       3      $18,402,726            0.9%     6.158%         175       1.03X
                                               ----------------------------------------------------------------------------------
Manufactured Housing Community
    Manufactured Housing Community                          1        3,197,277            0.2      5.900          119       1.15
---------------------------------------------------------------------------------------------------------------------------------
            SUBTOTAL:                                       1       $3,197,277            0.2%     5.900%         119       1.15X
---------------------------------------------------------------------------------------------------------------------------------
Total:                                                    185   $2,053,605,662          100.0%     5.908%         112       1.40X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
PROPERTY TYPE                                       LTV (%)    LTV (%)
-----------------------------------------------------------------------

Office
    Suburban                                           70.2       65.8
    Urban                                              69.0       64.9
    Medical                                            71.4       64.0
    Office                                             77.2       77.2
-----------------------------------------------------------------------
            SUBTOTAL:                                  69.9%      65.5%
                                               ------------------------
Retail
    Anchored                                           73.0       68.6
    Unanchored                                         71.7       67.0
    Free Standing                                      69.1       47.0
    Specialty                                          60.5       36.4
    Shadow Anchored                                    59.3       52.5
    Single Tenant                                      77.2       66.5
-----------------------------------------------------------------------
            SUBTOTAL:                                  71.4%      64.0%
                                               ------------------------
Self Storage
    Self Storage                                       73.1       64.1
-----------------------------------------------------------------------
            SUBTOTAL:                                  73.1%      64.1%
                                               ------------------------
Multifamily
    Garden                                             77.1       74.6
    Low Rise                                           63.1       62.1
    Cooperative                                        16.5       16.5
    High Rise                                          79.7       72.7
    Mid Rise                                           34.9       31.0
-----------------------------------------------------------------------
            SUBTOTAL:                                  69.2%      67.0%
                                               ------------------------
Hospitality
    Full Service                                       73.9       73.9
    Limited Service                                    62.6       44.1
-----------------------------------------------------------------------
            SUBTOTAL:                                  72.4%      69.9%
                                               ------------------------
Industrial
    Flex                                               70.8       65.2
    Warehouse                                          73.5       67.5
    Light                                              61.1       52.4
-----------------------------------------------------------------------
            SUBTOTAL:                                  70.6%      64.6%
                                               ------------------------
Mixed Use
    Retail/Office                                      80.0       80.0
-----------------------------------------------------------------------
            SUBTOTAL:                                  80.0%      80.0%
                                               ------------------------
Other
    Leased Fee                                         61.3       49.0
-----------------------------------------------------------------------
            SUBTOTAL:                                  61.3%      49.0%
                                               ------------------------
Manufactured Housing Community
    Manufactured Housing Community                     79.9       67.8
-----------------------------------------------------------------------
            SUBTOTAL:                                  79.9%      67.8%
-----------------------------------------------------------------------
Total:                                                 71.0%      65.8%
=======================================================================



                                       I-3



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL

MORTGAGE RATES



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
MORTGAGE RATE (%)                              MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

5.001 - 5.500                                               6      117,053,000            5.7      5.469          126       1.95
5.501 - 5.750                                              27      547,796,435           26.7      5.644          112       1.40
5.751 - 6.000                                              42      676,091,124           32.9      5.819          102       1.46
6.001 - 6.500                                              55      688,233,269           33.5      6.229          119       1.24
6.501 - 7.000                                               3       14,791,380            0.7      6.798          140       1.25
8.001 - 8.500                                               1        9,640,455            0.5      8.240          140       1.00
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    134   $2,053,605,662          100.0%     5.908%         112       1.40X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
MORTGAGE RATE (%)                                   LTV (%)    LTV (%)
-----------------------------------------------------------------------

5.001 - 5.500                                          64.9       64.7
5.501 - 5.750                                          70.6       66.6
5.751 - 6.000                                          73.2       68.3
6.001 - 6.500                                          70.0       63.7
6.501 - 7.000                                          74.3       55.8
8.001 - 8.500                                          66.9       19.3
-----------------------------------------------------------------------
TOTAL:                                                 71.0%      65.8%
=======================================================================


Minimum: 5.460%
Maximum: 8.240%
Weighted Average: 5.908%

SEASONING



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
SEASONING (MOS.)                               MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

0                                                          14      125,415,000            6.1      6.123          108       1.35
1 - 5                                                     113    1,867,837,406           91.0      5.888          111       1.31
6 - 11                                                      5       47,524,487            2.3      5.676          173       5.15
12 - 23                                                     1        3,188,314            0.2      5.650          102       1.36
24 >=                                                       1        9,640,455            0.5      8.240          140       1.00
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    134   $2,053,605,662          100.0%     5.908%         112       1.40X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
SEASONING (MOS.)                                    LTV (%)    LTV (%)
-----------------------------------------------------------------------

0                                                      70.8       67.0
1 - 5                                                  72.0       67.1
6 - 11                                                 32.6       18.8
12 - 23                                                72.0       61.7
24 >=                                                  66.9       19.3
-----------------------------------------------------------------------
TOTAL:                                                 71.0%      65.8%
=======================================================================


Minimum: 0 mos.
Maximum: 98 mos.
Weighted Average: 2 mos.


                                       I-4



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL

ORIGINAL TERMS TO STATED MATURITY



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
ORIGINAL TERM TO STATED MATURITY (MOS.)        MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

<= 60                                                       6      311,600,000           15.2      5.783           58       1.65
61 - 84                                                     2        5,570,590            0.3      6.176           83       1.50
85 - 120                                                  109    1,587,473,199           77.3      5.912          118       1.24
121 - 180                                                  11      125,813,441            6.1      5.947          160       2.73
181 >=                                                      6       23,148,432            1.1      7.070          196       1.08
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    134   $2,053,605,662          100.0%     5.908%         112       1.40X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
ORIGINAL TERM TO STATED MATURITY (MOS.)             LTV (%)    LTV (%)
-----------------------------------------------------------------------

<= 60                                                  75.5       75.4
61 - 84                                                66.6       60.5
85 - 120                                               71.7       67.2
121 - 180                                              50.9       34.7
181 >=                                                 67.2        9.3
-----------------------------------------------------------------------
TOTAL:                                                 71.0%      65.8%
=======================================================================


Minimum: 60 mos.
Maximum: 240 mos.
Weighted Average: 114 mos.

REMAINING TERMS TO STATED MATURITY



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
REMAINING TERM TO STATED MATURITY (MOS.)       MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

<= 60                                                       6      311,600,000           15.2      5.783           58       1.65
61 - 84                                                     2        5,570,590            0.3      6.176           83       1.50
85 - 120                                                  109    1,587,473,199           77.3      5.912          118       1.24
121 - 180                                                  12      135,453,895            6.6      6.110          159       2.61
181 - 240                                                   5       13,507,978            0.7      6.236          235       1.15
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    134   $2,053,605,662          100.0%     5.908%         112       1.40X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
REMAINING TERM TO STATED MATURITY (MOS.)            LTV (%)    LTV (%)
-----------------------------------------------------------------------

<= 60                                                  75.5       75.4
61 - 84                                                66.6       60.5
85 - 120                                               71.7       67.2
121 - 180                                              52.0       33.6
181 - 240                                              67.4        2.2
-----------------------------------------------------------------------
TOTAL:                                                 71.0%      65.8%
=======================================================================


Minimum: 58 mos.
Maximum: 239 mos.
Weighted Average: 112 mos.


                                       I-5



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL

ORIGINAL AMORTIZATION TERMS



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


                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
ORIGINAL AMORTIZATION TERM (MOS.)              MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

BALLOON LOANS
    Interest Only                                          27      959,180,750           46.7      5.865          101       1.61
    181 - 240                                               1        4,156,661            0.2      6.080          235       1.15
    241 - 300                                               7       85,644,944            4.2      6.296          130       1.23
    301 - 360                                              90      971,204,774           47.3      5.915          118       1.20
---------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL:                                                 125   $2,020,187,129           98.4%     5.908%         111       1.40X
                                               ----------------------------------------------------------------------------------

FULLY AMORTIZING LOANS
    121 - 180                                               5       24,067,217            1.2      5.792          176       1.54
    181 - 240                                               4        9,351,317            0.5      6.305          236       1.14
---------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL:                                                   9      $33,418,533            1.6%     5.936%         192       1.43X
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    134   $2,053,605,662          100.0%     5.908%         112       1.40X
=================================================================================================================================


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


                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
ORIGINAL AMORTIZATION TERM (MOS.)                   LTV (%)    LTV (%)
-----------------------------------------------------------------------

BALLOON LOANS
    Interest Only                                      71.1       71.1
    181 - 240                                          66.2        2.1
    241 - 300                                          71.8       52.4
    301 - 360                                          71.5       64.2
-----------------------------------------------------------------------
SUBTOTAL:                                              71.3%      66.8%
                                               ------------------------

FULLY AMORTIZING LOANS
    121 - 180                                          44.7        1.0
    181 - 240                                          67.9        2.3
-----------------------------------------------------------------------
SUBTOTAL:                                              51.2%       1.3%
-----------------------------------------------------------------------
TOTAL:                                                 71.0%      65.8%
=======================================================================


Minimum: 144 mos.
Maximum: 360 mos.
Weighted Average: 349 mos.

REMAINING AMORTIZATION TERMS



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


                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING   AVERAGE
REMAINING AMORTIZATION TERM (MOS.)             MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

BALLOON
    Interest Only                                          27      959,180,750           46.7      5.865          101       1.61
    1 - 180                                                 1        9,640,455            0.5      8.240          140       1.00
    181 - 240                                               1        4,156,661            0.2      6.080          235       1.15
    241 - 300                                               6       76,004,489            3.7      6.049          128       1.26
    301 - 360                                              90      971,204,774           47.3      5.915          118       1.20
---------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL:                                                 125   $2,020,187,129           98.4%     5.908%         111       1.40X
                                               ----------------------------------------------------------------------------------

FULLY AMORTIZING LOANS
    121 - 180                                               5       24,067,217            1.2      5.792          176       1.54
    181 - 240                                               4        9,351,317            0.5      6.305          236       1.14
---------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL:                                                   9      $33,418,533            1.6%     5.936%         192       1.43X
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    134   $2,053,605,662          100.0%     5.908%         112       1.40X
=================================================================================================================================


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


                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
REMAINING AMORTIZATION TERM (MOS.)                  LTV (%)    LTV (%)
-----------------------------------------------------------------------

BALLOON
    Interest Only                                      71.1       71.1
    1 - 180                                            66.9       19.3
    181 - 240                                          66.2        2.1
    241 - 300                                          72.4       56.6
    301 - 360                                          71.5       64.2
-----------------------------------------------------------------------
SUBTOTAL:                                              71.3%      66.8%
                                               ------------------------

FULLY AMORTIZING LOANS
    121 - 180                                          44.7        1.0
    181 - 240                                          67.9        2.3
-----------------------------------------------------------------------
SUBTOTAL:                                              51.2%       1.3%
-----------------------------------------------------------------------
TOTAL:                                                 71.0%      65.8%
=======================================================================


Minimum: 140 mos.
Maximum: 360 mos.
Weighted Average: 348 mos.


                                       I-6



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL

LOAN-TO-VALUE RATIOS



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
LOAN-TO-VALUE RATIO (%)                        MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

<= 10.0                                                     1        9,000,000            0.4      5.530          162      12.77
10.1 - 20.0                                                 1       20,000,000            1.0      5.480          162       5.25
20.1 - 30.0                                                 3        5,319,789            0.3      5.925          125       2.08
30.1 - 40.0                                                 4       12,235,755            0.6      5.817          142       2.19
40.1 - 50.0                                                 5       20,571,590            1.0      5.816          148       1.68
50.1 - 60.0                                                 7       32,568,782            1.6      5.979          133       1.51
60.1 - 70.0                                                40      677,419,791           33.0      6.012          123       1.19
70.1 - 75.0                                                26      610,622,910           29.7      5.887           97       1.46
75.1 - 80.0                                                47      665,867,045           32.4      5.840          110       1.25
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    134   $2,053,605,662          100.0%     5.908%         112       1.40X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
LOAN-TO-VALUE RATIO (%)                             LTV (%)    LTV (%)
-----------------------------------------------------------------------

<= 10.0                                                 7.3        7.3
10.1 - 20.0                                            16.5       16.5
20.1 - 30.0                                            27.1       17.0
30.1 - 40.0                                            35.8       19.2
40.1 - 50.0                                            46.8       21.3
50.1 - 60.0                                            54.9       39.0
60.1 - 70.0                                            66.8       61.3
70.1 - 75.0                                            73.4       69.7
75.1 - 80.0                                            78.0       73.0
-----------------------------------------------------------------------
TOTAL:                                                 71.0%      65.8%
=======================================================================


Minimum: 7.3%
Maximum: 80.0%
Weighted Average: 71.0%

BALLOON LOAN-TO-VALUE RATIOS



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
BALLOON LOAN-TO-VALUE RATIO (%)                MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

<= 10.0                                                    11       46,575,194            2.3      5.870          190       3.60
10.1 - 20.0                                                 2       29,640,455            1.4      6.378          155       3.87
20.1 - 30.0                                                 2        3,896,589            0.2      5.795          119       2.17
30.1 - 40.0                                                 5       25,506,304            1.2      5.872          147       1.82
40.1 - 50.0                                                 4       11,687,918            0.6      5.901          118       1.79
50.1 - 55.0                                                 8       27,148,384            1.3      6.076          119       1.32
55.1 - 60.0                                                20      131,890,883            6.4      6.148          132       1.26
60.1 - 65.0                                                27      650,828,594           31.7      5.887          117       1.18
65.1 - 70.0                                                16      299,607,342           14.6      6.149          118       1.23
70.1 - 75.0                                                23      516,687,000           25.2      5.833           92       1.48
75.1 - 80.0                                                16      310,137,000           15.1      5.694          102       1.30
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    134   $2,053,605,662          100.0%     5.908%         112       1.40X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
BALLOON LOAN-TO-VALUE RATIO (%)                     LTV (%)    LTV (%)
-----------------------------------------------------------------------

<= 10.0                                                44.0        2.5
10.1 - 20.0                                            32.9       17.4
20.1 - 30.0                                            27.2       23.0
30.1 - 40.0                                            50.6       35.2
40.1 - 50.0                                            50.2       44.2
50.1 - 55.0                                            60.0       52.4
55.1 - 60.0                                            67.7       58.1
60.1 - 65.0                                            70.0       63.3
65.1 - 70.0                                            71.4       67.9
70.1 - 75.0                                            75.4       73.8
75.1 - 80.0                                            78.3       78.1
-----------------------------------------------------------------------
TOTAL:                                                 71.0%      65.8%
=======================================================================


Minimum: 0.6%
Maximum: 80.0%
Weighted Average: 65.8%


                                       I-7



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL

DEBT SERVICE COVERAGE RATIOS



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
DEBT SERVICE COVERAGE RATIO (X)                MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

<= 1.00                                                     2       22,640,455            1.1      7.097          162       0.96
1.01 - 1.10                                                 8      276,158,425           13.4      5.675          119       1.05
1.11 - 1.20                                                39      413,079,879           20.1      6.042          122       1.16
1.21 - 1.30                                                37      676,429,563           32.9      5.991          117       1.24
1.31 - 1.40                                                16      235,701,578           11.5      5.775          101       1.38
1.41 - 1.50                                                10      106,407,194            5.2      5.873          126       1.45
1.51 - 1.60                                                 2        9,221,871            0.4      6.316          103       1.54
1.61 - 1.70                                                 7       27,904,407            1.4      5.967          119       1.66
1.71 - 1.80                                                 4      232,253,666           11.3      5.785           65       1.80
1.81 - 1.90                                                 2       10,023,200            0.5      5.757          112       1.85
1.91 - 2.00                                                 1        2,897,403            0.1      5.700          119       1.99
2.01 - 2.50                                                 1        3,995,646            0.2      5.530          119       2.42
2.51 - 3.00                                                 3        7,892,374            0.4      5.911          119       2.74
3.01 >=                                                     2       29,000,000            1.4      5.496          162       7.58
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    134   $2,053,605,662          100.0%     5.908%         112       1.40X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
DEBT SERVICE COVERAGE RATIO (X)                     LTV (%)    LTV (%)
-----------------------------------------------------------------------

<= 1.00                                                63.2       40.8
1.01 - 1.10                                            69.1       63.8
1.11 - 1.20                                            73.2       65.0
1.21 - 1.30                                            72.9       68.1
1.31 - 1.40                                            75.2       71.9
1.41 - 1.50                                            69.4       65.2
1.51 - 1.60                                            65.2       59.4
1.61 - 1.70                                            58.3       52.7
1.71 - 1.80                                            72.3       70.2
1.81 - 1.90                                            59.3       55.6
1.91 - 2.00                                            27.0       22.7
2.01 - 2.50                                            38.1       31.5
2.51 - 3.00                                            40.3       34.7
3.01 >=                                                13.6       13.6
-----------------------------------------------------------------------
TOTAL:                                                 71.0%      65.8%
=======================================================================


Minimum: 0.93x
Maximum: 12.77x
Weighted Average: 1.40x

AMORTIZATION TYPES



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
AMORTIZATION TYPE                              MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

Balloon Loans                                              46      412,869,718           20.1      6.090          120       1.28
Fully Amortizing Loans                                     10       37,575,194            1.8      5.952          197       1.40
Interest Only Loans                                        27      959,180,750           46.7      5.865          101       1.61
Partial IO Balloon Loans                                   51      643,980,000           31.4      5.854          118       1.15
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    134   $2,053,605,662          100.0%     5.908%         112       1.40X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
AMORTIZATION TYPE                                   LTV (%)    LTV (%)
-----------------------------------------------------------------------

Balloon Loans                                          71.4       58.9
Fully Amortizing Loans                                 52.8        1.4
Interest Only Loans                                    71.1       71.1
Partial IO Balloon Loans                               71.5       66.0
-----------------------------------------------------------------------
TOTAL:                                                 71.0%      65.8%
=======================================================================



                                       I-8



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                   TOTAL POOL

PREPAYMENT RESTRICTION ANALYSIS: TOTAL POOL

PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (%) (1)(2)(3)



---------------------------------------------------------------------------------------------------------------------
PREPAYMENT RESTRICTIONS                   AUG-07           AUG-08           AUG-09           AUG-10           AUG-11
---------------------------------------------------------------------------------------------------------------------

Locked Out                                94.19%           94.19%           71.16%           68.96%           55.51%
Yield Maintenance Total                    5.81%            5.81%           28.84%           31.04%           44.49%
Prepayment Premium Points Total            0.00%            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         $2,053,605,662   $2,047,004,367   $2,039,798,795   $2,030,782,328   $2,020,373,254
% Initial Pool Balance                   100.00%           99.68%           99.33%           98.89%           98.38%
---------------------------------------------------------------------------------------------------------------------


PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (CONT'D) (%) (1)(2)(3)



---------------------------------------------------------------------------------------------------------------------
PREPAYMENT RESTRICTIONS                   AUG-12           AUG-13           AUG-14           AUG-15           AUG-16
---------------------------------------------------------------------------------------------------------------------

Locked Out                                59.56%           59.48%           59.27%           58.08%           55.35%
Yield Maintenance Total                   39.99%           40.08%           40.25%           40.35%           42.97%
Prepayment Premium Points Total            0.00%            0.00%            0.04%            0.04%            0.03%
Open                                       0.44%            0.44%            0.44%            1.54%            1.65%
---------------------------------------------------------------------------------------------------------------------
TOTALS                                   100.00%          100.00%          100.00%          100.00%          100.00%
---------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding         $1,697,730,292   $1,680,956,365   $1,657,926,402   $1,638,884,173   $1,524,359,451
% Initial Pool Balance                    82.67%           81.85%           80.73%           79.81%           74.23%
---------------------------------------------------------------------------------------------------------------------


PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (CONT'D) (%) (1)(2)(3)



---------------------------------------------------------------------------------------------------------------------
PREPAYMENT RESTRICTIONS                   AUG-17           AUG-18           AUG-19           AUG-20           AUG-21
---------------------------------------------------------------------------------------------------------------------

Locked Out                                70.28%           69.61%           49.42%           47.71%           63.23%
Yield Maintenance Total                   29.47%           30.28%           50.58%           52.29%            8.00%
Prepayment Premium Points Total            0.25%            0.12%            0.00%            0.00%            0.00%
Open                                       0.00%            0.00%            0.00%            0.00%           28.76%
---------------------------------------------------------------------------------------------------------------------
TOTALS                                   100.00%          100.00%          100.00%          100.00%          100.00%
---------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding           $114,785,560     $109,811,223      $64,523,021      $61,161,747      $28,587,986
% Initial Pool Balance                     5.59%            5.35%            3.14%            2.98%            1.39%
---------------------------------------------------------------------------------------------------------------------


PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (CONT'D) (%) (1)(2)(3)



---------------------------------------------------------------------------------------------------------------------
PREPAYMENT RESTRICTIONS                   AUG-22           AUG-23           AUG-24           AUG-25           AUG-26
---------------------------------------------------------------------------------------------------------------------

Locked Out                                67.63%           67.17%           66.42%           64.87%           47.85%
Yield Maintenance Total                   32.37%           32.83%           33.58%           35.13%           40.06%
Prepayment Premium Points Total            0.00%            0.00%            0.00%            0.00%            0.00%
Open                                       0.00%            0.00%            0.00%            0.00%           12.09%
---------------------------------------------------------------------------------------------------------------------
TOTALS                                   100.00%          100.00%          100.00%          100.00%          100.00%
---------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding             $5,032,697       $4,130,324       $3,169,861       $2,146,222       $1,055,939
% Initial Pool Balance                     0.25%            0.20%            0.15%            0.10%            0.05%
---------------------------------------------------------------------------------------------------------------------


Notes:

(1)   The above analysis is based on the Structuring Assumptions and a 0% CPR as
      discussed in the Free Writing Prospectus

(2)   See Appendix II of the Free Writing Prospectus for a description of the
      Yield Maintenance

(3)   Def/YM1 loans have been modeled as Yield Maintenance.


                                       I-9



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1

MORTGAGE LOAN SELLERS



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
LOAN SELLER                                    MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

Prudential Mortgage Capital Funding, LLC                   21      680,257,447           38.3      5.814          100       1.36
Morgan Stanley Mortgage Capital Holdings LLC               23      364,287,936           20.5      6.029          126       1.51
Principal Commercial Funding II, LLC                       32      361,317,167           20.4      6.088          123       1.32
Royal Bank of Canada                                       31      310,033,382           17.5      5.717          112       1.27
National City Bank                                          6       58,971,642            3.3      6.052          118       1.29
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    113   $1,774,867,574          100.0%     5.905%         113       1.36X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
LOAN SELLER                                         LTV (%)    LTV (%)
-----------------------------------------------------------------------

Prudential Mortgage Capital Funding, LLC               71.8       67.8
Morgan Stanley Mortgage Capital Holdings LLC           70.5       58.9
Principal Commercial Funding II, LLC                   67.4       61.7
Royal Bank of Canada                                   74.4       72.3
National City Bank                                     75.4       70.3
-----------------------------------------------------------------------
TOTAL:                                                 71.2%      65.6%
=======================================================================


CUT-OFF DATE BALANCES



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
CUT-OFF DATE BALANCE ($)                       MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

<= 2,500,000                                               13       22,027,435            1.2      6.003          143       1.45
2,500,001 - 5,000,000                                      37      127,313,980            7.2      6.011          124       1.37
5,000,001 - 7,500,000                                       8       48,734,131            2.7      5.942          119       1.33
7,500,001 - 10,000,000                                     11       98,907,260            5.6      6.085          128       2.38
10,000,001 - 12,500,000                                    11      115,723,323            6.5      5.832          118       1.23
12,500,001 - 15,000,000                                     6       82,045,112            4.6      5.891          126       1.22
15,000,001 - 17,500,000                                     1       16,803,750            0.9      6.190          119       1.46
17,500,001 - 20,000,000                                     6       57,464,005            3.2      5.862          118       1.27
20,000,001 - 30,000,000                                     5      121,568,000            6.8      5.910          119       1.24
30,000,001 - 40,000,000                                     2       76,452,719            4.3      5.907          118       1.18
40,000,001 - 50,000,000                                     4      142,384,112            8.0      5.825          127       1.24
60,000,001 - 70,000,000                                     1       67,850,556            3.8      5.790          119       1.24
70,000,001 >=                                               8      797,593,189           44.9      5.892          101       1.35
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    113   $1,774,867,574          100.0%     5.905%         113       1.36X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
CUT-OFF DATE BALANCE ($)                            LTV (%)    LTV (%)
-----------------------------------------------------------------------

<= 2,500,000                                           56.9       36.2
2,500,001 - 5,000,000                                  64.9       52.4
5,000,001 - 7,500,000                                  69.6       62.8
7,500,001 - 10,000,000                                 63.8       51.9
10,000,001 - 12,500,000                                75.0       66.3
12,500,001 - 15,000,000                                71.2       64.6
15,000,001 - 17,500,000                                63.9       63.9
17,500,001 - 20,000,000                                71.8       68.3
20,000,001 - 30,000,000                                76.0       74.7
30,000,001 - 40,000,000                                77.1       68.5
40,000,001 - 50,000,000                                74.4       67.0
60,000,001 - 70,000,000                                75.3       63.7
70,000,001 >=                                          71.0       68.4
-----------------------------------------------------------------------
TOTAL:                                                 71.2%      65.6%
=======================================================================


Minimum: $999,186
Maximum: $250,000,000
Weighted Average: $15,706,793


                                      I-10



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1

STATES



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                    NUMBER OF        AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    MORTGAGED     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
STATE                                              PROPERTIES      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

Connecticut                                                 2      253,000,000           14.3      5.654          119       1.05
District of Columbia                                        1      215,000,000           12.1      5.779           58       1.80
Texas                                                      12      208,530,007           11.7      6.277          119       1.23
California                                                 23      183,808,250           10.4      5.796          119       1.28
Florida                                                    13      107,773,200            6.1      6.071          119       1.23
Georgia                                                     6       90,544,256            5.1      5.803          118       1.40
Ohio                                                       10       86,015,938            4.8      6.114          126       1.25
Indiana                                                     2       56,275,000            3.2      5.769          119       1.21
New York                                                    5       48,979,615            2.8      5.858          144       3.30
Pennsylvania                                               11       46,948,060            2.6      6.100          118       1.16
Oregon                                                      3       46,063,742            2.6      5.648          114       1.23
Virginia                                                   10       43,904,633            2.5      5.944          124       1.29
Massachusetts                                               3       43,528,428            2.5      5.891          141       1.36
Arizona                                                     6       41,462,688            2.3      5.712          118       1.31
Washington                                                  4       38,686,170            2.2      5.578          132       1.32
Maryland                                                    4       38,028,822            2.1      6.142          115       1.33
Idaho                                                       2       32,250,000            1.8      5.726          119       1.36
South Carolina                                              5       21,274,690            1.2      5.736          116       1.22
Arkansas                                                    2       16,140,012            0.9      6.121           69       1.36
New Jersey                                                  3       15,474,427            0.9      6.410          119       1.21
North Dakota                                                2       15,450,000            0.9      6.014          118       1.19
Minnesota                                                   2       14,790,455            0.8      7.376          132       1.02
Illinois                                                    2       13,191,027            0.7      5.684          111       1.63
Louisiana                                                   4       11,178,809            0.6      5.876          116       1.25
Iowa                                                        1       10,800,000            0.6      5.680          119       1.15
Oklahoma                                                    3       10,341,897            0.6      6.156          116       1.24
Montana                                                     1       10,000,000            0.6      5.880          120       1.68
Tennessee                                                   3        8,630,000            0.5      5.814          118       1.37
Kentucky                                                    1        7,774,052            0.4      5.830          179       1.73
Colorado                                                    2        6,317,506            0.4      6.145          118       1.23
New Hampshire                                               1        5,189,955            0.3      6.120          107       1.26
North Carolina                                              3        5,097,089            0.3      5.868          119       1.26
Michigan                                                    1        4,500,000            0.3      6.434          120       1.29
Utah                                                        1        4,400,000            0.2      6.290          120       1.50
Nevada                                                      2        3,599,186            0.2      6.034          119       1.68
Missouri                                                    2        3,572,362            0.2      6.117          111       1.25
Wisconsin                                                   1        3,247,299            0.2      5.990          119       1.24
Alabama                                                     1        3,100,000            0.2      6.030           59       1.25
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    160   $1,774,867,574          100.0%     5.905%         113       1.36X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
STATE                                               LTV (%)    LTV (%)
-----------------------------------------------------------------------

Connecticut                                            68.5       63.8
District of Columbia                                   73.9       73.9
Texas                                                  69.4       66.0
California                                             71.3       65.6
Florida                                                73.7       69.4
Georgia                                                74.1       72.3
Ohio                                                   75.5       58.4
Indiana                                                78.2       69.7
New York                                               52.5       49.5
Pennsylvania                                           74.2       66.5
Oregon                                                 75.5       73.8
Virginia                                               69.8       57.2
Massachusetts                                          72.0       61.5
Arizona                                                71.5       68.7
Washington                                             68.1       55.1
Maryland                                               68.3       63.3
Idaho                                                  74.4       72.3
South Carolina                                         71.9       63.6
Arkansas                                               77.8       76.1
New Jersey                                             77.4       68.9
North Dakota                                           67.5       62.2
Minnesota                                              71.4       38.5
Illinois                                               68.8       64.7
Louisiana                                              74.6       63.6
Iowa                                                   80.0       74.6
Oklahoma                                               72.5       62.2
Montana                                                61.3       61.3
Tennessee                                              70.6       66.1
Kentucky                                               51.7        1.1
Colorado                                               77.7       67.7
New Hampshire                                          72.7       63.5
North Carolina                                         69.0       58.6
Michigan                                               66.2       60.4
Utah                                                   60.9       52.2
Nevada                                                 49.1       43.3
Missouri                                               73.0       61.5
Wisconsin                                              73.8       62.8
Alabama                                                70.5       68.0
-----------------------------------------------------------------------
TOTAL:                                                 71.2%      65.6%
=======================================================================



                                      I-11



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1

PROPERTY TYPES



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                    NUMBER OF        AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    MORTGAGED     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
PROPERTY TYPE                                      PROPERTIES      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

Office
    Suburban                                               12      363,889,874           20.5      5.715          119       1.14
    Urban                                                   6      282,952,719           15.9      6.155          120       1.58
    Medical                                                 6       39,451,260            2.2      5.938          119       1.21
    Office                                                  1       10,191,000            0.6      5.590          118       1.22
---------------------------------------------------------------------------------------------------------------------------------
            SUBTOTAL:                                      25     $696,484,854           39.2%     5.905%         120       1.32X
                                               ----------------------------------------------------------------------------------
Retail
    Anchored                                               18      205,012,744           11.6      5.724          117       1.31
    Unanchored                                             11       96,029,318            5.4      5.706          122       1.30
    Free Standing                                          13       42,254,235            2.4      6.510          131       1.16
    Specialty                                               1       13,362,112            0.8      5.820          173       1.44
    Shadow Anchored                                         4       13,197,032            0.7      6.151          120       1.47
    Single Tenant                                           1        3,397,506            0.2      6.450          119       1.22
---------------------------------------------------------------------------------------------------------------------------------
            SUBTOTAL:                                      48     $373,252,946           21.0%     5.833%         122       1.30X
                                               ----------------------------------------------------------------------------------
Self Storage
    Self Storage                                           63      313,979,827           17.7      6.000          116       1.25
---------------------------------------------------------------------------------------------------------------------------------
            SUBTOTAL:                                      63     $313,979,827           17.7%     6.000%         116       1.25X
                                               ----------------------------------------------------------------------------------
Hospitality
    Full Service                                            1      215,000,000           12.1      5.779           58       1.80
    Limited Service                                         6       33,675,801            1.9      6.013          133       1.71
---------------------------------------------------------------------------------------------------------------------------------
            SUBTOTAL:                                       7     $248,675,801           14.0%     5.811%          68       1.79X
                                               ----------------------------------------------------------------------------------
Industrial
    Flex                                                    5       60,508,957            3.4      5.992          127       1.30
    Warehouse                                               4       25,668,047            1.4      6.104          115       1.42
    Light                                                   4        9,094,417            0.5      5.908          119       1.43
---------------------------------------------------------------------------------------------------------------------------------
            SUBTOTAL:                                      13      $95,271,421            5.4%     6.014%         123       1.34X
                                               ----------------------------------------------------------------------------------
Mixed Use
    Office/Retail                                           1       28,800,000            1.6      6.080          118       1.12
---------------------------------------------------------------------------------------------------------------------------------
            SUBTOTAL:                                       1      $28,800,000            1.6%     6.080%         118       1.12X
                                               ----------------------------------------------------------------------------------
Other
    Leased Fee                                              3       18,402,726            1.0      6.158          175       1.03
---------------------------------------------------------------------------------------------------------------------------------
            SUBTOTAL:                                       3      $18,402,726            1.0%     6.158%         175       1.03X
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    160   $1,774,867,574          100.0%     5.905%         113       1.36X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
PROPERTY TYPE                                       LTV (%)    LTV (%)
-----------------------------------------------------------------------

Office
    Suburban                                           70.2       65.8
    Urban                                              69.0       64.9
    Medical                                            71.4       64.0
    Office                                             77.2       77.2
-----------------------------------------------------------------------
            SUBTOTAL:                                  69.9%      65.5%
                                               ------------------------
Retail
    Anchored                                           73.0       68.6
    Unanchored                                         71.7       67.0
    Free Standing                                      69.1       47.0
    Specialty                                          60.5       36.4
    Shadow Anchored                                    59.3       52.5
    Single Tenant                                      77.2       66.5
-----------------------------------------------------------------------
            SUBTOTAL:                                  71.4%      64.0%
                                               ------------------------
Self Storage
    Self Storage                                       73.1       64.1
-----------------------------------------------------------------------
            SUBTOTAL:                                  73.1%      64.1%
                                               ------------------------
Hospitality
    Full Service                                       73.9       73.9
    Limited Service                                    62.6       44.1
-----------------------------------------------------------------------
            SUBTOTAL:                                  72.4%      69.9%
                                               ------------------------
Industrial
    Flex                                               70.8       65.2
    Warehouse                                          73.5       67.5
    Light                                              61.1       52.4
-----------------------------------------------------------------------
            SUBTOTAL:                                  70.6%      64.6%
                                               ------------------------
Mixed Use
    Office/Retail                                      80.0       80.0
-----------------------------------------------------------------------
            SUBTOTAL:                                  80.0%      80.0%
                                               ------------------------
Other
    Leased Fee                                         61.3       49.0
-----------------------------------------------------------------------
            SUBTOTAL:                                  61.3%      49.0%
-----------------------------------------------------------------------
TOTAL:                                                 71.2%      65.6%
=======================================================================



                                      I-12



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1

MORTGAGE RATES



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
MORTGAGE RATE (%)                              MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

5.001 - 5.500                                               5       97,053,000            5.5      5.467          119       1.28
5.501 - 5.750                                              23      446,139,435           25.1      5.644          120       1.41
5.751 - 6.000                                              36      631,163,846           35.6      5.815          100       1.48
6.001 - 6.500                                              45      576,079,458           32.5      6.217          119       1.23
6.501 - 7.000                                               3       14,791,380            0.8      6.798          140       1.25
8.001 - 8.500                                               1        9,640,455            0.5      8.240          140       1.00
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    113   $1,774,867,574          100.0%     5.905%         113       1.36X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
MORTGAGE RATE (%)                                   LTV (%)    LTV (%)
-----------------------------------------------------------------------

5.001 - 5.500                                          74.9       74.6
5.501 - 5.750                                          68.8       63.9
5.751 - 6.000                                          72.9       68.0
6.001 - 6.500                                          70.6       63.7
6.501 - 7.000                                          74.3       55.8
8.001 - 8.500                                          66.9       19.3
-----------------------------------------------------------------------
TOTAL:                                                 71.2%      65.6%
=======================================================================


Minimum: 5.460%
Maximum: 8.240%
Weighted Average: 5.905%

SEASONING



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
SEASONING (MOS.)                               MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

0                                                          12      109,190,000            6.2      6.075          107       1.36
1 - 5                                                      95    1,625,324,318           91.6      5.881          112       1.30
6 - 11                                                      4       27,524,487            1.6      5.819          181       5.08
12 - 23                                                     1        3,188,314            0.2      5.650          102       1.36
24 >=                                                       1        9,640,455            0.5      8.240          140       1.00
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    113   $1,774,867,574          100.0%     5.905%         113       1.36X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
SEASONING (MOS.)                                    LTV (%)    LTV (%)
-----------------------------------------------------------------------

0                                                      69.5       66.2
1 - 5                                                  71.8       66.6
6 - 11                                                 44.3       20.5
12 - 23                                                72.0       61.7
24 >=                                                  66.9       19.3
-----------------------------------------------------------------------
TOTAL:                                                 71.2%      65.6%
=======================================================================


Minimum: 0 mos.
Maximum: 98 mos.
Weighted Average: 2 mos.


                                      I-13



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1

ORIGINAL TERMS TO STATED MATURITY



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
ORIGINAL TERM TO STATED MATURITY (MOS.)        MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

<= 60                                                       5      246,600,000           13.9      5.816           58       1.73
61 - 84                                                     2        5,570,590            0.3      6.176           83       1.50
85 - 120                                                   90    1,393,735,111           78.5      5.890          118       1.24
121 - 180                                                  10      105,813,441            6.0      6.035          160       2.26
181 >=                                                      6       23,148,432            1.3      7.070          196       1.08
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    113   $1,774,867,574          100.0%     5.905%         113       1.36X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
ORIGINAL TERM TO STATED MATURITY (MOS.)             LTV (%)    LTV (%)
-----------------------------------------------------------------------

<= 60                                                  74.3       74.1
61 - 84                                                66.6       60.5
85 - 120                                               71.8       67.1
121 - 180                                              57.4       38.1
181 >=                                                 67.2        9.3
-----------------------------------------------------------------------
TOTAL:                                                 71.2%      65.6%
=======================================================================


Minimum: 60 mos.
Maximum: 240 mos.
Weighted Average: 115 mos.

REMAINING TERMS TO STATED MATURITY



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
REMAINING TERM TO STATED MATURITY (MOS.)       MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

<= 60                                                       5      246,600,000           13.9      5.816           58       1.73
61 - 84                                                     2        5,570,590            0.3      6.176           83       1.50
85 - 120                                                   90    1,393,735,111           78.5      5.890          118       1.24
121 - 180                                                  11      115,453,895            6.5      6.219          158       2.15
181 - 240                                                   5       13,507,978            0.8      6.236          235       1.15
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    113   $1,774,867,574          100.0%     5.905%         113       1.36X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
REMAINING TERM TO STATED MATURITY (MOS.)            LTV (%)    LTV (%)
-----------------------------------------------------------------------

<= 60                                                  74.3       74.1
61 - 84                                                66.6       60.5
85 - 120                                               71.8       67.1
121 - 180                                              58.2       36.5
181 - 240                                              67.4        2.2
-----------------------------------------------------------------------
TOTAL:                                                 71.2%      65.6%
=======================================================================


Minimum: 58 mos.
Maximum: 239 mos.
Weighted Average: 113 mos.


                                      I-14



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1

ORIGINAL AMORTIZATION TERMS



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
ORIGINAL AMORTIZATION TERM (MOS.)              MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

BALLOON LOANS
    Interest Only                                          21      788,780,750           44.4      5.871          101       1.56
    181 - 240                                               1        4,156,661            0.2      6.080          235       1.15
    241 - 300                                               7       85,644,944            4.8      6.296          130       1.23
    301 - 360                                              75      862,866,686           48.6      5.894          118       1.19
---------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL:                                                 104   $1,741,449,041           98.1%     5.904%         111       1.36X
                                               ----------------------------------------------------------------------------------

FULLY AMORTIZING LOANS
    121 - 180                                               5       24,067,217            1.4      5.792          176       1.54
    181 - 240                                               4        9,351,317            0.5      6.305          236       1.14
---------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL:                                                   9      $33,418,533            1.9%     5.936%         192       1.43X
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    113   $1,774,867,574          100.0%     5.905%         113       1.36X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
ORIGINAL AMORTIZATION TERM (MOS.)                   LTV (%)    LTV (%)
-----------------------------------------------------------------------

BALLOON LOANS
    Interest Only                                      72.3       72.3
    181 - 240                                          66.2        2.1
    241 - 300                                          71.8       52.4
    301 - 360                                          71.0       63.5
-----------------------------------------------------------------------
SUBTOTAL:                                              71.6%      66.8%
                                               ------------------------

FULLY AMORTIZING LOANS
    121 - 180                                          44.7        1.0
    181 - 240                                          67.9        2.3
-----------------------------------------------------------------------
SUBTOTAL:                                              51.2%       1.3%
-----------------------------------------------------------------------
TOTAL:                                                 71.2%      65.6%
=======================================================================


Minimum: 144 mos.
Maximum: 360 mos.
Weighted Average: 348 mos.

REMAINING AMORTIZATION TERMS



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


                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING   AVERAGE
REMAINING AMORTIZATION TERM (MOS.)             MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

BALLOON
    Interest Only                                          21      788,780,750           44.4      5.871          101       1.56
    1 - 180                                                 1        9,640,455            0.5      8.240          140       1.00
    181 - 240                                               1        4,156,661            0.2      6.080          235       1.15
    241 - 300                                               6       76,004,489            4.3      6.049          128       1.26
    301 - 360                                              75      862,866,686           48.6      5.894          118       1.19
---------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL:                                                 104   $1,741,449,041           98.1%     5.904%         111       1.36X
                                               ----------------------------------------------------------------------------------

FULLY AMORTIZING LOANS
    121 - 180                                               5       24,067,217            1.4      5.792          176       1.54
    181 - 240                                               4        9,351,317            0.5      6.305          236       1.14
---------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL:                                                   9      $33,418,533            1.9%     5.936%         192       1.43X
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    113   $1,774,867,574          100.0%     5.905%         113       1.36X
=================================================================================================================================


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


                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
REMAINING AMORTIZATION TERM (MOS.)                  LTV (%)    LTV (%)
-----------------------------------------------------------------------

BALLOON
    Interest Only                                      72.3       72.3
    1 - 180                                            66.9       19.3
    181 - 240                                          66.2        2.1
    241 - 300                                          72.4       56.6
    301 - 360                                          71.0       63.5
-----------------------------------------------------------------------
SUBTOTAL:                                              71.6%      66.8%
                                               ------------------------

FULLY AMORTIZING LOANS
    121 - 180                                          44.7        1.0
    181 - 240                                          67.9        2.3
-----------------------------------------------------------------------
SUBTOTAL:                                              51.2%       1.3%
-----------------------------------------------------------------------
TOTAL:                                                 71.2%      65.6%
=======================================================================


Minimum: 140 mos.
Maximum: 360 mos.
Weighted Average: 347 mos.


                                      I-15



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1

LOAN-TO-VALUE RATIOS



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
LOAN-TO-VALUE RATIO (%)                        MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

<= 10.0                                                     1        9,000,000            0.5      5.530          162      12.77
20.1 - 30.0                                                 3        5,319,789            0.3      5.925          125       2.08
30.1 - 40.0                                                 3        8,835,755            0.5      5.723          150       1.92
40.1 - 50.0                                                 5       20,571,590            1.2      5.816          148       1.68
50.1 - 60.0                                                 7       32,568,782            1.8      5.979          133       1.51
60.1 - 70.0                                                35      612,184,781           34.5      5.984          124       1.18
70.1 - 75.0                                                23      584,229,110           32.9      5.875           96       1.47
75.1 - 80.0                                                36      502,157,768           28.3      5.850          115       1.22
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    113   $1,774,867,574          100.0%     5.905%         113       1.36X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
LOAN-TO-VALUE RATIO (%)                             LTV (%)    LTV (%)
-----------------------------------------------------------------------

<= 10.0                                                 7.3        7.3
20.1 - 30.0                                            27.1       17.0
30.1 - 40.0                                            36.1       14.7
40.1 - 50.0                                            46.8       21.3
50.1 - 60.0                                            54.9       39.0
60.1 - 70.0                                            67.3       61.4
70.1 - 75.0                                            73.4       69.8
75.1 - 80.0                                            77.7       71.8
-----------------------------------------------------------------------
TOTAL:                                                 71.2%      65.6%
=======================================================================


Minimum: 7.3%
Maximum: 80.0%
Weighted Average: 71.2%

BALLOON LOAN-TO-VALUE RATIOS



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
BALLOON LOAN-TO-VALUE RATIO (%)                MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

<= 10.0                                                    11       46,575,194            2.6      5.870          190       3.60
10.1 - 20.0                                                 1        9,640,455            0.5      8.240          140       1.00
20.1 - 30.0                                                 2        3,896,589            0.2      5.795          119       2.17
30.1 - 40.0                                                 4       22,106,304            1.2      5.843          152       1.66
40.1 - 50.0                                                 4       11,687,918            0.7      5.901          118       1.79
50.1 - 55.0                                                 8       27,148,384            1.5      6.076          119       1.32
55.1 - 60.0                                                18      127,355,872            7.2      6.149          132       1.26
60.1 - 65.0                                                23      582,634,794           32.8      5.844          117       1.17
65.1 - 70.0                                                13      277,510,065           15.6      6.148          118       1.23
70.1 - 75.0                                                17      462,935,000           26.1      5.802           89       1.51
75.1 - 80.0                                                12      203,377,000           11.5      5.711          113       1.26
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    113   $1,774,867,574          100.0%     5.905%         113       1.36X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
BALLOON LOAN-TO-VALUE RATIO (%)                     LTV (%)    LTV (%)
-----------------------------------------------------------------------

<= 10.0                                                44.0        2.5
10.1 - 20.0                                            66.9       19.3
20.1 - 30.0                                            27.2       23.0
30.1 - 40.0                                            53.0       35.8
40.1 - 50.0                                            50.2       44.2
50.1 - 55.0                                            60.0       52.4
55.1 - 60.0                                            67.7       58.1
60.1 - 65.0                                            70.9       63.5
65.1 - 70.0                                            71.2       67.8
70.1 - 75.0                                            74.9       73.8
75.1 - 80.0                                            78.0       77.9
-----------------------------------------------------------------------
TOTAL:                                                 71.2%      65.6%
=======================================================================


Minimum: 0.6%
Maximum: 80.0%
Weighted Average: 65.6%


                                      I-16



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1

DEBT SERVICE COVERAGE RATIOS



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
DEBT SERVICE COVERAGE RATIO (X)                MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

<= 1.00                                                     2       22,640,455            1.3      7.097          162       0.96
1.01 - 1.10                                                 8      276,158,425           15.6      5.675          119       1.05
1.11 - 1.20                                                32      316,595,601           17.8      6.038          124       1.16
1.21 - 1.30                                                31      628,800,753           35.4      5.968          117       1.24
1.31 - 1.40                                                14      168,576,578            9.5      5.811          117       1.38
1.41 - 1.50                                                 7       67,507,194            3.8      5.942          130       1.44
1.51 - 1.60                                                 1        4,021,871            0.2      6.240           83       1.55
1.61 - 1.70                                                 7       27,904,407            1.6      5.967          119       1.66
1.71 - 1.80                                                 4      232,253,666           13.1      5.785           65       1.80
1.81 - 1.90                                                 2       10,023,200            0.6      5.757          112       1.85
1.91 - 2.00                                                 1        2,897,403            0.2      5.700          119       1.99
2.01 - 2.50                                                 1        3,995,646            0.2      5.530          119       2.42
2.51 - 3.00                                                 2        4,492,374            0.3      5.798          118       2.64
3.01 >=                                                     1        9,000,000            0.5      5.530          162      12.77
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    113   $1,774,867,574          100.0%     5.905%         113       1.36X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
DEBT SERVICE COVERAGE RATIO (X)                     LTV (%)    LTV (%)
-----------------------------------------------------------------------

<= 1.00                                                63.2       40.8
1.01 - 1.10                                            69.1       63.8
1.11 - 1.20                                            74.2       64.4
1.21 - 1.30                                            72.8       68.0
1.31 - 1.40                                            73.2       68.7
1.41 - 1.50                                            67.3       60.8
1.51 - 1.60                                            63.3       57.6
1.61 - 1.70                                            58.3       52.7
1.71 - 1.80                                            72.3       70.2
1.81 - 1.90                                            59.3       55.6
1.91 - 2.00                                            27.0       22.7
2.01 - 2.50                                            38.1       31.5
2.51 - 3.00                                            44.4       37.5
3.01 >=                                                 7.3        7.3
-----------------------------------------------------------------------
TOTAL:                                                 71.2%      65.6%
=======================================================================


Minimum: 0.93x
Maximum: 12.77x
Weighted Average: 1.36x

AMORTIZATION TYPES



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
AMORTIZATION TYPE                              MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

Balloon Loans                                              43      399,343,630           22.5      6.092          121       1.29
Fully Amortizing Loans                                     10       37,575,194            2.1      5.952          197       1.40
Interest Only Loans                                        21      788,780,750           44.4      5.871          101       1.56
Partial IO Balloon Loans                                   39      549,168,000           30.9      5.813          118       1.13
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                    113   $1,774,867,574          100.0%     5.905%         113       1.36X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
AMORTIZATION TYPE                                   LTV (%)    LTV (%)
-----------------------------------------------------------------------

Balloon Loans                                          71.3       58.7
Fully Amortizing Loans                                 52.8        1.4
Interest Only Loans                                    72.3       72.3
Partial IO Balloon Loans                               70.8       65.3
-----------------------------------------------------------------------
TOTAL:                                                 71.2%      65.6%
=======================================================================



                                      I-17



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 1

PREPAYMENT RESTRICTION ANALYSIS: LOAN GROUP 1

PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (%) (1)(2)(3)



---------------------------------------------------------------------------------------------------------------------
PREPAYMENT RESTRICTIONS                   AUG-07           AUG-08           AUG-09           AUG-10           AUG-11
---------------------------------------------------------------------------------------------------------------------

Locked Out                                94.13%           94.13%           68.88%           66.32%           50.71%
Yield Maintenance Total                    5.87%            5.87%           31.12%           33.68%           49.29%
Prepayment Premium Points Total            0.00%            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         $1,774,867,574   $1,768,418,941   $1,761,380,691   $1,752,601,379   $1,742,732,983
% Initial Pool Balance                   100.00%           99.64%           99.24%           98.75%           98.19%
---------------------------------------------------------------------------------------------------------------------


PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (CONT'D) (%) (1)(2)(3)



---------------------------------------------------------------------------------------------------------------------
PREPAYMENT RESTRICTIONS                   AUG-12           AUG-13           AUG-14           AUG-15           AUG-16
---------------------------------------------------------------------------------------------------------------------

Locked Out                                56.48%           56.37%           56.10%           54.72%           51.31%
Yield Maintenance Total                   43.02%           43.12%           43.34%           43.48%           46.75%
Prepayment Premium Points Total            0.00%            0.00%            0.05%            0.04%            0.03%
Open                                       0.50%            0.50%            0.51%            1.76%            1.91%
---------------------------------------------------------------------------------------------------------------------
TOTALS                                   100.00%          100.00%          100.00%          100.00%          100.00%
---------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding         $1,485,760,421   $1,470,198,208   $1,448,576,753   $1,431,032,223   $1,318,082,423
% Initial Pool Balance                    83.71%           82.83%           81.62%           80.63%           74.26%
---------------------------------------------------------------------------------------------------------------------


PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (CONT'D) (%) (1)(2)(3)



---------------------------------------------------------------------------------------------------------------------
PREPAYMENT RESTRICTIONS                   AUG-17           AUG-18           AUG-19           AUG-20           AUG-21
---------------------------------------------------------------------------------------------------------------------

Locked Out                                85.11%           85.11%           71.62%           70.89%           63.23%
Yield Maintenance Total                   14.59%           14.75%           28.38%           29.11%            8.00%
Prepayment Premium Points Total            0.30%            0.14%            0.00%            0.00%            0.00%
Open                                       0.00%            0.00%            0.00%            0.00%           28.76%
---------------------------------------------------------------------------------------------------------------------
TOTALS                                   100.00%          100.00%          100.00%          100.00%          100.00%
---------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding            $94,785,560      $89,811,223      $44,523,021      $41,161,747      $28,587,986
% Initial Pool Balance                     5.34%            5.06%            2.51%            2.32%            1.61%
---------------------------------------------------------------------------------------------------------------------


PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (CONT'D) (%) (1)(2)(3)



---------------------------------------------------------------------------------------------------------------------
PREPAYMENT RESTRICTIONS                   AUG-22           AUG-23           AUG-24           AUG-25           AUG-26
---------------------------------------------------------------------------------------------------------------------

Locked Out                                67.63%           67.17%           66.42%           64.87%           47.85%
Yield Maintenance Total                   32.37%           32.83%           33.58%           35.13%           40.06%
Prepayment Premium Points Total            0.00%            0.00%            0.00%            0.00%            0.00%
Open                                       0.00%            0.00%            0.00%            0.00%           12.09%
---------------------------------------------------------------------------------------------------------------------
TOTALS                                   100.00%          100.00%          100.00%          100.00%          100.00%
---------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding             $5,032,697       $4,130,324       $3,169,861       $2,146,222       $1,055,939
% Initial Pool Balance                     0.28%            0.23%            0.18%            0.12%            0.06%
---------------------------------------------------------------------------------------------------------------------


Notes:

(1)   The above analysis is based on the Structuring Assumptions and a 0% CPR as
      discussed in the Free Writing Prospectus

(2)   See Appendix II of the Free Writing Prospectus for a description of the
      Yield Maintenance

(3)   Def/YM1 loans have been modeled as Yield Maintenance.


                                      I-18



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2

MORTGAGE LOAN SELLERS



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
LOAN SELLER                                    MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

Royal Bank of Canada                                        3       84,393,800           30.3      5.687           72       1.37
Prudential Mortgage Capital Funding, LLC                    5       69,435,010           24.9      6.248          119       1.23
Principal Commercial Funding II, LLC                        7       62,077,277           22.3      5.820          119       1.35
National City Bank                                          4       36,075,000           12.9      6.397          119       1.30
Morgan Stanley Mortgage Capital Holdings LLC                2       26,757,000            9.6      5.505          151       4.21
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                     21     $278,738,088          100.0%     5.931%         108       1.59X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
LOAN SELLER                                         LTV (%)    LTV (%)
-----------------------------------------------------------------------

Royal Bank of Canada                                   78.9       78.0
Prudential Mortgage Capital Funding, LLC               63.6       62.4
Principal Commercial Funding II, LLC                   75.5       71.8
National City Bank                                     74.8       69.1
Morgan Stanley Mortgage Capital Holdings LLC           32.4       30.4
-----------------------------------------------------------------------
TOTAL:                                                 69.4%      67.0%
=======================================================================


CUT-OFF DATE BALANCES



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
CUT-OFF DATE BALANCE ($)                       MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

<= 2,500,000                                                2        3,825,000            1.4      6.225          120       1.33
2,500,001 - 5,000,000                                       4       13,682,288            4.9      5.954          119       1.59
5,000,001 - 7,500,000                                       4       26,300,800            9.4      6.055          118       1.27
7,500,001 - 10,000,000                                      2       18,040,000            6.5      6.085          119       1.28
10,000,001 - 12,500,000                                     2       23,760,000            8.5      5.695          117       1.33
12,500,001 - 15,000,000                                     3       43,630,000           15.7      6.229          119       1.22
17,500,001 - 20,000,000                                     2       38,000,000           13.6      5.551          142       3.46
40,000,001 - 50,000,000                                     1       46,500,000           16.7      6.300          119       1.20
60,000,001 - 70,000,000                                     1       65,000,000           23.3      5.660           58       1.37
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                     21     $278,738,088          100.0%     5.931%         108       1.59X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
CUT-OFF DATE BALANCE ($)                            LTV (%)    LTV (%)
-----------------------------------------------------------------------

<= 2,500,000                                           71.2       65.6
2,500,001 - 5,000,000                                  64.6       57.2
5,000,001 - 7,500,000                                  75.4       67.5
7,500,001 - 10,000,000                                 70.9       68.4
10,000,001 - 12,500,000                                77.7       75.7
12,500,001 - 15,000,000                                77.3       71.8
17,500,001 - 20,000,000                                44.6       44.6
40,000,001 - 50,000,000                                60.2       60.2
60,000,001 - 70,000,000                                80.0       80.0
-----------------------------------------------------------------------
TOTAL:                                                 69.4%      67.0%
=======================================================================


Minimum: $1,700,000
Maximum: $65,000,000
Weighted Average: $13,273,242


                                      I-19



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2

STATES



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                    NUMBER OF        AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    MORTGAGED     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
STATE                                              PROPERTIES      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

New York                                                    2       66,500,000           23.9      6.053          132       2.42
Tennessee                                                   5       65,000,000           23.3      5.660           58       1.37
Georgia                                                     3       25,620,000            9.2      5.941          119       1.16
Missouri                                                    2       20,860,000            7.5      5.937          118       1.27
Indiana                                                     2       19,393,800            7.0      5.777          118       1.39
New Mexico                                                  1       18,000,000            6.5      5.630          119       1.48
Ohio                                                        2       16,225,000            5.8      6.451          120       1.27
Arkansas                                                    1       14,650,000            5.3      6.345          119       1.25
Texas                                                       2        9,685,010            3.5      6.286          119       1.23
Oklahoma                                                    1        6,757,000            2.4      5.580          117       1.14
New Jersey                                                  2        6,597,277            2.4      5.982          119       2.04
Kentucky                                                    1        5,200,000            1.9      6.375          119       1.53
Minnesota                                                   1        4,250,000            1.5      5.760          119       1.15
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                     25     $278,738,088          100.0%     5.931%         108       1.59X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
STATE                                               LTV (%)    LTV (%)
-----------------------------------------------------------------------

New York                                               47.1       47.1
Tennessee                                              80.0       80.0
Georgia                                                78.0       73.0
Missouri                                               72.7       70.3
Indiana                                                75.4       71.1
New Mexico                                             75.9       75.9
Ohio                                                   79.6       72.6
Arkansas                                               72.5       68.2
Texas                                                  75.5       68.6
Oklahoma                                               79.5       71.4
New Jersey                                             56.7       48.8
Kentucky                                               66.7       60.8
Minnesota                                              74.6       69.6
-----------------------------------------------------------------------
TOTAL:                                                 69.4%      67.0%
=======================================================================



                                      I-20



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2

PROPERTY TYPES



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                    NUMBER OF        AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    MORTGAGED     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
PROPERTY TYPE                                      PROPERTIES      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

Multifamily
    Garden                                                 19      176,890,811           63.5      5.807           96       1.32
    Low Rise                                                2       61,150,000           21.9      6.311          119       1.21
    Cooperative                                             1       20,000,000            7.2      5.480          162       5.25
    High Rise                                               1       14,100,000            5.1      6.455          120       1.25
    Mid Rise                                                1        3,400,000            1.2      6.060          119       2.88
---------------------------------------------------------------------------------------------------------------------------------
        SUBTOTAL:                                          24     $275,540,811           98.9%     5.931%         108       1.60X
                                               ----------------------------------------------------------------------------------
Manufactured Housing Community
    Manufactured Housing Community                          1        3,197,277            1.1      5.900          119       1.15
---------------------------------------------------------------------------------------------------------------------------------
        SUBTOTAL:                                           1       $3,197,277            1.1%     5.900%         119       1.15X
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                     25     $278,738,088          100.0%     5.931%         108       1.59X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
PROPERTY TYPE                                       LTV (%)    LTV (%)
-----------------------------------------------------------------------

Multifamily
    Garden                                             77.1       74.6
    Low Rise                                           63.1       62.1
    Cooperative                                        16.5       16.5
    High Rise                                          79.7       72.7
    Mid Rise                                           34.9       31.0
-----------------------------------------------------------------------
        SUBTOTAL:                                      69.2%      67.0%
                                               ------------------------
Manufactured Housing Community
    Manufactured Housing Community                     79.9       67.8
-----------------------------------------------------------------------
        SUBTOTAL:                                      79.9%      67.8%
-----------------------------------------------------------------------
TOTAL:                                                 69.4%      67.0%
=======================================================================


MORTGAGE RATES



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
MORTGAGE RATE (%)                              MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

5.001 - 5.500                                               1       20,000,000            7.2      5.480          162       5.25
5.501 - 5.750                                               4      101,657,000           36.5      5.646           80       1.39
5.751 - 6.000                                               6       44,927,277           16.1      5.873          119       1.16
6.001 - 6.500                                              10      112,153,811           40.2      6.293          119       1.30
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                     21     $278,738,088          100.0%     5.931%         108       1.59X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
MORTGAGE RATE (%)                                   LTV (%)    LTV (%)
-----------------------------------------------------------------------

5.001 - 5.500                                          16.5       16.5
5.501 - 5.750                                          78.7       78.2
5.751 - 6.000                                          78.3       73.0
6.001 - 6.500                                          66.7       63.4
-----------------------------------------------------------------------
TOTAL:                                                 69.4%      67.0%
=======================================================================


Minimum: 5.480%
Maximum: 6.455%
Weighted Average: 5.931%


                                      I-21



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2

SEASONING



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
SEASONING (MOS.)                               MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

0                                                           2       16,225,000            5.8      6.451          120       1.27
1 - 5                                                      18      242,513,088           87.0      5.933          102       1.32
6 - 11                                                      1       20,000,000            7.2      5.480          162       5.25
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                     21     $278,738,088          100.0%     5.931%         108       1.59X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
SEASONING (MOS.)                                    LTV (%)    LTV (%)
-----------------------------------------------------------------------

0                                                      79.6       72.6
1 - 5                                                  73.0       70.8
6 - 11                                                 16.5       16.5
-----------------------------------------------------------------------
TOTAL:                                                 69.4%      67.0%
=======================================================================


Minimum: 0 mos.
Maximum: 6 mos.
Weighted Average: 2 mos.

ORIGINAL TERMS TO STATED MATURITY



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
ORIGINAL TERM TO STATED MATURITY (MOS.)        MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

<= 60                                                       1       65,000,000           23.3      5.660           58       1.37
85 - 120                                                   19      193,738,088           69.5      6.068          119       1.29
121 - 180                                                   1       20,000,000            7.2      5.480          162       5.25
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                     21     $278,738,088          100.0%     5.931%         108       1.59X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
ORIGINAL TERM TO STATED MATURITY (MOS.)             LTV (%)    LTV (%)
-----------------------------------------------------------------------

<= 60                                                  80.0       80.0
85 - 120                                               71.2       67.8
121 - 180                                              16.5       16.5
-----------------------------------------------------------------------
TOTAL:                                                 69.4%      67.0%
=======================================================================


Minimum: 60 mos.
Maximum: 168 mos.
Weighted Average: 109 mos.

REMAINING TERMS TO STATED MATURITY



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
REMAINING TERM TO STATED MATURITY (MOS.)       MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

<= 60                                                       1       65,000,000           23.3      5.660           58       1.37
85 - 120                                                   19      193,738,088           69.5      6.068          119       1.29
121 - 180                                                   1       20,000,000            7.2      5.480          162       5.25
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                     21     $278,738,088          100.0%     5.931%         108       1.59X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
REMAINING TERM TO STATED MATURITY (MOS.)            LTV (%)    LTV (%)
-----------------------------------------------------------------------

<= 60                                                  80.0       80.0
85 - 120                                               71.2       67.8
121 - 180                                              16.5       16.5
-----------------------------------------------------------------------
TOTAL:                                                 69.4%      67.0%
=======================================================================


Minimum: 58 mos.
Maximum: 162 mos.
Weighted Average: 108 mos.


                                      I-22



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2

ORIGINAL AMORTIZATION TERMS



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
ORIGINAL AMORTIZATION TERM (MOS.)              MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

BALLOON LOANS
    Interest Only                                           6      170,400,000           61.1      5.835          101       1.80
    301 - 360                                              15      108,338,088           38.9      6.081          119       1.27
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                     21     $278,738,088          100.0%     5.931%         108       1.59X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
ORIGINAL AMORTIZATION TERM (MOS.)                   LTV (%)    LTV (%)
-----------------------------------------------------------------------

BALLOON LOANS
    Interest Only                                      65.5       65.5
    301 - 360                                          75.4       69.2
-----------------------------------------------------------------------
TOTAL:                                                 69.4%      67.0%
=======================================================================


Minimum: 360 mos.
Maximum: 360 mos.
Weighted Average: 360 mos.

REMAINING AMORTIZATION TERMS



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
REMAINING AMORTIZATION TERM (MOS.)             MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

BALLOON LOANS
    Interest Only                                           6      170,400,000           61.1      5.835          101       1.80
    301 - 360                                              15      108,338,088           38.9      6.081          119       1.27
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                     21     $278,738,088          100.0%     5.931%         108       1.59X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
REMAINING AMORTIZATION TERM (MOS.)                  LTV (%)    LTV (%)
-----------------------------------------------------------------------

BALLOON LOANS
    Interest Only                                      65.5       65.5
    301 - 360                                          75.4       69.2
-----------------------------------------------------------------------
TOTAL:                                                 69.4%      67.0%
=======================================================================


Minimum: 358 mos.
Maximum: 360 mos.
Weighted Average: 360 mos.


                                      I-23



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2

LOAN-TO-VALUE RATIOS



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
LOAN-TO-VALUE RATIO (%)                        MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

10.1 - 20.0                                                 1       20,000,000            7.2      5.480          162       5.25
30.1 - 40.0                                                 1        3,400,000            1.2      6.060          119       2.88
60.1 - 70.0                                                 5       65,235,010           23.4      6.274          119       1.26
70.1 - 75.0                                                 3       26,393,800            9.5      6.156          119       1.23
75.1 - 80.0                                                11      163,709,277           58.7      5.810           95       1.31
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                     21     $278,738,088          100.0%     5.931%         108       1.59X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
LOAN-TO-VALUE RATIO (%)                             LTV (%)    LTV (%)
-----------------------------------------------------------------------

10.1 - 20.0                                            16.5       16.5
30.1 - 40.0                                            34.9       31.0
60.1 - 70.0                                            61.5       60.5
70.1 - 75.0                                            73.5       67.1
75.1 - 80.0                                            79.0       76.4
-----------------------------------------------------------------------
TOTAL:                                                 69.4%      67.0%
=======================================================================


Minimum: 16.5%
Maximum: 80.0%
Weighted Average: 69.4%

BALLOON LOAN-TO-VALUE RATIOS



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
BALLOON LOAN-TO-VALUE RATIO (%)                MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

10.1 - 20.0                                                 1       20,000,000            7.2      5.480          162       5.25
30.1 - 40.0                                                 1        3,400,000            1.2      6.060          119       2.88
55.1 - 60.0                                                 2        4,535,010            1.6      6.105          118       1.24
60.1 - 65.0                                                 4       68,193,800           24.5      6.257          119       1.26
65.1 - 70.0                                                 3       22,097,277            7.9      6.168          119       1.22
70.1 - 75.0                                                 6       53,752,000           19.3      6.098          119       1.19
75.1 - 80.0                                                 4      106,760,000           38.3      5.663           82       1.38
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                     21     $278,738,088          100.0%     5.931%         108       1.59X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
BALLOON LOAN-TO-VALUE RATIO (%)                     LTV (%)    LTV (%)
-----------------------------------------------------------------------

10.1 - 20.0                                            16.5       16.5
30.1 - 40.0                                            34.9       31.0
55.1 - 60.0                                            65.6       58.0
60.1 - 65.0                                            62.7       61.0
65.1 - 70.0                                            74.0       68.4
70.1 - 75.0                                            79.3       73.1
75.1 - 80.0                                            78.8       78.4
-----------------------------------------------------------------------
TOTAL:                                                 69.4%      67.0%
=======================================================================


Minimum: 16.5%
Maximum: 80.0%
Weighted Average: 67.0%


                                      I-24



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2

DEBT SERVICE COVERAGE RATIOS



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
DEBT SERVICE COVERAGE RATIO (X)                MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

1.11 - 1.20                                                 7       96,484,277           34.6      6.056          119       1.18
1.21 - 1.30                                                 6       47,628,811           17.1      6.300          119       1.25
1.31 - 1.40                                                 2       67,125,000           24.1      5.684           60       1.37
1.41 - 1.50                                                 3       38,900,000           14.0      5.755          118       1.46
1.51 - 1.60                                                 1        5,200,000            1.9      6.375          119       1.53
2.51 - 3.00                                                 1        3,400,000            1.2      6.060          119       2.88
3.01 >=                                                     1       20,000,000            7.2      5.480          162       5.25
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                     21     $278,738,088          100.0%     5.931%         108       1.59X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
DEBT SERVICE COVERAGE RATIO (X)                     LTV (%)    LTV (%)
-----------------------------------------------------------------------

1.11 - 1.20                                            69.9       67.0
1.21 - 1.30                                            75.2       68.5
1.31 - 1.40                                            80.0       79.7
1.41 - 1.50                                            73.0       73.0
1.51 - 1.60                                            66.7       60.8
2.51 - 3.00                                            34.9       31.0
3.01 >=                                                16.5       16.5
-----------------------------------------------------------------------
TOTAL:                                                 69.4%      67.0%
=======================================================================


Minimum: 1.14x
Maximum: 5.25x
Weighted Average: 1.59x

AMORTIZATION TYPES



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

                                                                                   PERCENT BY   WEIGHTED     WEIGHTED
                                                                     AGGREGATE      AGGREGATE    AVERAGE      AVERAGE   WEIGHTED
                                                    NUMBER OF     CUT-OFF DATE   CUT-OFF DATE   MORTGAGE    REMAINING    AVERAGE
AMORTIZATION TYPE                              MORTGAGE LOANS      BALANCE ($)    BALANCE (%)   RATE (%)  TERM (MOS.)   DSCR (X)
---------------------------------------------------------------------------------------------------------------------------------

Interest Only Loans                                         6      170,400,000           61.1      5.835          101       1.80
Partial IO Balloon Loans                                   12       94,812,000           34.0      6.090          119       1.28
Balloon Loans                                               3       13,526,088            4.9      6.020          119       1.22
---------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                                     21     $278,738,088          100.0%     5.931%         108       1.59X
=================================================================================================================================


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

                                                   WEIGHTED   WEIGHTED
                                                    AVERAGE    AVERAGE
                                               CUT-OFF DATE    BALLOON
AMORTIZATION TYPE                                   LTV (%)    LTV (%)
-----------------------------------------------------------------------

Interest Only Loans                                    65.5       65.5
Partial IO Balloon Loans                               75.5       70.1
Balloon Loans                                          74.6       63.4
-----------------------------------------------------------------------
TOTAL:                                                 69.4%      67.0%
=======================================================================



                                      I-25



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION
                                  LOAN GROUP 2

PREPAYMENT RESTRICTION ANALYSIS: LOAN GROUP 2

PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (%) (1)(2)(3)



----------------------------------------------------------------------------------------------------------------
PREPAYMENT RESTRICTIONS                  AUG-07          AUG-08          AUG-09          AUG-10          AUG-11
----------------------------------------------------------------------------------------------------------------

Locked Out                               94.53%          94.52%          85.61%          85.62%          85.62%
Yield Maintenance Total                   5.47%           5.48%          14.39%          14.38%          14.38%
Prepayment Premium Points Total           0.00%           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          $278,738,088    $278,585,426    $278,418,104    $278,180,949    $277,640,271
% Initial Pool Balance                  100.00%          99.95%          99.89%          99.80%          99.61%
----------------------------------------------------------------------------------------------------------------


PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (CONT'D) (%) (1)(2)(3)



----------------------------------------------------------------------------------------------------------------
PREPAYMENT RESTRICTIONS                  AUG-12          AUG-13          AUG-14          AUG-15          AUG-16
----------------------------------------------------------------------------------------------------------------

Locked Out                               81.21%          81.17%          81.17%          81.17%          81.18%
Yield Maintenance Total                  18.79%          18.83%          18.83%          18.83%          18.82%
Prepayment Premium Points Total           0.00%           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          $211,969,871    $210,758,157    $209,349,649    $207,851,950    $206,277,029
% Initial Pool Balance                   76.05%          75.61%          75.11%          74.57%          74.00%
----------------------------------------------------------------------------------------------------------------


PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (CONT'D) (%) (1)(2)(3)



----------------------------------------------------------------------------------------------------------------
PREPAYMENT RESTRICTIONS                  AUG-17          AUG-18          AUG-19          AUG-20          AUG-21
----------------------------------------------------------------------------------------------------------------

Locked Out                                0.00%           0.00%           0.00%           0.00%           0.00%
Yield Maintenance Total                 100.00%         100.00%         100.00%         100.00%           0.00%
Prepayment Premium Points Total           0.00%           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%           0.00%
----------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding           $20,000,000     $20,000,000     $20,000,000     $20,000,000              $0
% Initial Pool Balance                    7.18%           7.18%           7.18%           7.18%           0.00%
----------------------------------------------------------------------------------------------------------------


Notes:

(1)   The above analysis is based on the Structuring Assumptions and a 0% CPR as
      discussed in the Free Writing Prospectus

(2)   See Appendix II of the Free Writing Prospectus for a description of the
      Yield Maintenance

(3)   Def/YM1 loans have been modeled as Yield Maintenance.


                                      I-26

                      [THIS PAGE INTENTIONALLY LEFT BLANK.]

                      [THIS PAGE INTENTIONALLY LEFT BLANK.]

APPENDIX II

CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS



MORTGAGE
LOAN NO.   CMSA LOAN NO.   CMSA PROPERTY NO.   MORTGAGE LOAN SELLER(1)   PROPERTY NAME(2)
----------------------------------------------------------------------------------------------------------------------------------

   1             1               1-001         PMCF                      First Stamford
   2             2               2-001         PMCF                      Hilton Washington DC
   3             3               3-001         PCF II                    717 Texas Avenue
                                                                         U-Haul Portfolio 1  Roll-Up
   4             4               4-001         MSMCH                     U-Haul Portfolio 1A - Hyattsville (I) (A)
   4                             4-002         MSMCH                     U-Haul Portfolio 1A - Manchester (I) (A)
   4                             4-003         MSMCH                     U-Haul Portfolio 1A - Beaverton (I) (A)
   4                             4-004         MSMCH                     U-Haul Portfolio 1A - Austin (I) (A)
                 5               5-005         MSMCH                     U-Haul Portfolio 1B - South Miami (II) (A)
   5                             5-006         MSMCH                     U-Haul Portfolio 1B - Philadelphia South (II) (A)
   5                             5-007         MSMCH                     U-Haul Portfolio 1B - Tulsa - South Memorial (II) (A)
   5                             5-008         MSMCH                     U-Haul Portfolio 1B - Cleveland (II) (A)
   5                             5-009         MSMCH                     U-Haul Portfolio 1B - Conroe (II) (A)
                 6               6-010         MSMCH                     U-Haul Portfolio 1C - Dublin (III) (A)
   6                             6-011         MSMCH                     U-Haul Portfolio 1C - Northridge (III) (A)
   6                             6-012         MSMCH                     U-Haul Portfolio 1C - Orange Park (III) (A)
   6                             6-013         MSMCH                     U-Haul Portfolio 1C - Tulsa - East Avenue (III) (A)
                 7               7-014         MSMCH                     U-Haul Portfolio 1D - Richmond - North Lombardy (IV) (A)
   7                             7-015         MSMCH                     U-Haul Portfolio 1D - Garland (IV) (A)
   7                             7-016         MSMCH                     U-Haul Portfolio 1D - Eugene (IV) (A)
   7                             7-017         MSMCH                     U-Haul Portfolio 1D - Shreveport - Hollywood (IV) (A)
   7                             7-018         MSMCH                     U-Haul Portfolio 1D - Kansas City (IV) (A)
   8             8               8-001         PCF II                    Royal Centre
                 9                                                       U-Haul Portfolio 2 Roll-Up
   9                             9-001         MSMCH                     U-Haul Portfolio 2 - Carlsbad (V)
   9                             9-002         MSMCH                     U-Haul Portfolio 2 - Chester (V)
   9                             9-003         MSMCH                     U-Haul Portfolio 2 - Richmond - North Blvd (V)
   9                             9-004         MSMCH                     U-Haul Portfolio 2 - Sterling (V)
   9                             9-005         MSMCH                     U-Haul Portfolio 2 - Kenner (V)
   9                             9-006         MSMCH                     U-Haul Portfolio 2 - Richmond - East Belt (V)
   9                             9-007         MSMCH                     U-Haul Portfolio 2 - Odenton (V)
   9                             9-008         MSMCH                     U-Haul Portfolio 2 - College Park (V)
   9                             9-009         MSMCH                     U-Haul Portfolio 2 - Glendale (V)
   9                             9-010         MSMCH                     U-Haul Portfolio 2 - Mechanicsville (V)
   9                             9-011         MSMCH                     U-Haul Portfolio 2 - Rialto (V)
   9                             9-012         MSMCH                     U-Haul Portfolio 2 - Suffolk (V)
   9                             9-013         MSMCH                     U-Haul Portfolio 2 - Little Rock (V)
   9                             9-014         MSMCH                     U-Haul Portfolio 2 - Columbia - Jamil Road (V)
   9                             9-015         MSMCH                     U-Haul Portfolio 2 - Columbia - Decker Park (V)
   9                             9-016         MSMCH                     U-Haul Portfolio 2 - Marrero (V)
   9                             9-017         MSMCH                     U-Haul Portfolio 2 - Myrtle Beach (V)
   9                             9-018         MSMCH                     U-Haul Portfolio 2 - Boone (V)
   9                             9-019         MSMCH                     U-Haul Portfolio 2 - Shreveport - Financial Plaza (V)
                10                                                       Jackson Portfolio Roll-Up
   10                            10-001        RBC                       Cherry Grove (VI)
   10                            10-002        RBC                       Camellia Trace (VI)
   10                            10-003        RBC                       Northridge (VI)
   10                            10-004        RBC                       Cedarwood (VI)
   10                            10-005        RBC                       Whispering Oaks (VI)
   11           11               11-001        RBC                       Metroplex
   12           12               12-001        MSMCH                     One Indiana Square
   13           13               13-001        PMCF                      190 East 7th Street
                                                                         U-Haul Portfolio 3 Roll-Up
   14           14               14-001        MSMCH                     U-Haul Portfolio 3A - Margate (VII) (B)
   14                            14-002        MSMCH                     U-Haul Portfolio 3A - Hampton (VII) (B)
   14                            14-003        MSMCH                     U-Haul Portfolio 3A - Houston North (VII) (B)
   14                            14-004        MSMCH                     U-Haul Portfolio 3A - Lodi (VII) (B)
   15           15               15-005        MSMCH                     U-Haul Portfolio 3B - Boston (VIII) (B)
   15                            15-006        MSMCH                     U-Haul Portfolio 3B - San Clemente (VIII) (B)
   15                            15-007        MSMCH                     U-Haul Portfolio 3B - Orlando (VIII) (B)
   15                            15-008        MSMCH                     U-Haul Portfolio 3B - Oklahoma City (VIII) (B)
   16           16               16-001        PMCF                      The AES Building
   17           17               17-001        RBC                       Steadfast Heritage
   18           18               18-001        NatCity                   Wellington
   19           19               19-001        PMCF                      Sample 95 Industrial Portfolio
   20           20               20-001        PMCF                      BoDo Lifestyle Center
   21           21               21-001        RBC                       Lynnwood
                22                                                       Szeles Portfolio Roll-Up
   22                            22-001        PMCF                      Szeles Portfolio I - Rossmoyne Business Center (IX)
   22                            22-002        PMCF                      Szeles Portfolio I - 100 Corporate Center (IX)
   22                            22-003        PMCF                      Szeles Portfolio I - Evergreen Center (IX)
   22                            22-004        PMCF                      Szeles Portfolio I - East Park Building (IX)
   22                            22-005        PMCF                      Szeles Portfolio I - Anchor Place (IX)
   22                            22-006        PMCF                      Szeles Portfolio I - Commerce Business Center (IX)
   22                            22-007        PMCF                      Szeles Portfolio I - State Hill Professional Center (IX)
   23           23               23-001        MSMCH                     160 East 65th Street Coop
   24           24               24-001        RBC                       Nantucket Self Storage
                                                                         Rite Aid Portfolio Roll-Up
   25           25               25-001        MSMCH                     Rite Aid Portfolio - Selma (C)
   26           26               26-001        MSMCH                     Rite Aid Portfolio - Fresno (C)
   27           27               27-001        MSMCH                     Rite Aid Portfolio - Delano (C)
   28           28               28-001        MSMCH                     Rite Aid Portfolio - Shafter (C)
   29           29               29-001        MSMCH                     81 Main Street
   30           30               30-001        PCF II                    Broadstone Ladera Apartments
   31           31               31-001        PMCF                      Headquarters I,II, & Severna Park I
   32           32               32-001        RBC                       Sawtelle Self Storage
   33           33               33-001        PCF II                    West Wind Landing Apartments
   34           34               34-001        NatCity                   Ashbury at Chenal
   35           35               35-001        NatCity                   Erie Shore Landings
   36           36               36-001        RBC                       Jonesboro
   37           37               37-001        PCF II                    Palmetto Health Parkridge
   38           38               38-001        RBC                       Ahwatukee Mercado
   39           39               39-001        MSMCH                     Shops at Stoughton
   40           40               40-001        MSMCH                     Kmart Shopping Plaza - Sayville
   41           41               41-001        RBC                       Colony Bay Apartments
   42           42               42-001        PCF II                    Camden Taravue Apartments
   43           43               43-001        PMCF                      Dorneyville Shopping Center
   44           44               44-001        RBC                       Evergreen - IH 10 & Floresville
   45           45               45-001        PMCF                      Super DSM
   46           46               46-001        PCF II                    Summit Medical Center
   47           47               47-001        PCF II                    210 Adrian Road
   48           48               48-001        NatCity                   Wayne Town Plaza
   49           49               49-001        PMCF                      Gemini Towers
   50           50               50-001        RBC                       Firewheel Village
   51           51               51-001        RBC                       Woodcreek Village
   52           52               52-001        RBC                       Manhattan Beach Mall
   53           53               53-001        PCF II                    Market Pointe I
   54           54               54-001        PMCF                      Bridger Peaks Town Center
   55           55               55-001        MSMCH                     Regal Cinema - Eagan
   56           56               56-001        RBC                       Provinces
   57           57               57-001        RBC                       The Shoppes At Osgood
   58           58               58-001        PCF II                    Magnolia Villas Apartments
   59           59               59-001        PCF II                    190 Jony Drive
   60           60               60-001        MSMCH                     724 Fifth Avenue
   61           61               61-001        PMCF                      French Quarter Apartments
   62           62               62-001        MSMCH                     Pioneer Plaza I & II
   63           63               63-001        NatCity                   Edison Park Center
   64           64               64-001        PMCF                      Peace Corporate Industrial
   65           65               65-001        PMCF                      Beechwood Centre
   66           66               66-001        PCF II                    Hampton Inn
   67           67               67-001        RBC                       Hampton Suites
   68           68               68-001        RBC                       Beechgrove
   69           69               69-001        RBC                       Kohl's Shopping Center
   70           70               70-001        PMCF                      Palms at Rolling Creek
   71           71               71-001        MSMCH                     Walkers Station Apartments
   72           72               72-001        RBC                       Holiday Inn Express- Costa Mesa
   73           73               73-001        RBC                       Amber Valley Retail Center
   74           74               74-001        RBC                       Caliente Springs RV and Self Storage
   75           75               75-001        NatCity                   Oakwood Apts.
   76           76               76-001        MSMCH                     Hampton Inn - Brunswick, GA
   77           77               77-001        PMCF                      Edina Professional Building
   78           78               78-001        RBC                       Siete Shopping Center
   79           79               79-001        RBC                       Bridgeview
   80           80               80-001        PCF II                    720 Paularino Avenue
   81           81               81-001        NatCity                   Pine Tree Plaza
   82           82               82-001        RBC                       Walkersville Self Storage
   83           83               83-001        PCF II                    Coral Desert Health Center
   84           84               84-001        PMCF                      Woodranch Center
   85           85               85-001        PMCF                      Southcross Village
   86           86               86-001        PMCF                      Emmott Business Park
   87           87               87-001        RBC                       Devon Ocala
   88           88               88-001        RBC                       Evergreen -Fair Oaks West
   89           89               89-001        PCF II                    23041-71 Antonio Parkway
                90                                                       Triarch Portfolio Roll-Up
   90                            90-001        PCF II                    Triarch Burger King (X)
   90                            90-002        PCF II                    Triarch Checkers (Wilton Manors) (X)
   90                            90-003        PCF II                    Triarch Checkers (Pinnellas Park) (X)
   90                            90-004        PCF II                    Triarch Taco Bell (X)
   91           91               91-001        RBC                       Park Oakhurst A/C Self Storage
   92           92               92-001        RBC                       Lanco Mini Storage
   93           93               93-001        NatCity                   Holiday Inn Express
   94           94               94-001        PCF II                    58 Grant Avenue
   95           95               95-001        RBC                       Devon Stone Mountain
   96           96               96-001        PCF II                    Blair House Apartments
   97           97               97-001        PMCF                      Bedrosian - Colorado Springs
   98           98               98-001        PCF II                    Heritage Plaza
   99           99               99-001        RBC                       Century 21
  100           100             100-001        PMCF                      Twin Spires Self Storage
  101           101             101-001        PCF II                    Roundy's Supermarket
  102           102             102-001        PCF II                    Hanover Village MHP
  103           103             103-001        PMCF                      The Tower
  104           104             104-001        PCF II                    Dolly Creek
  105           105             105-001        PMCF                      Alameda Crossing Shops
  106           106             106-001        RBC                       Planet Self Storage
  107           107             107-001        PMCF                      La Quinta Inn & Suites
  108           108             108-001        PCF II                    20 Aquarium
  109           109             109-001        NatCity                   Woodmere CVS Ground Lease
  110           110             110-001        RBC                       Peakview Self Storage
  111           111             111-001        PCF II                    Sandalfoot Plaza
  112           112             112-001        PCF II                    Academy Crossing
  113           113             113-001        PCF II                    1151 Azalea Garden Road
  114           114             114-001        PMCF                      Colonial Woods
  115           115             115-001        RBC                       Collierville Marketplace
  116           116             116-001        MSMCH                     Rite Aid - Mt. Gilead
  117           117             117-001        PCF II                    Arrowhead Shops Shopping Center
  118           118             118-001        PCF II                    3950 and 3970 North Las Vegas Boulevard
  119           119             119-001        MSMCH                     North Traders Landing
  120           120             120-001        PCF II                    11100 Westlake Drive
  121           121             121-001        MSMCH                     Capital One - San Antonio
  122           122             122-001        PCF II                    Buellton Town Plaza
  123           123             123-001        NatCity                   Sunset Townhomes
  124           124             124-001        MSMCH                     CVS - Cincinnati, OH
  125           125             125-001        PCF II                    American Safe 'N' Sound
  126           126             126-001        PCF II                    5770-5780 Uplander Way
  127           127             127-001        PCF II                    The Ridge At White Oaks Apartments
  128           128             128-001        RBC                       Devon Anderson
  129           129             129-001        PCF II                    The Kirby Shopping Center
  130           130             130-001        PCF II                    MidPoint Plaza
  131           131             131-001        PCF II                    Hillandale Medical Office Building
  132           132             132-001        PCF II                    8418 East 171st Street
  133           133             133-001        PCF II                    Sunset Plaza Shopping Center
  134           134             134-001        PCF II                    4125 & 4145 West Dewey Drive

                                                                         TOTALS AND WEIGHTED AVERAGES:


MORTGAGE                           CROSS-            ORIGINAL          CUT-OFF DATE        NOI        NCF     CUT-OFF     BALLOON
LOAN NO.    LOAN GROUP    COLLATERALIZATION(2)       BALANCE             BALANCE(3)     DSCR(4)    DSCR(4)   DATE LTV       LTV
---------------------------------------------------------------------------------------------------------------------------------

   1             1                 No               $250,000,000       $250,000,000       1.34       1.05       68.7%      64.0%
   2             1                 No               $215,000,000       $215,000,000       2.02       1.80       73.9%      73.9%
   3             1                 No               $160,000,000       $160,000,000       1.32       1.23       67.9%      67.9%
                                                     $95,670,000        $95,593,189       1.28       1.26       72.7%      63.5%
   4             1                Yes                $12,567,931        $12,557,841       1.28       1.26       72.7%      63.5%
   4             1                Yes                 $5,194,125         $5,189,955       1.28       1.26       72.7%      63.5%
   4             1                Yes                 $5,015,397         $5,011,370       1.28       1.26       72.7%      63.5%
   4             1                Yes                 $2,525,579         $2,523,551       1.28       1.26       72.7%      63.5%
                 1                Yes                 $9,806,486         $9,798,613       1.28       1.26       72.7%      63.5%
   5             1                Yes                 $6,237,305         $6,232,297       1.28       1.26       72.7%      63.5%
   5             1                Yes                 $3,414,395         $3,411,654       1.28       1.26       72.7%      63.5%
   5             1                Yes                 $3,284,520         $3,281,883       1.28       1.26       72.7%      63.5%
   5             1                Yes                 $2,010,084         $2,008,470       1.28       1.26       72.7%      63.5%
                 1                Yes                 $7,791,187         $7,784,932       1.28       1.26       72.7%      63.5%
   6             1                Yes                 $7,629,379         $7,623,254       1.28       1.26       72.7%      63.5%
   6             1                Yes                 $4,879,235         $4,875,318       1.28       1.26       72.7%      63.5%
   6             1                Yes                 $4,277,515         $4,274,081       1.28       1.26       72.7%      63.5%
                 1                Yes                 $8,593,221         $8,586,322       1.28       1.26       72.7%      63.5%
   7             1                Yes                 $3,590,057         $3,587,175       1.28       1.26       72.7%      63.5%
   7             1                Yes                 $3,555,226         $3,552,372       1.28       1.26       72.7%      63.5%
   7             1                Yes                 $2,902,599         $2,900,269       1.28       1.26       72.7%      63.5%
   7             1                Yes                 $2,395,759         $2,393,836       1.28       1.26       72.7%      63.5%
   8             1                 No                $77,000,000        $77,000,000       1.56       1.39       74.7%      74.7%
                                                     $67,910,000        $67,850,556       1.27       1.24       75.3%      63.7%
   9             1                 No                $10,836,022        $10,826,537       1.27       1.24       75.3%      63.7%
   9             1                 No                 $5,695,748         $5,690,762       1.27       1.24       75.3%      63.7%
   9             1                 No                 $5,383,653         $5,378,941       1.27       1.24       75.3%      63.7%
   9             1                 No                 $5,122,163         $5,117,679       1.27       1.24       75.3%      63.7%
   9             1                 No                 $5,071,557         $5,067,118       1.27       1.24       75.3%      63.7%
   9             1                 No                 $4,382,905         $4,379,069       1.27       1.24       75.3%      63.7%
   9             1                 No                 $4,270,970         $4,267,231       1.27       1.24       75.3%      63.7%
   9             1                 No                 $2,886,886         $2,884,359       1.27       1.24       75.3%      63.7%
   9             1                 No                 $2,874,204         $2,871,688       1.27       1.24       75.3%      63.7%
   9             1                 No                 $2,769,850         $2,767,425       1.27       1.24       75.3%      63.7%
   9             1                 No                 $2,709,997         $2,707,625       1.27       1.24       75.3%      63.7%
   9             1                 No                 $2,496,766         $2,494,581       1.27       1.24       75.3%      63.7%
   9             1                 No                 $2,442,150         $2,440,012       1.27       1.24       75.3%      63.7%
   9             1                 No                 $2,416,237         $2,414,122       1.27       1.24       75.3%      63.7%
   9             1                 No                 $2,098,662         $2,096,825       1.27       1.24       75.3%      63.7%
   9             1                 No                 $1,887,829         $1,886,177       1.27       1.24       75.3%      63.7%
   9             1                 No                 $1,716,527         $1,715,024       1.27       1.24       75.3%      63.7%
   9             1                 No                 $1,521,467         $1,520,135       1.27       1.24       75.3%      63.7%
   9             1                 No                 $1,326,407         $1,325,246       1.27       1.24       75.3%      63.7%
                                                     $65,000,000        $65,000,000       1.43       1.37       80.0%      80.0%
   10            2                 No                $27,902,000        $27,902,000       1.43       1.37       80.0%      80.0%
   10            2                 No                $15,760,000        $15,760,000       1.43       1.37       80.0%      80.0%
   10            2                 No                $11,250,000        $11,250,000       1.43       1.37       80.0%      80.0%
   10            2                 No                 $6,885,000         $6,885,000       1.43       1.37       80.0%      80.0%
   10            2                 No                 $3,203,000         $3,203,000       1.43       1.37       80.0%      80.0%
   11            1                 No                $48,000,000        $48,000,000       1.35       1.29       73.2%      73.2%
   12            1                 No                $48,000,000        $48,000,000       1.74       1.22       78.0%      68.9%
   13            2                 No                $46,500,000        $46,500,000       1.21       1.20       60.2%      60.2%
                                                     $46,420,000        $46,384,112       1.22       1.20       71.9%      58.6%
   14            1                Yes                 $9,198,305         $9,191,194       1.22       1.20       71.9%      58.6%
   14            1                Yes                 $6,033,026         $6,028,362       1.22       1.20       71.9%      58.6%
   14            1                Yes                 $4,207,283         $4,204,030       1.22       1.20       71.9%      58.6%
   14            1                Yes                 $4,196,179         $4,192,935       1.22       1.20       71.9%      58.6%
   15            1                Yes                $10,174,182        $10,166,316       1.22       1.20       71.9%      58.6%
   15            1                Yes                 $6,058,994         $6,054,310       1.22       1.20       71.9%      58.6%
   15            1                Yes                 $3,893,813         $3,890,803       1.22       1.20       71.9%      58.6%
   15            1                Yes                 $2,658,218         $2,656,163       1.22       1.20       71.9%      58.6%
   16            1                 No                $39,000,000        $38,952,719       1.27       1.15       77.9%      61.1%
   17            1                 No                $37,500,000        $37,500,000       1.29       1.22       76.2%      76.2%
   18            1                 No                $28,800,000        $28,800,000       1.16       1.12       80.0%      80.0%
   19            1                 No                $27,000,000        $27,000,000       1.37       1.25       74.0%      74.0%
   20            1                 No                $23,250,000        $23,250,000       1.46       1.42       75.7%      75.7%
   21            1                 No                $22,168,000        $22,168,000       1.33       1.27       77.9%      77.9%
                                                     $20,350,000        $20,350,000       1.62       1.15       71.2%      63.4%
   22            1                 No                 $6,617,308         $6,617,308       1.62       1.15       71.2%      63.4%
   22            1                 No                 $3,771,154         $3,771,154       1.62       1.15       71.2%      63.4%
   22            1                 No                 $3,130,769         $3,130,769       1.62       1.15       71.2%      63.4%
   22            1                 No                 $2,348,077         $2,348,077       1.62       1.15       71.2%      63.4%
   22            1                 No                 $1,565,385         $1,565,385       1.62       1.15       71.2%      63.4%
   22            1                 No                 $1,565,385         $1,565,385       1.62       1.15       71.2%      63.4%
   22            1                 No                 $1,351,922         $1,351,922       1.62       1.15       71.2%      63.4%
   23            2                 No                $20,000,000        $20,000,000       5.29       5.25       16.5%      16.5%
   24            1                 No                $20,000,000        $20,000,000       1.39       1.38       79.7%      79.7%
                                                     $19,500,000        $19,464,005       1.23       1.18       69.5%      59.1%
   25            1                Yes                 $5,800,000         $5,789,294       1.23       1.18       69.5%      59.1%
   26            1                Yes                 $5,150,000         $5,140,494       1.23       1.18       69.5%      59.1%
   27            1                Yes                 $4,950,000         $4,940,863       1.23       1.18       69.5%      59.1%
   28            1                Yes                 $3,600,000         $3,593,355       1.23       1.18       69.5%      59.1%
   29            1                 No                $18,000,000        $18,000,000       1.60       1.26       65.5%      65.5%
   30            2                 No                $18,000,000        $18,000,000       1.54       1.48       75.9%      75.9%
   31            1                 No                $16,803,750        $16,803,750       1.65       1.46       63.9%      63.9%
   32            1                 No                $15,000,000        $15,000,000       1.45       1.21       78.8%      73.5%
   33            2                 No                $14,880,000        $14,880,000       1.44       1.15       79.7%      74.5%
   34            2                 No                $14,650,000        $14,650,000       1.51       1.25       72.5%      68.2%
   35            2                 No                $14,100,000        $14,100,000       1.51       1.25       79.7%      72.7%
   36            1                 No                $13,700,000        $13,700,000       1.41       1.38       78.3%      78.3%
   37            1                 No                $13,500,000        $13,500,000       1.70       1.20       70.0%      63.1%
   38            1                 No                $13,483,000        $13,483,000       1.20       1.14       77.9%      77.9%
   39            1                 No                $13,500,000        $13,362,112       1.49       1.44       60.5%      36.4%
   40            1                 No                $13,000,000        $13,000,000       1.08       0.93       60.5%      56.8%
   41            2                 No                $11,900,000        $11,900,000       1.66       1.48       75.8%      75.8%
   42            2                 No                $11,860,000        $11,860,000       1.58       1.17       79.7%      75.6%
   43            1                 No                $11,175,000        $11,175,000       1.40       1.11       78.1%      73.4%
   44            1                 No                $10,800,000        $10,800,000       1.37       1.12       77.3%      74.6%
   45            1                 No                $10,800,000        $10,800,000       1.54       1.15       80.0%      74.6%
   46            1                 No                $10,545,000        $10,545,000       1.47       1.16       77.5%      70.4%
   47            1                 No                $10,500,000        $10,500,000       1.52       1.25       73.4%      64.7%
   48            1                 No                $10,500,000        $10,491,400       1.37       1.27       75.5%      64.3%
   49            1                 No                $10,500,000        $10,491,067       1.43       1.15       78.9%      66.9%
   50            1                 No                $10,400,000        $10,400,000       1.48       1.36       80.0%      80.0%
   51            1                 No                $10,300,000        $10,300,000       1.41       1.35       79.2%      79.2%
   52            1                 No                $10,191,000        $10,191,000       1.31       1.22       77.2%      77.2%
   53            1                 No                $10,100,000        $10,029,856       1.47       1.37       46.7%       1.0%
   54            1                 No                $10,000,000        $10,000,000       1.79       1.68       61.3%      61.3%
   55            1                 No                $11,275,467         $9,640,455       1.00       1.00       66.9%      19.3%
   56            1                 No                 $9,585,000         $9,585,000       1.26       1.18       77.2%      77.2%
   57            1                 No                 $9,300,000         $9,300,000       1.49       1.18       62.8%      57.9%
   58            2                 No                 $9,040,000         $9,040,000       1.44       1.15       78.3%      73.3%
   59            1                 No                 $9,040,000         $9,040,000       1.31       1.23       78.6%      72.2%
   60            1                 No                 $9,000,000         $9,000,000      13.18      12.77        7.3%       7.3%
   61            2                 No                 $9,000,000         $9,000,000       1.56       1.41       63.4%      63.4%
   62            1                 No                 $9,000,000         $9,000,000       1.66       1.19       70.9%      63.6%
   63            1                 No                 $8,700,000         $8,692,754       1.36       1.28       79.8%      67.8%
   64            1                 No                 $8,600,000         $8,600,000       2.12       1.85       64.7%      64.7%
   65            1                 No                 $8,275,000         $8,275,000       1.54       1.17       79.6%      74.3%
   66            1                 No                 $7,800,000         $7,774,052       1.90       1.73       51.7%       1.1%
   67            1                 No                 $7,500,000         $7,500,000       2.36       1.77       59.1%      55.2%
   68            2                 No                 $7,500,000         $7,493,800       1.37       1.25       74.8%      63.6%
   69            1                 No                 $7,000,000         $7,000,000       1.66       1.22       68.0%      63.2%
   70            2                 No                 $6,850,000         $6,850,000       1.55       1.23       78.7%      72.9%
   71            2                 No                 $6,757,000         $6,757,000       1.53       1.14       79.5%      71.4%
   72            1                 No                 $6,750,000         $6,750,000       1.54       1.31       75.0%      66.6%
   73            1                 No                 $6,150,000         $6,150,000       1.56       1.20       74.5%      68.7%
   74            1                 No                 $6,000,000         $6,000,000       1.29       1.11       55.7%      50.8%
   75            2                 No                 $5,200,000         $5,200,000       1.93       1.53       66.7%      60.8%
   76            1                 No                 $5,175,000         $5,161,131       1.90       1.67       74.5%      58.3%
   77            1                 No                 $5,150,000         $5,150,000       1.45       1.07       79.8%      74.5%
   78            1                 No                 $5,023,000         $5,023,000       1.54       1.18       75.5%      68.2%
   79            1                 No                 $4,600,000         $4,591,027       1.34       1.21       76.5%      64.6%
   80            1                 No                 $4,560,000         $4,556,260       1.25       1.20       64.6%      55.0%
   81            1                 No                 $4,500,000         $4,500,000       1.61       1.29       66.2%      60.4%
   82            1                 No                 $4,400,000         $4,400,000       1.31       1.10       65.5%      59.7%
   83            1                 No                 $4,400,000         $4,400,000       1.65       1.50       60.9%      52.2%
   84            1                 No                 $4,390,000         $4,390,000       1.41       1.15       67.5%      63.5%
   85            2                 No                 $4,250,000         $4,250,000       1.46       1.15       74.6%      69.6%
   86            1                 No                 $4,200,000         $4,156,661       1.39       1.15       66.2%       2.1%
   87            1                 No                 $4,025,000         $4,021,871       1.59       1.55       63.3%      57.6%
   88            1                 No                 $4,000,000         $4,000,000       1.37       1.08       79.4%      76.4%
   89            1                 No                 $4,000,000         $3,995,646       2.55       2.42       38.1%      31.5%
                                                      $3,850,000         $3,850,000       1.81       1.39       62.6%      56.7%
   90            1                 No                 $1,170,000         $1,170,000       1.81       1.39       62.6%      56.7%
   90            1                 No                 $1,010,000         $1,010,000       1.81       1.39       62.6%      56.7%
   90            1                 No                   $873,000           $873,000       1.81       1.39       62.6%      56.7%
   90            1                 No                   $797,000           $797,000       1.81       1.39       62.6%      56.7%
   91            1                 No                 $3,700,000         $3,700,000       1.26       1.03       79.6%      71.8%
   92            1                 No                 $3,500,000         $3,500,000       1.32       1.06       79.7%      71.8%
   93            1                 No                 $3,500,000         $3,493,188       2.99       2.62       49.2%      41.5%
   94            1                 No                 $3,440,000         $3,437,020       1.21       1.15       78.1%      66.1%
   95            1                 No                 $3,408,000         $3,401,765       1.45       1.39       66.3%      56.5%
   96            2                 No                 $3,400,000         $3,400,000       3.56       2.88       34.9%      31.0%
   97            1                 No                 $3,400,000         $3,397,506       1.32       1.22       77.2%      66.5%
   98            1                 No                 $3,400,000         $3,397,032       1.44       1.41       69.3%      58.6%
   99            1                 No                 $3,300,000         $3,300,000       1.78       1.47       63.5%      59.5%
  100            1                 No                 $3,280,000         $3,280,000       1.44       1.19       80.0%      75.0%
  101            1                 No                 $3,250,000         $3,247,299       1.32       1.24       73.8%      62.8%
  102            2                 No                 $3,200,000         $3,197,277       1.17       1.15       79.9%      67.8%
  103            1                 No                 $3,250,000         $3,188,314       1.57       1.36       72.0%      61.7%
  104            1                 No                 $3,100,000         $3,100,000       1.57       1.25       70.5%      68.0%
  105            1                 No                 $3,000,000         $3,000,000       1.68       1.63       45.8%      39.2%
  106            1                 No                 $3,000,000         $3,000,000       1.30       1.04       50.3%      45.5%
  107            1                 No                 $3,000,000         $2,997,430       1.59       1.40       66.6%      55.6%
  108            1                 No                 $3,000,000         $2,997,408       1.33       1.23       73.1%      61.9%
  109            1                 No                 $3,000,000         $2,994,300       1.44       1.43       62.4%      52.9%
  110            1                 No                 $2,920,000         $2,920,000       1.54       1.25       78.3%      69.2%
  111            1                 No                 $2,900,000         $2,897,403       2.24       1.99       27.0%      22.7%
  112            1                 No                 $2,900,000         $2,894,730       1.81       1.64       52.6%      44.9%
  113            1                 No                 $2,900,000         $2,860,494       1.53       1.36       36.2%       0.8%
  114            2                 No                 $2,840,000         $2,835,010       1.42       1.22       67.9%      58.1%
  115            1                 No                 $2,800,000         $2,800,000       2.04       1.63       55.7%      51.0%
  116            1                 No                 $2,787,875         $2,753,950       1.15       1.15       68.8%       2.4%
  117            1                 No                 $2,750,000         $2,744,677       1.27       1.17       69.8%       2.3%
  118            1                 No                 $2,600,000         $2,600,000       1.68       1.29       57.3%      50.9%
  119            1                 No                 $2,550,000         $2,550,000       1.70       1.32       75.0%      71.1%
  120            1                 No                 $2,500,000         $2,497,823       1.45       1.30       64.0%      54.2%
  121            1                 No                 $2,450,000         $2,408,425       1.06       1.06       64.2%       2.0%
  122            1                 No                 $2,300,000         $2,300,000       2.12       1.69       48.6%      45.5%
  123            2                 No                 $2,125,000         $2,125,000       1.68       1.38       78.7%      71.8%
  124            1                 No                 $2,120,000         $2,120,000       1.46       1.14       77.8%      72.6%
  125            1                 No                 $2,000,000         $1,979,615       1.79       1.74       31.9%       0.7%
  126            1                 No                 $1,750,000         $1,748,546       1.76       1.65       41.6%      35.4%
  127            2                 No                 $1,700,000         $1,700,000       1.62       1.27       61.8%      57.9%
  128            1                 No                 $1,550,000         $1,548,719       1.43       1.37       75.2%      68.1%
  129            1                 No                 $1,450,000         $1,444,264       1.30       1.22       68.8%       2.4%
  130            1                 No                 $1,450,000         $1,423,200       1.95       1.83       26.9%       0.6%
  131            1                 No                 $1,300,000         $1,300,000       1.38       1.27       61.9%      52.7%
  132            1                 No                 $1,180,000         $1,178,526       1.29       1.24       73.7%      57.5%
  133            1                 No                 $1,080,000         $1,079,131       1.58       1.20       71.9%      61.4%
  134            1                 No                 $1,000,000           $999,186       2.88       2.69       27.8%      23.7%

                                                  $2,056,132,092     $2,053,605,662      1.57X      1.40X       71.0%      65.8%


MORTGAGE
LOAN NO.    STREET ADDRESS                                       CITY                           STATE      ZIP CODE
----------------------------------------------------------------------------------------------------------------------

   1        100, 200 & 300 First Stamford Place                  Stamford                        CT         06902
   2        1919 Connecticut Ave                                 Washington                      DC         20009
   3        717 Texas Avenue                                     Houston                         TX         77002

   4        2421 Chillum Road                                    Hyattsville                     MD         20782
   4        515 South Willow Street                              Manchester                      NH          3103
   4        14225 SW Tualatin-Valley Highway                     Beaverton                       OR         97005
   4        8710 Burnet Road                                     Austin                          TX         78757
            6701 South Dixie Highway                             South Miami                     FL         33143
   5        1015-25 South 12th Street                            Philadelphia                    PA         19147
   5        1010 South Memorial Drive                            Tulsa                           OK         74112
   5        6000 Clark Avenue                                    Cleveland                       OH         44102
   5        1305 South I-45                                      Conroe                          TX         77301
            6265 Scarlett Court                                  Dublin                          CA         94568
   6        18160 Parthenia Street                               Northridge                      CA         91324
   6        701 Blanding Boulevard                               Orange Park                     FL         32065
   6        5140 South 103 East                                  Tulsa                           OK         74146
            900 North Lombardy Street                            Richmond                        VA         23220
   7        12215 LBJ Freeway                                    Garland                         TX         75041
   7        4400 Franklin Boulevard                              Eugene                          OR         97403
   7        2205 Hollywood Avenue                                Shreveport                      LA         71129
   7        1530 Locust Street                                   Kansas City                     MO         64108
   8        11575, 11475, and 11700 Great Oaks Way               Alpharetta                      GA         30022

   9        6175 Paseo Del Norte                                 Carlsbad                        CA         92009
   9        1600 Highland Avenue                                 Chester                         PA         19013
   9        2930 North Boulevard                                 Richmond                        VA         23230
   9        45715 Old Ox Road                                    Sterling                        VA         20166
   9        2828 Marietta Street                                 Kenner                          LA         70062
   9        351 East Belt Boulevard                              Richmond                        VA         23224
   9        1480 Annapolis Road                                  Odenton                         MD         21113
   9        4540 Washington Road                                 College Park                    GA         30349
   9        12280 North 51st Avenue                              Glendale                        AZ         85304
   9        8083 Elm Drive                                       Mechanicsville                  VA         23111
   9        2775 Foothill Boulevard                              Rialto                          CA         92376
   9        1325 Holland Road                                    Suffolk                         VA         23434
   9        6224 Colonel Glenn Road                              Little Rock                     AR         72204
   9        156 Jamil Road                                       Columbia                        SC         29210
   9        125 Decker Park Road                                 Columbia                        SC         29206
   9        7201 West Bank Expressway                            Marrero                         LA         70072
   9        5604 South Kings Highway                             Myrtle Beach                    SC         29575
   9        849 Highway 105 Bypass                               Boone                           NC         28607
   9        5919 Financial Plaza                                 Shreveport                      LA         71129

   10       299 Walker Rd                                        Jackson                         TN         38305
   10       100 Trace Drive                                      Jackson                         TN         38305
   10       33 Constellation Circle                              Jackson                         TN         38305
   10       714A Walker Rd                                       Jackson                         TN         38305
   10       1985 Campbell Street                                 Jackson                         TN         38305
   11       7340 & 7480 Miramar Road                             San Diego                       CA         92126
   12       211 North Pennsylvania Street                        Indianapolis                    IN         46204
   13       186-196 East 7th Street                              New York                        NY         10009

   14       1700 North State Road 7                              Margate                         FL         33063
   14       1023 West Mercury Boulevard                          Hampton                         VA         23666
   14       8330 Highway 6 North Houston                         Houston                         TX         77095
   14       450 North Cherokee Lane                              Lodi                            CA         95240
   15       15 Rusfield Street                                   Boston                          MA         02118
   15       310 Avenida Pico                                     San Clemente                    CA         92672
   15       4001 East Colonial Drive                             Orlando                         FL         32803
   15       6500 NW Expressway                                   Oklahoma City                   OK         73132
   16       388 South Main Street                                Akron                           OH         44311
   17       1895 Fourteenth Avenue SE                            Albany                          OR         97322
   18       1035 - 1051 S. State Rd. 7                           Wellington                      FL         33414
   19       3001 & 3035 North Andrews Ave.                       Pompano Beach                   FL         33069
             Extension & 2000 Park Central Boulevard North
   20       S. 8th Street & W. Broad Street                      Boise                           ID         83702
   21       3225 Alderwood Mall Blvd.                            Lynnwood                        WA         98036

   22       4999 Louise Drive                                    Lower Allen Township            PA         17111
   22       100 Corporate Center Drive                           East Pennsboro Township         PA         17011
   22       101 Erford Road                                      East Pennsboro Township         PA         17011
   22       939 East Park Drive                                  Lower Paxton Township           PA         17111
   22       645 North 12th Street                                lemoyne Borough                 PA         17111
   22       50 Commerce Drive                                    Spring Township                 PA       19610-3335
   22       1991 State Hill Road                                 Wyomissing Borough              PA       19610-1648
   23       160 East 65th Street                                 New York                        NY         10021
   24       6 Sun Island Drive                                   Nantucket                       MA         02554

   25       2640 Floral Avenue                                   Selma                           CA         93662
   26       4224 E. Shields Avenue                               Fresno                          CA         93726
   27       1809 Cecil Avenue                                    Delano                          CA         93215
   28       150 East Lerdo Highway                               Shafter                         CA         93263
   29       81 Main Street                                       White Plains                    NY         10601
   30       6101 Sequoia Road NW                                 Albuquerque                     NM         87120
   31       Headquarters Drive & Governor Ritchie Hwy            Millersville & Severna Park     MD      21108, 21146
   32       2240 Sawtelle Blvd.                                  Los Angeles                     CA         90064
   33       450 Johnny Mercer Boulevard                          Savannah                        GA         31410
   34       16401 Chenal Valley Dr.                              Little Rock                     AR         72223
   35       5115 Lake Rd.                                        Sheffield Lake                  OH         44054
   36       1843 East Highland and 2300-2302 East Highland       Jonesboro                       AR         72401
   37       190 Parkridge Drive                                  Columbia                        SC         29212
   38       4747 East Elliot                                     Phoenix                         AZ         85044
   39       701-707 Technology Center Drive                      Stoughton                       MA         02072
   40       5151 Sunrise Highway                                 Sayville                        NY         11716
   41       6530 Covington Road                                  Fort Wayne                      IN         46804
   42       3975 Taravue Lane                                    St. Louis                       MO         63125
   43       3245 Hamilton Boulevard                              South Whitehall                 PA         18103
   44       512 10th Street/1802 B Street, 25300 IH 10 West,     Floresville, San Antonio        TX      78114, 78257
            28730 IH 10 West, 25518 IH 10 West
   45       3900 NW 106th Street                                 Urbandale                       IA         50322
   46       7509 & 7515 SR 52                                    Hudson                          FL         34667
   47       210 Adrian Road                                      Millbrae                        CA         94030
   48       4095 Burbank Rd.                                     Woooster                        OH         44691
   49       1991-2001 Crocker Road                               Westlake                        OH         44145
   50       3178 Lavon Drive                                     Garland                         TX         75040
   51       4001 Woodcreek Oaks Blvd                             Roseville                       CA         95747
   52       500 S Sepulveda Boulevard                            Manhattan Beach                 CA         90266
   53       15104-15310 East Indiana Avenue                      Spokane Valley                  WA         99216
   54       1550 N. 19th Avenue                                  Bozeman                         MT         59715
   55       2055 Cliff Road                                      Eagan                           MN         55122
   56       1050 East Ray Road                                   Chandler                        AZ         85225
   57       4323,4265,4281,4151 45th St                          Fargo                           ND         58104
   58       205 West Montgomery Cross Road                       Savannah                        GA         31406
   59       190 Jony Drive                                       Carlstadt                       NJ         07072
   60       724 Fifth Avenue                                     New York                        NY         10019
   61       7381 Normandie Court                                 Hazelwood                       MO         63042
   62       1109 & 1211 West Myrtle Street                       Boise                           ID         83702
   63       808 - 908 West Maple St.                             Hartville                       OH         44632
   64       12101 Barber Greene Road                             DeKalb                          IL       60115-7901
   65       7508 Beechwood Centre Road                           Avon                            IN         46123
   66       800 Phillips Lane                                    Louisville                      KY         40209
   67       14783 West Grand Avenue                              Surprise                        AZ         85374
   68       4651 Mimi Drive                                      Indianapolis                    IN         46237
   69       1814 Centeral Ave.                                   Albany                          NY         12205
   70       17100 Rolling Creek Dr                               Houston                         TX         77090
   71       2600 Tealwood Drive                                  Oklahoma City                   OK         73120
   72       2070 Newport Boulevard                               Costa Mesa                      CA         92626
   73       2501, 2551 and 2581 45th St South                    Fargo                           ND         58104
   74       15305 Little Morongo Road                            Desert Hot Springs              CA         92240
   75       6928 Oakwood Dr.                                     Florence                        KY         41042
   76       230 Warren Mason Boulevard                           Brunswick                       GA         31520
   77       7250 France Ave S                                    Edina                           MN       55435-4305
   78       4139 W. Bell Road                                    Phoenix                         AZ         85053
   79       7401 S. 78th Ave.                                    Bridgeview                      IL         60455
   80       720 Paularino Avenue                                 Costa Mesa                      CA         92626
   81       4174 - 4246 Pontiac Lake Rd.                         Waterford Township              MI         48328
   82       201 Stauffer Court                                   Walkersville                    MD         21793
   83       1424 East Foremaster Drive                           St. George                      UT         84790
   84       1070 & 1080 Country Club Drive                       Simi Vallley                    CA         93065
   85       14802 County Road 5                                  Burnsville                      MN         55306
   86       9000 Emmott Road; 7100, 7150, & 7200 Ertel Lane;     Houston                         TX         77040
            7000 & 7020 Dallas Street; 9101 & 9103
            Keough Road; 7025, 7045, 7075, and 7095
            San Antonio Street; 9000, 9015, and 9028 Hahn Road
   87       2401 SW 17th Rd.                                     Ocala                           FL         34474
   88       28983 & 28991 IH 10 West                             Boerne                          TX         78006
   89       23041-71 Antonio Parkway                             Rancho Santa Margarita          CA         92688

   90       6785 Commonwealth Avenue                             Jacksonville                    FL         32254
   90       590 East Oakland Park Boulevard                      Wilton Manors                   FL         33334
   90       8199 US Highway 19 North                             Pinnellas Park                  FL         33781
   90       7867 Adairsville Highway 140                         Adairsville                     GA         30103
   91       13799 Park Blvd                                      Seminole                        FL         33776
   92       1813 Old Philadelphia Pike                           Lancaster                       PA         17602
   93       3154 Navarre Ave.                                    Oregon                          OH         43616
   94       58 Grant Avenue                                      Carteret                        NJ         07008
   95       5502 Memorial Dr.                                    Stone Mountain                  GA         30083
   96       218 South Street                                     Morristown                      NJ         07960
   97       3590 Citadel Drive North                             Colorado Springs                CO         80909
   98       45995 & 45999 Regal Plaza                            Sterling                        VA         20615
   99       12331 Pacific Highway South                          Lakewood                        WA         98499
  100       8507 Walbrook Drive                                  Knoxville                       TN         37923
  101       1850 Plover Road                                     Plover                          WI         54467
  102       202 Jacobstown-New Egypt Road                        Wrightstown                     NJ         08562
  103       402 E. Yakima Ave                                    Yakima                          WA         98901
  104       2409 Acton Road                                      Birmingham                      AL         35243
  105       1619 N. Dysart Road                                  Avondale                        AZ         85323
  106       350 Alumni Rd.                                       Newington                       CT         06111
  107       14000 Medical Complex Drive                          Tomball                         TX         77375
  108       20 Aquarium Drive                                    Secaucus                        NJ         07094
  109       28100 Chagrin Blvd.                                  Woodmere                        OH         44122
  110       2702 E. Yampa St., 1012 Hathaway Dr.,                Colorado Springs                CO         80909
             6050 Terminal Ave.
  111       22973 & 23057 State Road 7                           Boca Raton                      FL         33428
  112       3282 Academy Avenue                                  Portsmouth                      VA         23703
  113       1151 Azalea Garden Road                              Norfolk                         VA         23502
  114       6333 Windswept Lane                                  Houston                         TX       77057-7279
  115       988 Civic Center Drive                               Collierville                    TN         38017
  116       510 West Marion Road                                 Mt. Gilead                      OH         43338
  117       302-342 Dussel Drive                                 Maumee                          OH         43537
  118       3950 and 3970 North Las Vegas Boulevard              Las Vegas                       NV         89115
  119       4870-4874 Harvest Mill Way & 4860                    Knoxville                       TN         37918
            North Broadway Street
  120       11100 Westlake Drive                                 Charlotte                       NC         28273
  121       719 North Main Street                                San Antonio                     TX         78205
  122       175 & 225 McMurray Road                              Buellton                        CA         93427
  123       630 S. Abbe Rd.                                      Elyria                          OH         44035
  124       604 Race Street                                      Cincinnati                      OH         45202
  125       1800 Prime Place                                     Hauppauge                       NY         11788
  126       5770-5780 Uplander Way                               Culver City                     CA         90230
  127       123 Ridge Court                                      Newnan                          GA         30265
  128       205 Beltline Road                                    Anderson                        SC         29621
  129       5802 Kirby Drive                                     West University Place           TX         77005
  130       812-836 5th Avenue                                   Redwood City                    CA         94063
  131       6085 Hillandale Drive                                Lithonia                        GA         30058
  132       8418 East 171st Street                               Belton                          MO         64012
  133       100 East Sunset Drive                                Monroe                          NC         28112
  134       4125 & 4145 West Dewey Drive                         Las Vegas                       NV         89118


MORTGAGE                                                                                      PERCENT    PERCENT LEASED    SECURITY
LOAN NO.  PROPERTY TYPE     PROPERTY SUB-TYPE  UNITS/SF      YEAR BUILT       YEAR RENOVATED  LEASED(5)   AS OF DATE(5)    TYPE(6)
------------------------------------------------------------------------------------------------------------------------------------

   1      Office            Suburban            793,624      1984-1986             NAP           98.7%     04/30/2007      Fee
   2      Hospitality       Full Service          1,119         1965               NAP           73.4%     03/31/2007      Fee
   3      Office            Urban               696,421         2003               NAP          100.0%     06/28/2007      Fee

   4      Self Storage      Self Storage         83,855         1961               NAP           93.8%     03/31/2007      Fee
   4      Self Storage      Self Storage         48,643         1940               NAP           77.8%     03/31/2007      Fee
   4      Self Storage      Self Storage         48,300         1988               NAP           96.2%     03/31/2007      Fee
   4      Self Storage      Self Storage         37,010         1983               NAP           93.9%     03/31/2007      Fee
          Self Storage      Self Storage         46,150         1951            1970, 1998       93.9%     03/31/2007      Fee
   5      Self Storage      Self Storage         93,191         1913               1980          91.5%     03/31/2007      Fee
   5      Self Storage      Self Storage         45,725         1953               1975          89.3%     03/31/2007      Fee
   5      Self Storage      Self Storage         62,988         1949               NAP           84.2%     03/31/2007      Fee
   5      Self Storage      Self Storage         37,425         1980               NAP           89.4%     03/31/2007      Fee
          Self Storage      Self Storage         61,075      1982, 1993            NAP           85.9%     03/31/2007      Fee
   6      Self Storage      Self Storage         44,569         1996               NAP           90.2%     03/31/2007      Fee
   6      Self Storage      Self Storage         40,375         1995               NAP           92.8%     03/31/2007      Fee
   6      Self Storage      Self Storage         52,450         1975               1996          83.6%     03/31/2007      Fee
          Self Storage      Self Storage         92,161         1880               NAP           87.1%     03/31/2007      Fee
   7      Self Storage      Self Storage         64,270         1971               NAP           83.1%     03/31/2007      Fee
   7      Self Storage      Self Storage         40,735         1980               NAP           88.3%     03/31/2007      Fee
   7      Self Storage      Self Storage         62,297         1960               1980          84.1%     03/31/2007      Fee
   7      Self Storage      Self Storage         45,228         1916               NAP           79.1%     03/31/2007      Fee
   8      Office            Suburban            623,060      1998-2000             NAP           92.7%     05/16/2007      Fee

   9      Self Storage      Self Storage         74,040         1996               NAP           94.8%     03/31/2007      Fee
   9      Self Storage      Self Storage         71,750         1989               NAP           93.7%     03/31/2007      Fee
   9      Self Storage      Self Storage         54,619         1946               NAP           88.4%     03/31/2007      Fee
   9      Self Storage      Self Storage         41,700         1987               NAP           85.4%     03/31/2007      Fee
   9      Self Storage      Self Storage         74,110         1990               NAP           59.2%     03/31/2007      Fee
   9      Self Storage      Self Storage         60,730         1988               NAP           82.8%     03/31/2007      Fee
   9      Self Storage      Self Storage         40,840         1988               NAP           92.2%     03/31/2007      Fee
   9      Self Storage      Self Storage         55,450         1986               NAP           88.8%     03/31/2007      Fee
   9      Self Storage      Self Storage         40,455         1980               NAP           95.7%     03/31/2007      Fee
   9      Self Storage      Self Storage         35,500         1989               NAP           88.2%     03/31/2007      Fee
   9      Self Storage      Self Storage         42,769         1988               NAP           85.5%     03/31/2007      Fee
   9      Self Storage      Self Storage         35,400         1988               NAP           93.6%     03/31/2007      Fee
   9      Self Storage      Self Storage         67,306         1980               NAP           78.8%     03/31/2007      Fee
   9      Self Storage      Self Storage         50,650         1988               NAP           87.9%     03/31/2007      Fee
   9      Self Storage      Self Storage         52,804         1986               NAP           79.5%     03/31/2007      Fee
   9      Self Storage      Self Storage         26,110         1985               NAP           96.3%     03/31/2007      Fee
   9      Self Storage      Self Storage         32,660         1987               NAP           89.3%     03/31/2007      Fee
   9      Self Storage      Self Storage         29,960         1985               NAP           70.3%     03/31/2007      Fee
   9      Self Storage      Self Storage         46,325         1986               NAP           73.5%     03/31/2007      Fee

   10     Multifamily       Garden                  380         1997               NAP           91.1%     03/07/2007      Fee
   10     Multifamily       Garden                  212         2001               NAP           91.5%     03/07/2007      Fee
   10     Multifamily       Garden                  160         1996               2006          99.4%     03/07/2007      Fee
   10     Multifamily       Garden                  101         1979               NAP           91.0%     03/07/2007      Fee
   10     Multifamily       Garden                   50         1997               2006          98.0%     03/07/2007      Fee
   11     Retail            Unanchored          211,734      1991-1992             NAP           87.7%     07/09/2007      Fee
   12     Office            Urban               662,416         1970         1997-2005; 2007     68.5%     04/01/2007      Fee
   13     Multifamily       Low Rise                124         1998               NAP          100.0%     06/11/2007      Fee

   14     Self Storage      Self Storage         71,401         1994               NAP           98.6%     03/31/2007      Fee
   14     Self Storage      Self Storage         43,134         1956               NAP           94.3%     03/31/2007      Fee
   14     Self Storage      Self Storage         41,975         1995               NAP           90.7%     03/31/2007      Fee
   14     Self Storage      Self Storage         51,125     1990 / 1995            NAP           83.9%     03/31/2007      Fee
   15     Self Storage      Self Storage         88,574         1920               NAP           74.4%     03/31/2007      Fee
   15     Self Storage      Self Storage         31,016         1981               NAP           96.6%     03/31/2007      Fee
   15     Self Storage      Self Storage         32,874         1984               NAP           95.2%     03/31/2007      Fee
   15     Self Storage      Self Storage         42,358         1983               NAP           81.5%     03/31/2007      Fee
   16     Office            Urban               429,080         1925               1995          97.6%     06/29/2007      Leasehold
   17     Retail            Anchored            288,853      1988-2005             2006          79.6%     02/13/2007      Fee
   18     Mixed Use         Retail/Office        96,711     2006 - 2007            NAP           84.1%     05/18/2007      Fee
   19     Industrial        Flex                373,225         2000               NAP          100.0%     05/01/2007      Fee
   20     Retail            Anchored            118,050         2005               NAP           94.3%     06/29/2007      Fee
   21     Retail            Anchored            105,338         1985               NAP           98.8%     03/01/2007      Fee

   22     Office            Suburban             57,078         1998               NAP           98.0%     07/03/2007      Fee
   22     Office            Suburban             41,998         1989               NAP           94.2%     07/03/2007      Fee
   22     Office            Suburban             26,005         2000               NAP           73.9%     07/03/2007      Fee
   22     Office            Suburban             24,700         1988               NAP          100.0%     07/03/2007      Fee
   22     Office            Suburban             15,344         1988               NAP           66.8%     07/03/2007      Fee
   22     Office            Suburban             12,784         1997               NAP          100.0%     07/03/2007      Fee
   22     Office            Suburban             10,922         1996               NAP          100.0%     07/03/2007      Fee
   23     Multifamily       Cooperative             180         1968               1985         100.0%     04/30/2007      Fee
   24     Self Storage      Self Storage         93,585         2002               NAP           94.9%     04/22/2007      Fee

   25     Retail            Free Standing        17,272         2006               NAP          100.0%     08/01/2007      Fee
   26     Retail            Free Standing        17,272         2006               NAP          100.0%     08/01/2007      Fee
   27     Retail            Free Standing        17,272         2006               NAP          100.0%     08/01/2007      Fee
   28     Retail            Free Standing        17,272         2006               NAP          100.0%     08/01/2007      Fee
   29     Office            Urban               121,696         1984               2003          97.4%     06/01/2007      Fee
   30     Multifamily       Garden                  280         1985            2003-2004        94.6%     06/07/2007      Fee
   31     Industrial        Flex                208,089      1985-1987             NAP           90.9%     06/19/2007      Fee
   32     Self Storage      Self Storage         50,064         1998               NAP           94.7%     04/26/2007      Fee
   33     Multifamily       Garden                  192         1984               NAP           92.7%     06/28/2007      Fee
   34     Multifamily       Low Rise                216         1999               NAP           95.8%     06/20/2007      Fee
   35     Multifamily       High Rise               241         1969            2000-2006        93.4%     06/14/2007      Fee
   36     Retail            Anchored            151,324         1977               1998          96.4%     04/30/2007      Fee
   37     Office            Medical              88,766         2003               NAP           95.3%     05/17/2007      Leasehold
   38     Retail            Anchored             54,065         1986               NAP           89.3%     06/01/2007      Fee
   39     Retail            Specialty            77,584         2005               NAP          100.0%     04/23/2007      Fee
   40     Other             Leased Fee          212,006         1968               NAP          100.0%     04/25/2007      Fee
   41     Multifamily       Garden                  495      1968-1973             NAP           85.1%     04/04/2007      Fee
   42     Multifamily       Garden                  304         1974               NAP           90.5%     05/17/2007      Fee
   43     Retail            Unanchored          101,763         1970               2001          90.2%     06/07/2007      Fee
   44     Self Storage      Self Storage        227,392      1983-2006             NAP           87.8%     03/23/2007      Fee
   45     Industrial        Flex                518,161         1968            1972, 1982       89.9%     05/01/2007      Fee
   46     Office            Medical              49,925      2000-2004             NAP           94.1%     06/26/2007      Fee
   47     Self Storage      Self Storage         82,425         1980               1995          87.5%     04/24/2007      Fee
   48     Retail            Anchored            146,985         1992               NAP           94.1%     05/31/2007      Fee
   49     Office            Suburban            145,242      1981, 1985            NAP           91.1%     06/04/2007      Fee
   50     Retail            Anchored            148,870         1995               2002         100.0%     04/30/2007      Fee
   51     Retail            Anchored             29,335         2002               NAP          100.0%     03/15/2007      Fee
   52     Office            Office               32,321         1976               NAP           94.1%     12/31/2006      Fee
   53     Retail            Anchored            111,836         1997               NAP          100.0%     05/29/2007      Fee
   54     Retail            Anchored             76,034         2000               NAP           98.7%     05/15/2007      Fee
   55     Retail            Free Standing        64,234         1998               NAP          100.0%     08/01/2007      Fee
   56     Retail            Unanchored           34,295         2001               NAP           95.9%     03/01/2007      Fee
   57     Retail            Anchored            131,179         2006               NAP           90.5%     03/01/2007      Fee
   58     Multifamily       Garden                  144         1986               NAP           89.6%     06/28/2007      Fee
   59     Industrial        Warehouse           102,292      1969/1975             2000         100.0%     06/12/2007      Fee
   60     Office            Urban                56,400         1921               NAP           84.5%     05/31/2007      Fee
   61     Multifamily       Garden                  272         1970               NAP           94.1%     04/30/2007      Fee
   62     Office            Urban                62,611      1994, 1999            NAP           88.8%     02/21/2007      Fee
   63     Retail            Anchored            137,168     1974, 1975,
                                                             1978, 1999            2004          94.4%     04/19/2007      Fee
   64     Industrial        Warehouse           304,704         1957               2007         100.0%     05/30/2007      Fee
   65     Retail            Anchored             99,005         1999               NAP           98.4%     05/31/2007      Fee
   66     Hospitality       Limited Service         130         1995               NAP           65.3%     03/23/2007      Fee
   67     Hospitality       Limited Service         100         2005               NAP           69.3%     03/01/2007      Fee
   68     Multifamily       Garden                  304         1970               2006          82.9%     02/08/2007      Fee
   69     Retail            Anchored            139,078         1990               2003          98.5%     12/31/2006      Fee
   70     Multifamily       Garden                  180         1969               2005          96.1%     05/24/2007      Fee
   71     Multifamily       Garden                  230         1983               NAP           92.6%     03/06/2007      Fee
   72     Hospitality       Limited Service          62         1989               NAP             NAP         NAP         Fee
   73     Retail            Unanchored           56,469         2001               NAP           91.5%     03/15/2007      Fee
   74     Self Storage      Self Storage         88,575         1994               NAP           84.0%     05/08/2007      Fee
   75     Multifamily       Garden                  201   Phase I - 1970;
                                                          Phase II - 1979          NAP           97.0%     05/14/2007      Fee
   76     Hospitality       Limited Service         129         1991               2006          66.7%     12/31/2006      Fee
   77     Office            Medical              51,201         1973               2006          81.7%     05/01/2007      Fee
   78     Retail            Anchored             35,950         1985               NAP          100.0%     04/07/2007      Fee
   79     Industrial        Warehouse           192,384  1962, 1970's, 1987        NAP          100.0%     01/01/2007      Fee
   80     Office            Medical              15,000         1981            1998-2001       100.0%     05/18/2007      Fee
   81     Retail            Shadow Anchored      49,978         1987               2006          85.3%     07/26/2007      Fee
   82     Self Storage      Self Storage         55,928         2005               NAP           85.0%     05/31/2007      Fee
   83     Office            Medical              39,230         2007               NAP          100.0%     07/19/2007      Fee
   84     Retail            Unanchored           20,730         1999               NAP          100.0%     04/27/2007      Fee
   85     Multifamily       Garden                   60         1985               NAP           91.7%     05/01/2007      Fee
   86     Industrial        Flex                178,278         1991               2006          95.7%     07/03/2007      Fee
   87     Self Storage      Self Storage         82,841         1987               NAP           72.0%     03/19/2007      Fee
   88     Self Storage      Self Storage        111,286      1985-2005             NAP           90.1%     03/23/2007      Fee
   89     Retail            Unanchored           32,236         1996               NAP          100.0%     06/04/2007      Fee

   90     Retail            Free Standing         2,861         2002               NAP          100.0%     06/29/2007      Fee
   90     Retail            Free Standing           819         1993               NAP          100.0%     06/29/2007      Fee
   90     Retail            Free Standing           856         2003               NAP          100.0%     06/29/2007      Fee
   90     Retail            Free Standing         2,100         1996               NAP          100.0%     06/29/2007      Fee
   91     Self Storage      Self Storage         33,173         1997               NAP           85.6%     05/16/2007      Fee
   92     Self Storage      Self Storage         61,685     1998, 1999,
                                                          2000, 2004, 2007         NAP           77.2%     04/13/2007      Fee
   93     Hospitality       Limited Service          85         2003               NAP           73.5%     11/01/2006      Fee
   94     Industrial        Warehouse            50,000         1972            2003-2004       100.0%     06/20/2007      Fee
   95     Self Storage      Self Storage        105,788         1988            1997-1998        78.8%     04/03/2007      Fee
   96     Multifamily       Mid Rise                 76         1965               NAP           97.4%     06/05/2007      Fee
   97     Retail            Single Tenant        42,024         1995               2005         100.0%     07/01/2007      Fee
   98     Retail            Shadow Anchored      11,102         2007               NAP          100.0%     05/29/2007      Fee
   99     Self Storage      Self Storage         52,175         1983               NAP           99.6%     04/30/2007      Fee
  100     Self Storage      Self Storage            403         2000               NAP           94.3%     05/29/2007      Fee
  101     Retail            Free Standing        43,761         1999               NAP          100.0%     06/27/2007      Fee
  102     Manufactured      Manufactured            102         1980               NAP           92.2%     06/25/2007      Fee
          Housing Community Housing Community
  103     Office            Suburban            129,005         1939               1980          86.7%     06/01/2007      Fee
  104     Retail            Unanchored           25,200         1997               NAP           95.2%     06/20/2007      Fee
  105     Retail            Shadow Anchored      12,316         2006               NAP          100.0%     05/01/2007      Fee
  106     Self Storage      Self Storage         88,300         2002               NAP           53.3%     04/12/2007      Fee
  107     Hospitality       Limited Service          67         2003               NAP           59.8%     03/31/2007      Fee
  108     Industrial        Light                48,000         1975               NAP           99.2%     06/13/2007      Fee
  109     Other             Leased Fee           11,970         2007               NAP          100.0%     05/07/2007      Fee
  110     Self Storage      Self Storage         48,045         1996               NAP           94.3%     04/06/2007      Fee
  111     Retail            Anchored             72,066     1975 / 1987            2006         100.0%     06/07/2007      Fee
  112     Retail            Unanchored           45,483         1989               2004         100.0%     05/30/2007      Fee
  113     Office            Suburban             52,359         1987               NAP          100.0%     03/01/2007      Fee
  114     Multifamily       Garden                  112         1982               NAP           91.0%     05/01/2007      Fee
  115     Self Storage      Self Storage         71,225         2004               NAP           82.4%     04/24/2007      Fee
  116     Retail            Free Standing        11,157         2006               NAP          100.0%     04/30/2007      Fee
  117     Retail            Unanchored           33,351         1986               NAP           90.2%     06/11/2007      Fee
  118     Industrial        Light                33,700         2000               NAP           76.3%     06/14/2007      Fee
  119     Retail            Unanchored           16,214         2003               NAP          100.0%     04/19/2007      Fee
  120     Industrial        Light                59,000     1989 / 1997            NAP          100.0%     06/06/2007      Fee
  121     Other             Leased Fee            5,300         2006               NAP          100.0%     08/01/2007      Fee
  122     Retail            Shadow Anchored      17,772         2001               NAP          100.0%     06/08/2007      Fee
  123     Multifamily       Garden                   48         1970            2004-2006        95.8%     06/14/2007      Fee
  124     Retail            Free Standing         8,343         1950               1998         100.0%     03/20/2007      Fee
  125     Self Storage      Self Storage         59,181         1991               NAP           79.1%     04/06/2007      Fee
  126     Industrial        Flex                 16,369         1979               NAP          100.0%     06/28/2007      Fee
  127     Multifamily       Garden                   25         1997               NAP          100.0%     06/06/2007      Fee
  128     Self Storage      Self Storage         39,349         1990               NAP           80.4%     03/20/2007      Fee
  129     Retail            Unanchored            9,270         1960               NAP           78.4%     05/01/2007      Fee
  130     Retail            Anchored             18,916         1950               NAP           91.8%     03/22/2007      Fee
  131     Office            Medical               9,126         2007               NAP          100.0%     07/03/2007      Fee
  132     Retail            Free Standing         7,000         2006               NAP          100.0%     06/11/2007      Fee
  133     Retail            Anchored             58,962         1975               NAP           80.6%     06/22/2007      Fee
  134     Industrial        Light                27,000         1988               NAP          100.0%     06/12/2007      Fee


                                            CUT-OFF DATE
MORTGAGE  LIEN                              BALANCE PER               FIRST PAYMENT  FIRST PAYMENT
LOAN NO.  POSITION  RELATED BORROWER LIST     UNIT OR SF   NOTE DATE    DATE (P&I)     DATE (IO)    MATURITY DATE   DUE DATE
-----------------------------------------------------------------------------------------------------------------------------

   1      First              NAP                    $315  06/15/2007    08/05/2012     08/05/2007    07/05/2017        5
   2      First              NAP                $192,136  05/30/2007       NAP         07/05/2007    06/05/2012        5
   3      First              NAP                    $230  06/28/2007       NAP         08/01/2007    07/01/2017        1
                                                          06/22/2007    08/01/2007        NAP        07/01/2016
   4      First     4, 5, 6, 7, 9, 14, 15            $95  06/22/2007    08/01/2007        NAP        07/01/2016        1
   4      First     4, 5, 6, 7, 9, 14, 15            $95  06/22/2007    08/01/2007        NAP        07/01/2016        1
   4      First     4, 5, 6, 7, 9, 14, 15            $95  06/22/2007    08/01/2007        NAP        07/01/2016        1
   4      First     4, 5, 6, 7, 9, 14, 15            $95  06/22/2007    08/01/2007        NAP        07/01/2016        1
          First     4, 5, 6, 7, 9, 14, 15            $95  06/22/2007    08/01/2007        NAP        07/01/2016        1
   5      First     4, 5, 6, 7, 9, 14, 15            $95  06/22/2007    08/01/2007        NAP        07/01/2016        1
   5      First     4, 5, 6, 7, 9, 14, 15            $95  06/22/2007    08/01/2007        NAP        07/01/2016        1
   5      First     4, 5, 6, 7, 9, 14, 15            $95  06/22/2007    08/01/2007        NAP        07/01/2016        1
   5      First     4, 5, 6, 7, 9, 14, 15            $95  06/22/2007    08/01/2007        NAP        07/01/2016        1
          First     4, 5, 6, 7, 9, 14, 15            $95  06/22/2007    08/01/2007        NAP        07/01/2016        1
   6      First     4, 5, 6, 7, 9, 14, 15            $95  06/22/2007    08/01/2007        NAP        07/01/2016        1
   6      First     4, 5, 6, 7, 9, 14, 15            $95  06/22/2007    08/01/2007        NAP        07/01/2016        1
   6      First     4, 5, 6, 7, 9, 14, 15            $95  06/22/2007    08/01/2007        NAP        07/01/2016        1
          First     4, 5, 6, 7, 9, 14, 15            $95  06/22/2007    08/01/2007        NAP        07/01/2016        1
   7      First     4, 5, 6, 7, 9, 14, 15            $95  06/22/2007    08/01/2007        NAP        07/01/2016        1
   7      First     4, 5, 6, 7, 9, 14, 15            $95  06/22/2007    08/01/2007        NAP        07/01/2016        1
   7      First     4, 5, 6, 7, 9, 14, 15            $95  06/22/2007    08/01/2007        NAP        07/01/2016        1
   7      First     4, 5, 6, 7, 9, 14, 15            $95  06/22/2007    08/01/2007        NAP        07/01/2016        1
   8      First              NAP                    $124  05/16/2007       NAP         07/01/2007    06/01/2017        1
                                                          06/22/2007    08/01/2007        NAP        07/01/2017
   9      First     4, 5, 6, 7, 9, 14, 15            $73  06/22/2007    08/01/2007        NAP        07/01/2017        1
   9      First     4, 5, 6, 7, 9, 14, 15            $73  06/22/2007    08/01/2007        NAP        07/01/2017        1
   9      First     4, 5, 6, 7, 9, 14, 15            $73  06/22/2007    08/01/2007        NAP        07/01/2017        1
   9      First     4, 5, 6, 7, 9, 14, 15            $73  06/22/2007    08/01/2007        NAP        07/01/2017        1
   9      First     4, 5, 6, 7, 9, 14, 15            $73  06/22/2007    08/01/2007        NAP        07/01/2017        1
   9      First     4, 5, 6, 7, 9, 14, 15            $73  06/22/2007    08/01/2007        NAP        07/01/2017        1
   9      First     4, 5, 6, 7, 9, 14, 15            $73  06/22/2007    08/01/2007        NAP        07/01/2017        1
   9      First     4, 5, 6, 7, 9, 14, 15            $73  06/22/2007    08/01/2007        NAP        07/01/2017        1
   9      First     4, 5, 6, 7, 9, 14, 15            $73  06/22/2007    08/01/2007        NAP        07/01/2017        1
   9      First     4, 5, 6, 7, 9, 14, 15            $73  06/22/2007    08/01/2007        NAP        07/01/2017        1
   9      First     4, 5, 6, 7, 9, 14, 15            $73  06/22/2007    08/01/2007        NAP        07/01/2017        1
   9      First     4, 5, 6, 7, 9, 14, 15            $73  06/22/2007    08/01/2007        NAP        07/01/2017        1
   9      First     4, 5, 6, 7, 9, 14, 15            $73  06/22/2007    08/01/2007        NAP        07/01/2017        1
   9      First     4, 5, 6, 7, 9, 14, 15            $73  06/22/2007    08/01/2007        NAP        07/01/2017        1
   9      First     4, 5, 6, 7, 9, 14, 15            $73  06/22/2007    08/01/2007        NAP        07/01/2017        1
   9      First     4, 5, 6, 7, 9, 14, 15            $73  06/22/2007    08/01/2007        NAP        07/01/2017        1
   9      First     4, 5, 6, 7, 9, 14, 15            $73  06/22/2007    08/01/2007        NAP        07/01/2017        1
   9      First     4, 5, 6, 7, 9, 14, 15            $73  06/22/2007    08/01/2007        NAP        07/01/2017        1
   9      First     4, 5, 6, 7, 9, 14, 15            $73  06/22/2007    08/01/2007        NAP        07/01/2017        1
                                                          05/11/2007       NAP         07/01/2007    06/01/2012
   10     First              NAP                 $71,982  05/11/2007       NAP         07/01/2007    06/01/2012        1
   10     First              NAP                 $71,982  05/11/2007       NAP         07/01/2007    06/01/2012        1
   10     First              NAP                 $71,982  05/11/2007       NAP         07/01/2007    06/01/2012        1
   10     First              NAP                 $71,982  05/11/2007       NAP         07/01/2007    06/01/2012        1
   10     First              NAP                 $71,982  05/11/2007       NAP         07/01/2007    06/01/2012        1
   11     First     11, 21, 38, 51, 52, 56          $227  06/04/2007       NAP         08/01/2007    07/01/2017        1
   12     First              NAP                     $72  06/15/2007    08/01/2009     08/01/2007    07/01/2017        1
   13     First              NAP                $375,000  06/11/2007       NAP         08/05/2007    07/05/2017        5
                                                          06/22/2007    08/01/2007        NAP        07/01/2019
   14     First     4, 5, 6, 7, 9, 14, 15           $115  06/22/2007    08/01/2007        NAP        07/01/2019        1
   14     First     4, 5, 6, 7, 9, 14, 15           $115  06/22/2007    08/01/2007        NAP        07/01/2019        1
   14     First     4, 5, 6, 7, 9, 14, 15           $115  06/22/2007    08/01/2007        NAP        07/01/2019        1
   14     First     4, 5, 6, 7, 9, 14, 15           $115  06/22/2007    08/01/2007        NAP        07/01/2019        1
   15     First     4, 5, 6, 7, 9, 14, 15           $115  06/22/2007    08/01/2007        NAP        07/01/2019        1
   15     First     4, 5, 6, 7, 9, 14, 15           $115  06/22/2007    08/01/2007        NAP        07/01/2019        1
   15     First     4, 5, 6, 7, 9, 14, 15           $115  06/22/2007    08/01/2007        NAP        07/01/2019        1
   15     First     4, 5, 6, 7, 9, 14, 15           $115  06/22/2007    08/01/2007        NAP        07/01/2019        1
   16     First              NAP                     $91  06/22/2007    08/05/2007        NAP        07/05/2017        5
   17     First              NAP                    $130  03/26/2007       NAP         05/01/2007    04/01/2017        1
   18     First              NAP                    $298  05/30/2007       NAP         07/01/2007    06/01/2017        1
   19     First              NAP                     $72  07/02/2007       NAP         08/05/2007    07/05/2017        5
   20     First              NAP                    $197  07/06/2007       NAP         09/05/2007    08/05/2017        5
   21     First     11, 21, 38, 51, 52, 56          $210  05/02/2007       NAP         07/01/2007    06/01/2017        1
                                                          07/10/2007    09/05/2009     09/05/2007    08/05/2017
   22     First              NAP                    $108  07/10/2007    09/05/2009     09/05/2007    08/05/2017        5
   22     First              NAP                    $108  07/10/2007    09/05/2009     09/05/2007    08/05/2017        5
   22     First              NAP                    $108  07/10/2007    09/05/2009     09/05/2007    08/05/2017        5
   22     First              NAP                    $108  07/10/2007    09/05/2009     09/05/2007    08/05/2017        5
   22     First              NAP                    $108  07/10/2007    09/05/2009     09/05/2007    08/05/2017        5
   22     First              NAP                    $108  07/10/2007    09/05/2009     09/05/2007    08/05/2017        5
   22     First              NAP                    $108  07/10/2007    09/05/2009     09/05/2007    08/05/2017        5
   23     First              NAP                $111,111  01/02/2007       NAP         03/01/2007    02/01/2021        1
   24     First              NAP                    $214  05/10/2007       NAP         07/01/2007    06/01/2017        1
                                                          05/25/2007    07/01/2007        NAP        06/01/2017
   25     First         25, 26, 27, 28              $282  05/25/2007    07/01/2007        NAP        06/01/2017        1
   26     First         25, 26, 27, 28              $282  05/25/2007    07/01/2007        NAP        06/01/2017        1
   27     First         25, 26, 27, 28              $282  05/25/2007    07/01/2007        NAP        06/01/2017        1
   28     First         25, 26, 27, 28              $282  05/25/2007    07/01/2007        NAP        06/01/2017        1
   29     First              NAP                    $148  06/01/2007       NAP         07/09/2007    06/09/2017        9
   30     First              NAP                 $64,286  06/07/2007       NAP         08/01/2007    07/01/2017        1
   31     First              NAP                     $81  06/28/2007       NAP         08/05/2007    07/05/2017        5
   32     First              NAP                    $300  05/17/2007    07/01/2012     07/01/2007    06/01/2017        1
   33     First             33, 58               $77,500  06/28/2007    08/01/2012     08/01/2007    07/01/2017        1
   34     First              NAP                 $67,824  06/29/2007    08/01/2012     08/01/2007    07/01/2017        1
   35     First            35, 123               $58,506  07/11/2007    09/01/2010     09/01/2007    08/01/2017        1
   36     First              NAP                     $91  07/12/2007       NAP         09/01/2007    08/01/2012        1
   37     First              NAP                    $152  05/17/2007    07/01/2012     07/01/2007    06/01/2017        1
   38     First     11, 21, 38, 51, 52, 56          $249  03/29/2007       NAP         05/01/2007    04/01/2017        1
   39     First              NAP                    $172  12/08/2006    02/01/2007        NAP        01/01/2022        1
   40     First              NAP                     $61  06/01/2007    07/01/2017     07/01/2007    06/01/2022        1
   41     First              NAP                 $24,040  04/30/2007       NAP         06/01/2007    05/01/2017        1
   42     First              NAP                 $39,013  05/17/2007    07/01/2013     07/01/2007    06/01/2017        1
   43     First              NAP                    $110  06/08/2007    08/05/2012     08/05/2007    07/05/2017        5
   44     First             44, 88                   $47  07/05/2007    09/01/2009     09/01/2007    08/01/2012        1
   45     First              NAP                     $21  06/20/2007    08/05/2012     08/05/2007    07/05/2017        5
   46     First              NAP                    $211  06/27/2007    08/01/2010     08/01/2007    07/01/2017        1
   47     First              NAP                    $127  05/18/2007    07/01/2009     07/01/2007    06/01/2017        1
   48     First          48, 63, 109                 $71  06/07/2007    08/01/2007        NAP        07/01/2017        1
   49     First              NAP                     $72  07/03/2007    08/05/2007        NAP        07/05/2017        5
   50     First              NAP                     $70  05/24/2007       NAP         07/01/2007    06/01/2017        1
   51     First     11, 21, 38, 51, 52, 56          $351  06/07/2007       NAP         08/01/2007    07/01/2017        1
   52     First     11, 21, 38, 51, 52, 56          $315  05/24/2007       NAP         07/01/2007    06/01/2017        1
   53     First              NAP                     $90  05/29/2007    07/01/2007        NAP        06/01/2022        1
   54     First              NAP                    $132  07/18/2007       NAP         09/05/2007    08/05/2017        5
   55     First              NAP                    $150  06/11/1999    07/11/1999        NAP        04/11/2019       11
   56     First     11, 21, 38, 51, 52, 56          $279  05/01/2007       NAP         07/01/2007    06/01/2017        1
   57     First              NAP                     $71  05/29/2007    07/01/2011     07/01/2007    06/01/2017        1
   58     First             33, 58               $62,778  06/28/2007    08/01/2012     08/01/2007    07/01/2017        1
   59     First              NAP                     $88  06/12/2007    08/01/2011     08/01/2007    07/01/2017        1
   60     First              NAP                    $160  01/12/2007       NAP         03/01/2007    02/01/2021        1
   61     First              NAP                 $33,088  06/29/2007       NAP         08/05/2007    07/05/2017        5
   62     First              NAP                    $144  03/06/2007    05/01/2010     05/01/2007    04/01/2017        1
   63     First          48, 63, 109                 $63  06/14/2007    08/01/2007        NAP        07/01/2017        1
   64     First              NAP                     $28  06/15/2007       NAP         08/05/2007    07/05/2016        5
   65     First              NAP                     $84  06/20/2007    08/05/2012     08/05/2007    07/05/2017        5
   66     First              NAP                 $59,800  05/30/2007    08/01/2007        NAP        07/01/2022        1
   67     First              NAP                 $75,000  07/05/2007    09/01/2012     09/01/2007    08/01/2017        1
   68     First              NAP                 $24,651  06/21/2007    08/01/2007        NAP        07/01/2017        1
   69     First              NAP                     $50  05/14/2007    07/01/2012     07/01/2007    06/01/2017        1
   70     First              NAP                 $38,056  06/15/2007    08/01/2011     08/01/2007    07/01/2017        1
   71     First              NAP                 $29,378  05/01/2007    06/01/2010     06/01/2007    05/01/2017        1
   72     First              NAP                $108,871  06/21/2007    08/01/2009     08/01/2007    07/01/2017        1
   73     First              NAP                    $109  05/31/2007    07/01/2011     07/01/2007    06/01/2017        1
   74     First              NAP                     $68  07/16/2007    09/01/2010     09/01/2007    08/01/2017        1
   75     First              NAP                 $25,871  06/15/2007    08/01/2010     08/01/2007    07/01/2017        1
   76     First              NAP                 $40,009  05/22/2007    07/01/2007        NAP        06/01/2017        1
   77     First              NAP                    $101  05/18/2007    07/05/2012     07/05/2007    06/05/2017        5
   78     First              NAP                    $140  05/18/2007    07/01/2010     07/01/2007    06/01/2017        1
   79     First              NAP                     $24  05/17/2007    07/01/2007        NAP        06/01/2017        1
   80     First              NAP                    $304  06/01/2007    08/01/2007        NAP        07/01/2017        1
   81     First              NAP                     $90  07/12/2007    09/01/2010     09/01/2007    08/01/2017        1
   82     First              NAP                     $79  06/21/2007    08/01/2010     08/01/2007    07/01/2017        1
   83     First              NAP                    $112  07/19/2007    09/01/2007        NAP        08/01/2017        1
   84     First              NAP                    $212  07/12/2007    09/05/2012     09/05/2007    08/05/2017        5
   85     First              NAP                 $70,833  06/29/2007    08/05/2012     08/05/2007    07/05/2017        5
   86     First              NAP                     $23  03/01/2007    04/05/2007        NAP        03/05/2027        5
   87     First              NAP                     $49  06/26/2007    08/01/2007        NAP        07/01/2014        1
   88     First             44, 88                   $36  05/08/2007    07/01/2009     07/01/2007    06/01/2012        1
   89     First              NAP                    $124  06/04/2007    08/01/2007        NAP        07/01/2017        1
                                                          06/29/2007    08/01/2012     08/01/2007    07/01/2017
   90     First              NAP                    $580  06/29/2007    08/01/2012     08/01/2007    07/01/2017        1
   90     First              NAP                    $580  06/29/2007    08/01/2012     08/01/2007    07/01/2017        1
   90     First              NAP                    $580  06/29/2007    08/01/2012     08/01/2007    07/01/2017        1
   90     First              NAP                    $580  06/29/2007    08/01/2012     08/01/2007    07/01/2017        1
   91     First              NAP                    $112  06/06/2007    08/01/2010     08/01/2007    07/01/2017        1
   92     First              NAP                     $57  04/25/2007    06/01/2010     06/01/2007    05/01/2017        1
   93     First              NAP                 $41,096  05/15/2007    07/01/2007        NAP        06/01/2017        1
   94     First              NAP                     $69  06/20/2007    08/01/2007        NAP        07/01/2017        1
   95     First              NAP                     $32  05/25/2007    07/01/2007        NAP        06/01/2017        1
   96     First              NAP                 $44,737  06/05/2007    08/01/2009     08/01/2007    07/01/2017        1
   97     First              NAP                     $81  07/02/2007    08/05/2007        NAP        07/05/2017        5
   98     First              NAP                    $306  06/07/2007    08/01/2007        NAP        07/01/2017        1
   99     First              NAP                     $63  06/01/2007    08/01/2012     08/01/2007    07/01/2017        1
  100     First              NAP                  $8,139  05/30/2007    07/05/2012     07/05/2007    06/05/2017        5
  101     First              NAP                     $74  06/27/2007    08/01/2007        NAP        07/01/2017        1
  102     First              NAP                 $31,346  06/25/2007    08/01/2007        NAP        07/01/2017        1
  103     First              NAP                     $93  01/27/2006    03/05/2006        NAP        02/05/2016        5
  104     First              NAP                    $123  06/20/2007    08/01/2009     08/01/2007    07/01/2012        1
  105     First              NAP                    $244  07/12/2007    09/05/2007        NAP        08/05/2017        5
  106     First              NAP                     $34  05/23/2007    07/01/2010     07/01/2007    06/01/2017        1
  107     First              NAP                 $44,738  06/08/2007    08/05/2007        NAP        07/05/2017        5
  108     First              NAP                     $62  06/13/2007    08/01/2007        NAP        07/01/2017        1
  109     First          48, 63, 109                $250  05/25/2007    07/01/2007        NAP        06/01/2017        1
  110     First              NAP                     $61  04/20/2007    06/01/2009     06/01/2007    05/01/2017        1
  111     First              NAP                     $40  06/07/2007    08/01/2007        NAP        07/01/2017        1
  112     First              NAP                     $64  06/01/2007    07/01/2007        NAP        06/01/2017        1
  113     First              NAP                     $55  03/01/2007    05/01/2007        NAP        04/01/2022        1
  114     First              NAP                 $25,313  05/24/2007    07/05/2007        NAP        06/05/2017        5
  115     First              NAP                     $39  05/08/2007    07/01/2011     07/01/2007    06/01/2017        1
  116     First              NAP                    $247  01/08/2007    03/08/2007        NAP        02/08/2027        8
  117     First              NAP                     $82  06/11/2007    08/01/2007        NAP        07/01/2027        1
  118     First              NAP                     $77  06/22/2007    08/01/2009     08/01/2007    07/01/2017        1
  119     First              NAP                    $157  05/01/2007    06/01/2013     06/01/2007    05/01/2017        1
  120     First              NAP                     $42  06/06/2007    08/01/2007        NAP        07/01/2017        1
  121     First              NAP                    $454  11/28/2006    01/01/2007        NAP        12/01/2026        1
  122     First              NAP                    $129  06/08/2007    08/01/2012     08/01/2007    07/01/2017        1
  123     First            35, 123               $44,271  07/17/2007    09/01/2010     09/01/2007    08/01/2017        1
  124     First              NAP                    $254  05/03/2007    07/01/2012     07/01/2007    06/01/2017        1
  125     First              NAP                     $33  04/06/2007    06/01/2007        NAP        05/01/2022        1
  126     First              NAP                    $107  06/28/2007    08/01/2007        NAP        07/01/2017        1
  127     First              NAP                 $68,000  06/06/2007    08/01/2012     08/01/2007    07/01/2017        1
  128     First              NAP                     $39  06/05/2007    08/01/2007        NAP        07/01/2014        1
  129     First              NAP                    $156  05/01/2007    07/01/2007        NAP        06/01/2027        1
  130     First              NAP                     $75  03/22/2007    05/01/2007        NAP        04/01/2019        1
  131     First              NAP                    $142  07/03/2007    09/01/2007        NAP        08/01/2017        1
  132     First              NAP                    $168  06/18/2007    08/01/2007        NAP        07/01/2017        1
  133     First              NAP                     $18  06/22/2007    08/01/2007        NAP        07/01/2017        1
  134     First              NAP                     $37  06/12/2007    08/01/2007        NAP        07/01/2017        1


MORTGAGE         GRACE                     LOCKBOX   LOCKBOX  ORIGINAL TERM   REMAINING TERM     ORIGINAL        REMAINING
LOAN NO.        PERIOD(7)       ARD LOAN    STATUS    TYPE      TO MATURITY     TO MATURITY    AMORT. TERM(8)   AMORT. TERM
---------------------------------------------------------------------------------------------------------------------------------

   1               0               No     In-Place    Hard     120             119              360               360
   2               0               No     In-Place    Hard      60              58              IO                 IO
   3               0               No     In-Place    Hard     120             119              IO                 IO
                                          In-Place    Soft     108             107              360               359
   4               5              Yes     In-Place    Soft     108             107              360               359
   4               5              Yes     In-Place    Soft     108             107              360               359
   4               5              Yes     In-Place    Soft     108             107              360               359
   4               5              Yes     In-Place    Soft     108             107              360               359
                   5              Yes     In-Place    Soft     108             107              360               359
   5               5              Yes     In-Place    Soft     108             107              360               359
   5               5              Yes     In-Place    Soft     108             107              360               359
   5               5              Yes     In-Place    Soft     108             107              360               359
   5               5              Yes     In-Place    Soft     108             107              360               359
                   5              Yes     In-Place    Soft     108             107              360               359
   6               5              Yes     In-Place    Soft     108             107              360               359
   6               5              Yes     In-Place    Soft     108             107              360               359
   6               5              Yes     In-Place    Soft     108             107              360               359
                   5              Yes     In-Place    Soft     108             107              360               359
   7               5              Yes     In-Place    Soft     108             107              360               359
   7               5              Yes     In-Place    Soft     108             107              360               359
   7               5              Yes     In-Place    Soft     108             107              360               359
   7               5              Yes     In-Place    Soft     108             107              360               359
   8               0               No     In-Place    Hard     120             118              IO                 IO
                                          In-Place    Soft     120             119              360               359
   9               5              Yes     In-Place    Soft     120             119              360               359
   9               5              Yes     In-Place    Soft     120             119              360               359
   9               5              Yes     In-Place    Soft     120             119              360               359
   9               5              Yes     In-Place    Soft     120             119              360               359
   9               5              Yes     In-Place    Soft     120             119              360               359
   9               5              Yes     In-Place    Soft     120             119              360               359
   9               5              Yes     In-Place    Soft     120             119              360               359
   9               5              Yes     In-Place    Soft     120             119              360               359
   9               5              Yes     In-Place    Soft     120             119              360               359
   9               5              Yes     In-Place    Soft     120             119              360               359
   9               5              Yes     In-Place    Soft     120             119              360               359
   9               5              Yes     In-Place    Soft     120             119              360               359
   9               5              Yes     In-Place    Soft     120             119              360               359
   9               5              Yes     In-Place    Soft     120             119              360               359
   9               5              Yes     In-Place    Soft     120             119              360               359
   9               5              Yes     In-Place    Soft     120             119              360               359
   9               5              Yes     In-Place    Soft     120             119              360               359
   9               5              Yes     In-Place    Soft     120             119              360               359
   9               5              Yes     In-Place    Soft     120             119              360               359
                                            None       NAP      60              58              IO                 IO
   10              5               No       None       NAP      60              58              IO                 IO
   10              5               No       None       NAP      60              58              IO                 IO
   10              5               No       None       NAP      60              58              IO                 IO
   10              5               No       None       NAP      60              58              IO                 IO
   10              5               No       None       NAP      60              58              IO                 IO
   11              8               No       None       NAP     120             119              IO                 IO
   12              5               No       None       NAP     120             119              360               360
   13              0               No       None       NAP     120             119              IO                 IO
                                          In-Place    Soft     144             143              360               359
   14              5              Yes     In-Place    Soft     144             143              360               359
   14              5              Yes     In-Place    Soft     144             143              360               359
   14              5              Yes     In-Place    Soft     144             143              360               359
   14              5              Yes     In-Place    Soft     144             143              360               359
   15              5              Yes     In-Place    Soft     144             143              360               359
   15              5              Yes     In-Place    Soft     144             143              360               359
   15              5              Yes     In-Place    Soft     144             143              360               359
   15              5              Yes     In-Place    Soft     144             143              360               359
   16              0               No       None       NAP     120             119              300               299
   17              5               No       None       NAP     120             116              IO                 IO
   18              5               No       None       NAP     120             118              IO                 IO
   19              0               No       None       NAP     120             119              IO                 IO
   20              0               No       None       NAP     120             120              IO                 IO
   21              8               No       None       NAP     120             118              IO                 IO
                                            None       NAP     120             120              360               360
   22              0               No       None       NAP     120             120              360               360
   22              0               No       None       NAP     120             120              360               360
   22              0               No       None       NAP     120             120              360               360
   22              0               No       None       NAP     120             120              360               360
   22              0               No       None       NAP     120             120              360               360
   22              0               No       None       NAP     120             120              360               360
   22              0               No       None       NAP     120             120              360               360
   23              5               No       None       NAP     168             162              IO                 IO
   24              5               No       None       NAP     120             118              IO                 IO
                                          Springing   Hard     120             118              360               358
   25              5               No     Springing   Hard     120             118              360               358
   26              5               No     Springing   Hard     120             118              360               358
   27              5               No     Springing   Hard     120             118              360               358
   28              5               No     Springing   Hard     120             118              360               358
   29              0               No     Springing   Hard     120             118              IO                 IO
   30              0               No       None       NAP     120             119              IO                 IO
   31              0               No       None       NAP     120             119              IO                 IO
   32              5               No       None       NAP     120             118              357               357
   33              0               No       None       NAP     120             119              360               360
   34              7               No       None       NAP     120             119              360               360
   35              7               No       None       NAP     120             120              360               360
   36              5               No       None       NAP      60              60              IO                 IO
   37              0               No       None       NAP     120             118              300               300
   38              8               No       None       NAP     120             116              IO                 IO
   39              5               No       None       NAP     180             173              300               293
   40              5               No     Springing   Hard     180             178              360               360
   41              5               No       None       NAP     120             117              IO                 IO
   42              2               No       None       NAP     120             118              360               360
   43              0               No       None       NAP     120             119              360               360
   44              5               No       None       NAP      60              60              360               360
   45              0               No       None       NAP     120             119              360               360
   46              0               No       None       NAP     120             119              360               360
   47              0               No       None       NAP     120             118              360               360
   48              7               No       None       NAP     120             119              360               359
   49              0               No     In-Place    Hard     120             119              360               359
   50              5               No       None       NAP     120             118              IO                 IO
   51              8               No       None       NAP     120             119              IO                 IO
   52              8               No       None       NAP     120             118              IO                 IO
   53              0               No       None       NAP     180             178              180               178
   54              0               No       None       NAP     120             120              IO                 IO
   55              0               No     In-Place    Hard     238             140              268               170
   56              8               No       None       NAP     120             118              IO                 IO
   57              5               No       None       NAP     120             118              360               360
   58              0               No       None       NAP     120             119              360               360
   59          5 once per         Yes       None       NAP     120             119              360               360
          calendar year then 0
   60              5               No       None       NAP     168             162              IO                 IO
   61              0               No       None       NAP     120             119              IO                 IO
   62              5               No       None       NAP     120             116              360               360
   63              7               No       None       NAP     120             119              360               359
   64              0               No     Springing   Hard     108             107              IO                 IO
   65              0               No       None       NAP     120             119              360               360
   66              0               No     In-Place    Hard     180             179              180               179
   67              5               No       None       NAP     120             120              360               360
   68              5               No       None       NAP     120             119              360               359
   69              5               No       None       NAP     120             118              360               360
   70              0               No       None       NAP     120             119              360               360
   71              5               No       None       NAP     120             117              360               360
   72              5               No       None       NAP     120             119              360               360
   73              5               No       None       NAP     120             118              360               360
   74              5               No       None       NAP     120             120              360               360
   75              7               No       None       NAP     120             119              360               360
   76              5               No       None       NAP     120             118              300               298
   77              0               No       None       NAP     120             118              360               360
   78              5               No       None       NAP     120             118              360               360
   79              5               No       None       NAP     120             118              360               358
   80              0              Yes       None       NAP     120             119              360               359
   81              7               No       None       NAP     120             120              360               360
   82              5               No       None       NAP     120             119              360               360
   83              0              Yes       None       NAP     120             120              360               360
   84              0               No       None       NAP     120             120              360               360
   85              0               No       None       NAP     120             119              360               360
   86              0               No       None       NAP     240             235              240               235
   87              5               No       None       NAP      84              83              360               359
   88              5               No       None       NAP      60              58              360               360
   89              0               No       None       NAP     120             119              360               359
                                            None       NAP     120             119              300               300
   90              0               No       None       NAP     120             119              300               300
   90              0               No       None       NAP     120             119              300               300
   90              0               No       None       NAP     120             119              300               300
   90              0               No       None       NAP     120             119              300               300
   91              5               No       None       NAP     120             119              360               360
   92              5               No       None       NAP     120             117              360               360
   93              7               No       None       NAP     120             118              360               358
   94              0               No       None       NAP     120             119              360               359
   95              5               No       None       NAP     120             118              360               358
   96              0               No       None       NAP     120             119              360               360
   97              0              Yes     Springing   Hard     120             119              360               359
   98              0               No       None       NAP     120             119              360               359
   99              5               No       None       NAP     120             119              360               360
  100              0               No       None       NAP     120             118              360               360
  101              0              Yes       None       NAP     120             119              360               359
  102              0               No       None       NAP     120             119              360               359
  103              0               No       None       NAP     120             102              360               342
  104              0               No       None       NAP      60              59              360               360
  105              0               No       None       NAP     120             120              360               360
  106              5               No       None       NAP     120             118              360               360
  107              0               No     In-Place    Hard     120             119              324               323
  108              0               No       None       NAP     120             119              360               359
  109              7               No       None       NAP     120             118              360               358
  110              5               No       None       NAP     120             117              360               360
  111              0               No       None       NAP     120             119              360               359
  112              0               No       None       NAP     120             118              360               358
  113              0               No       None       NAP     180             176              180               176
  114              0               No       None       NAP     120             118              360               358
  115              5               No       None       NAP     120             118              360               360
  116              0               No     Springing   Hard     240             234              240               234
  117              2               No       None       NAP     240             239              240               239
  118              0               No       None       NAP     120             119              360               360
  119              5               No       None       NAP     120             117              360               360
  120              15             Yes       None       NAP     120             119              360               359
  121              5               No     In-Place    Hard     240             232              240               232
  122              0               No       None       NAP     120             119              360               360
  123              7               No       None       NAP     120             120              360               360
  124              5               No       None       NAP     120             118              360               360
  125              0               No       None       NAP     180             177              180               177
  126              0               No       None       NAP     120             119              360               359
  127              0               No       None       NAP     120             119              360               360
  128              5               No       None       NAP      84              83              360               359
  129              0               No       None       NAP     240             238              240               238
  130              0               No       None       NAP     144             140              144               140
  131              0               No       None       NAP     120             120              360               360
  132              0              Yes       None       NAP     120             119              300               299
  133              15              No       None       NAP     120             119              360               359
  134              0               No       None       NAP     120             119              360               359

                                                               114             112              349               348


                                                                         THIRD MOST                      SECOND MOST
MORTGAGE  MORTGAGE         MONTHLY          MONTHLY       THIRD MOST      RECENT NOI     SECOND MOST      RECENT NOI     MOST RECENT
LOAN NO.    RATE(9)   PAYMENT (P&I)(9)  PAYMENT (IO)(9)   RECENT NOI      END DATE        RECENT NOI      END DATE               NOI
------------------------------------------------------------------------------------------------------------------------------------

   1        5.650%   $1,443,089.47      $1,193,431.71    $17,412,837     12/31/2004      $17,847,207     12/31/2005      $18,369,592
   2        5.779%             NAP      $1,049,784.78    $25,318,046     12/31/2005      $23,998,380     12/31/2006      $25,452,940
   3        6.345%             NAP        $857,750.00            NAP         NAP          $8,291,513     12/31/2005      $11,833,371
            6.120%     $580,991.71                NAP
   4        6.120%      $76,323.44                NAP     $1,194,628  T-12 (03/31/2005)   $1,243,416  T-12 (03/31/2006)   $1,295,175
   4        6.120%      $31,543.26                NAP       $670,416  T-12 (03/31/2005)     $733,707  T-12 (03/31/2006)     $661,998
   4        6.120%      $30,457.87                NAP       $410,042  T-12 (03/31/2005)     $474,229  T-12 (03/31/2006)     $540,440
   4        6.120%      $15,337.52                NAP       $371,403  T-12 (03/31/2005)     $442,497  T-12 (03/31/2006)     $441,896
            6.120%      $59,553.54                NAP     $1,051,504  T-12 (03/31/2005)   $1,122,604  T-12 (03/31/2006)   $1,194,806
   5        6.120%      $37,878.36                NAP       $545,947  T-12 (03/31/2005)     $651,321  T-12 (03/31/2006)     $636,174
   5        6.120%      $20,735.19                NAP       $302,442  T-12 (03/31/2005)     $304,105  T-12 (03/31/2006)     $342,251
   5        6.120%      $19,946.47                NAP       $397,466  T-12 (03/31/2005)     $444,883  T-12 (03/31/2006)     $137,071
   5        6.120%      $12,206.98                NAP       $297,602  T-12 (03/31/2005)     $319,825  T-12 (03/31/2006)     $323,177
            6.120%      $47,314.88                NAP       $741,235  T-12 (03/31/2005)     $781,988  T-12 (03/31/2006)     $826,592
   6        6.120%      $46,332.25                NAP       $745,097  T-12 (03/31/2005)     $762,925  T-12 (03/31/2006)     $782,873
   6        6.120%      $29,630.97                NAP       $449,597  T-12 (03/31/2005)     $519,840  T-12 (03/31/2006)     $536,456
   6        6.120%      $25,976.80                NAP       $446,715  T-12 (03/31/2005)     $473,091  T-12 (03/31/2006)     $500,409
            6.120%      $52,185.54                NAP       $751,537  T-12 (03/31/2005)     $826,974  T-12 (03/31/2006)     $893,958
   7        6.120%      $21,801.96                NAP       $318,499  T-12 (03/31/2005)     $376,600  T-12 (03/31/2006)     $411,582
   7        6.120%      $21,590.43                NAP       $308,868  T-12 (03/31/2005)     $346,167  T-12 (03/31/2006)     $377,260
   7        6.120%      $17,627.11                NAP       $264,727  T-12 (03/31/2005)     $321,558  T-12 (03/31/2006)     $304,333
   7        6.120%      $14,549.14                NAP       $196,128  T-12 (03/31/2005)     $228,339  T-12 (03/31/2006)     $239,486
   8        5.770%             NAP        $375,383.91     $6,049,866     12/31/2004       $5,791,220     12/31/2005       $5,235,348
            5.790%     $398,031.64                NAP
   9        5.790%      $63,511.70                NAP     $1,018,892  T-12 (03/31/2005)   $1,051,505  T-12 (03/31/2006)   $1,137,669
   9        5.790%      $33,383.71                NAP       $472,908  T-12 (03/31/2005)     $520,070  T-12 (03/31/2006)     $578,927
   9        5.790%      $31,554.47                NAP       $483,887  T-12 (03/31/2005)     $536,876  T-12 (03/31/2006)     $539,080
   9        5.790%      $30,021.84                NAP       $442,009  T-12 (03/31/2005)     $433,383  T-12 (03/31/2006)     $473,955
   9        5.790%      $29,725.23                NAP       $450,222  T-12 (03/31/2005)     $296,422  T-12 (03/31/2006)     $607,572
   9        5.790%      $25,688.92                NAP       $386,746  T-12 (03/31/2005)     $349,428  T-12 (03/31/2006)     $406,973
   9        5.790%      $25,032.86                NAP       $420,210  T-12 (03/31/2005)     $404,079  T-12 (03/31/2006)     $409,818
   9        5.790%      $16,920.51                NAP       $190,353  T-12 (03/31/2005)     $267,449  T-12 (03/31/2006)     $305,140
   9        5.790%      $16,846.18                NAP       $193,142  T-12 (03/31/2005)     $250,678  T-12 (03/31/2006)     $296,340
   9        5.790%      $16,234.54                NAP       $270,703  T-12 (03/31/2005)     $272,675  T-12 (03/31/2006)     $282,325
   9        5.790%      $15,883.74                NAP       $294,810  T-12 (03/31/2005)     $304,332  T-12 (03/31/2006)     $275,225
   9        5.790%      $14,633.95                NAP       $223,561  T-12 (03/31/2005)     $230,780  T-12 (03/31/2006)     $246,195
   9        5.790%      $14,313.84                NAP       $222,781  T-12 (03/31/2005)     $257,711  T-12 (03/31/2006)     $300,082
   9        5.790%      $14,161.96                NAP       $120,600  T-12 (03/31/2005)     $188,477  T-12 (03/31/2006)     $232,346
   9        5.790%      $12,300.60                NAP       $120,852  T-12 (03/31/2005)     $168,949  T-12 (03/31/2006)     $205,881
   9        5.790%      $11,064.88                NAP       $174,120  T-12 (03/31/2005)      $98,420  T-12 (03/31/2006)     $229,310
   9        5.790%      $10,060.85                NAP       $105,966  T-12 (03/31/2005)     $148,890  T-12 (03/31/2006)     $171,491
   9        5.790%       $8,917.57                NAP       $122,004  T-12 (03/31/2005)     $141,501  T-12 (03/31/2006)     $148,689
   9        5.790%       $7,774.29                NAP       $156,543  T-12 (03/31/2005)     $138,779  T-12 (03/31/2006)     $162,319
            5.660%             NAP        $310,841.44
   10       5.660%             NAP        $133,432.27            NAP         NAP                 NAP         NAP          $2,259,020
   10       5.660%             NAP         $75,367.09            NAP         NAP                 NAP         NAP          $1,248,095
   10       5.660%             NAP         $53,799.48            NAP         NAP                 NAP         NAP            $892,630
   10       5.660%             NAP         $32,925.28            NAP         NAP                 NAP         NAP            $569,498
   10       5.660%             NAP         $15,317.31            NAP         NAP                 NAP         NAP            $272,050
   11       5.460%             NAP        $221,433.33            NAP         NAP          $2,826,822     12/31/2005       $3,523,943
   12       5.770%     $280,725.12        $234,005.56     $4,704,532     06/27/1905       $4,696,475     06/28/1905       $4,516,558
   13       6.300%             NAP        $247,515.63     $3,090,819     12/31/2005       $3,259,736     12/31/2006       $3,381,821
            6.260%     $286,117.90                NAP
   14       6.260%      $56,695.38                NAP       $793,625  T-12 (03/31/2005)     $961,259  T-12 (03/31/2006)   $1,052,916
   14       6.260%      $37,185.63                NAP       $614,730  T-12 (03/31/2005)     $632,545  T-12 (03/31/2006)     $633,944
   14       6.260%      $25,932.33                NAP       $365,648  T-12 (03/31/2005)     $446,001  T-12 (03/31/2006)     $400,826
   14       6.260%      $25,863.89                NAP       $396,152  T-12 (03/31/2005)     $417,608  T-12 (03/31/2006)     $408,286
   15       6.260%      $62,710.38                NAP     $1,275,021  T-12 (03/31/2005)   $1,197,922  T-12 (03/31/2006)   $1,000,348
   15       6.260%      $37,345.68                NAP       $650,327  T-12 (03/31/2005)     $715,902  T-12 (03/31/2006)     $722,155
   15       6.260%      $24,000.21                NAP       $373,374  T-12 (03/31/2005)     $424,496  T-12 (03/31/2006)     $432,456
   15       6.260%      $16,384.40                NAP       $252,503  T-12 (03/31/2005)     $286,911  T-12 (03/31/2006)     $304,311
   16       6.260%     $257,512.18                NAP     $2,968,872     12/31/2004       $3,880,214     12/31/2005       $4,157,156
   17       5.540%             NAP        $175,529.51            NAP         NAP                 NAP         NAP          $2,327,096
   18       6.080%             NAP        $147,946.67            NAP         NAP            $550,020    (12/31/2006)
                                                                                                          Ann 9 mos.        $804,948
   19       5.980%             NAP        $136,418.75     $2,253,591     12/31/2005       $2,303,869     12/31/2006       $2,279,033
   20       5.790%             NAP        $113,739.32            NAP         NAP                 NAP         NAP          $1,342,536
   21       5.470%             NAP        $102,452.59            NAP         NAP          $1,506,881     12/31/2005       $1,621,813
            6.190%     $124,505.41        $106,430.04
   22       6.190%      $40,486.03         $34,608.37       $646,385     12/31/2004         $705,641     12/31/2005         $768,647
   22       6.190%      $23,072.68         $19,723.05        $96,954     12/31/2004        -$131,372     12/31/2005         $416,688
   22       6.190%      $19,154.68         $16,373.85       $416,475     12/31/2004         $392,582     12/31/2005         $225,345
   22       6.190%      $14,366.01         $12,280.39       $192,110     12/31/2004         $199,320     12/31/2005         $240,639
   22       6.190%       $9,577.34          $8,186.93       $165,907     12/31/2004         $168,810     12/31/2005         $114,911
   22       6.190%       $9,577.34          $8,186.93       $188,200     12/31/2004         $208,942     12/31/2005         $186,625
   22       6.190%       $8,271.33          $7,070.52       $199,436     12/31/2004         $205,323     12/31/2005         $236,926
   23       5.480%             NAP         $92,601.85            NAP         NAP          $1,307,482     06/26/1905       $1,327,855
   24       5.750%             NAP         $97,164.35     $1,327,436     12/31/2005       $1,584,535     12/31/2006       $1,615,293
            5.960%     $116,411.35                NAP
   25       5.960%      $34,624.91                NAP            NAP         NAP                 NAP         NAP                 NAP
   26       5.960%      $30,744.54                NAP            NAP         NAP                 NAP         NAP                 NAP
   27       5.960%      $29,550.57                NAP            NAP         NAP                 NAP         NAP                 NAP
   28       5.960%      $21,491.33                NAP            NAP         NAP                 NAP         NAP                 NAP
   29       5.880%             NAP         $89,425.00     $1,501,810     06/27/1905       $1,633,717     06/28/1905       $1,765,082
   30       5.630%             NAP         $85,622.92            NAP         NAP                 NAP         NAP          $1,473,964
   31       6.190%             NAP         $87,883.22     $1,482,103     12/31/2005       $1,725,574     12/31/2006       $1,579,314
   32       5.860%      $88,874.52         $74,267.36     $1,125,066     12/31/2005       $1,263,749     12/31/2007       $1,322,838
   33       5.900%      $88,258.71         $74,176.11     $1,020,372     12/31/2004       $1,081,982     12/31/2005       $1,211,644
   34       6.345%      $91,109.68         $78,537.73            NAP         NAP            $980,617     12/31/2005       $1,162,941
   35       6.455%      $88,704.72         $76,899.67       $787,192     12/31/2004         $647,536     12/31/2005       $1,307,560
   36       6.180%             NAP         $71,534.93            NAP         NAP          $1,198,098     12/31/2005       $1,282,289
   37       5.680%      $84,359.24         $64,787.50            NAP         NAP                 NAP         NAP          $1,317,731
   38       5.570%             NAP         $63,452.81       $853,559     12/31/2004         $883,384     12/31/2005         $934,816
   39       5.820%      $85,501.36                NAP            NAP         NAP                 NAP         NAP                 NAP
   40       6.250%      $80,043.24         $68,648.73            NAP         NAP                 NAP         NAP                 NAP
   41       5.630%             NAP         $56,606.26     $1,187,834     12/31/2006       $1,309,208  TTM (04/16/2007)    $1,405,899
   42       5.760%      $69,287.10         $57,718.67     $1,091,433     12/31/2004       $1,115,318     12/31/2005       $1,110,697
   43       6.200%      $68,443.41         $58,539.41       $575,215     12/31/2004         $671,135     12/31/2005         $942,702
   44       6.050%      $65,099.04         $55,206.25       $848,022     12/31/2005         $937,572     12/31/2006       $1,015,703
   45       5.680%      $62,546.43         $51,830.00      -$153,358     12/31/2004          $22,752     12/31/2005         $807,484
   46       6.150%      $64,243.11         $54,793.72            NAP         NAP            $903,163     12/31/2005         $915,227
   47       5.680%      $60,809.03         $50,390.28            NAP         NAP                 NAP         NAP            $722,715
   48       6.045%      $63,256.91                NAP     $1,107,671     12/31/2004       $1,076,560     12/31/2005       $1,081,758
   49       5.900%      $62,279.33                NAP     $1,318,471     12/31/2005       $1,062,953     12/31/2006       $1,028,743
   50       5.700%             NAP         $50,086.11            NAP         NAP                 NAP         NAP            $753,338
   51       5.460%             NAP         $47,515.90       $798,385     12/31/2005         $782,684     12/31/2006       $1,033,573
   52       5.590%             NAP         $48,132.42       $697,601     12/31/2004         $795,517     12/31/2005         $722,602
   53       5.650%      $83,331.56                NAP     $1,416,646     12/31/2004       $1,517,657     12/31/2005       $1,545,912
   54       5.880%             NAP         $49,680.56       $905,096     12/31/2005         $979,503     12/31/2006       $1,003,241
   55       8.240%      $92,589.19                NAP     $1,091,427     06/26/1905       $1,014,533     06/27/1905       $1,090,201
   56       5.480%             NAP         $44,379.44       $644,799     12/31/2005         $688,670     12/31/2006         $696,361
   57       6.010%      $55,818.00         $47,224.41            NAP         NAP                 NAP         NAP            $536,599
   58       6.000%      $54,199.37         $45,827.78       $719,113     12/31/2004         $649,791     12/31/2005         $768,521
   59       6.820%      $52,869.90         $52,090.91       $818,787     12/31/2004         $856,044     12/31/2005         $919,941
   60       5.530%             NAP         $42,051.04     $3,167,803     06/26/1905       $3,531,236     06/27/1905       $4,115,715
   61       6.170%             NAP         $46,917.71       $800,683     12/31/2004         $844,590     12/31/2005         $871,163
   62       5.560%      $51,440.33         $42,279.17       $842,365     06/26/1905         $790,534     06/27/1905         $731,325
   63       5.982%      $52,058.02                NAP       $980,011     12/31/2004         $973,461     12/31/2005         $951,574
   64       5.670%             NAP         $41,199.38            NAP         NAP                 NAP         NAP                 NAP
   65       5.760%      $48,343.23         $40,271.67       $718,655     12/31/2005         $747,719     12/31/2006         $708,420
   66       5.830%      $65,106.60                NAP     $1,432,404     12/31/2005       $1,461,822     12/31/2006       $1,579,463
   67       5.890%      $44,437.26         $37,323.78        $87,407     12/31/2005       $1,108,320     12/31/2006       $1,197,453
   68       6.010%      $45,015.00                NAP            NAP         NAP            $638,561     12/31/2006         $739,100
   69       5.500%      $39,745.23         $32,528.94            NAP         NAP            $377,482     12/31/2005         $451,620
   70       6.330%      $42,533.68         $36,635.61       $101,646     12/31/2005         $467,098     12/31/2006         $680,476
   71       5.580%      $38,705.34         $31,856.44       $597,546     06/26/1905         $571,285     06/27/1905         $594,398
   72       6.020%      $40,556.50         $34,332.81            NAP         NAP            $688,816     12/31/2005         $888,850
   73       6.020%      $36,951.47         $31,281.01       $510,467     12/31/2004         $520,647     12/31/2005         $650,595
   74       6.420%      $37,608.96         $32,545.83       $442,809     12/31/2004         $523,888     12/31/2005         $601,562
   75       6.375%      $32,441.23         $28,008.68       $520,300     12/31/2005         $560,128     12/31/2006         $590,696
   76       6.100%      $33,659.65                NAP     $1,116,492     06/26/1905       $1,061,567     06/27/1905         $837,208
   77       5.760%      $30,086.73         $25,063.33       $636,116     12/31/2005         $555,824     12/31/2006         $484,219
   78       5.890%      $29,761.11         $24,996.98       $261,922     12/31/2004         $446,595     12/31/2005         $457,030
   79       5.710%      $26,727.58                NAP            NAP         NAP                 NAP         NAP                 NAP
   80       6.040%      $27,456.88                NAP            NAP         NAP                 NAP         NAP            $396,369
   81       6.434%      $28,248.02         $24,462.60            NAP         NAP            $388,757     12/31/2005         $452,548
   82       6.360%      $27,407.12         $23,643.89         $4,999   May-Dec 2005,
                                                                        Annualized          $225,605     12/31/2006         $318,056
   83       6.290%      $27,206.13                NAP            NAP         NAP                 NAP         NAP                 NAP
   84       6.350%      $27,316.15         $23,553.06       $339,093     12/31/2005         $401,484     12/31/2006         $438,378
   85       5.760%      $24,828.85         $20,683.33       $323,095     12/31/2005         $339,643     12/31/2006         $354,733
   86       6.080%      $30,284.27                NAP       $605,175     12/31/2004         $605,175     12/31/2005         $602,365
   87       6.240%      $24,756.45                NAP       $624,445     12/31/2005         $491,581     12/31/2006         $575,844
   88       5.750%      $23,342.91         $19,432.87       $362,342     12/31/2005         $379,088     12/31/2006         $369,940
   89       5.530%      $22,786.91                NAP       $729,145     12/31/2004         $677,421     12/31/2005         $736,923
            5.920%      $24,617.67         $19,257.13
   90       5.920%       $7,481.21          $5,852.16            NAP         NAP                 NAP         NAP                 NAP
   90       5.920%       $6,458.14          $5,051.87            NAP         NAP                 NAP         NAP                 NAP
   90       5.920%       $5,582.14          $4,366.62            NAP         NAP                 NAP         NAP                 NAP
   90       5.920%       $5,096.18          $3,986.48            NAP         NAP                 NAP         NAP                 NAP
   91       5.800%      $21,709.86         $18,131.71       $269,528     12/31/2005         $260,948     12/31/2006         $285,136
   92       5.720%      $20,358.40         $16,915.05       $283,313     12/31/2005         $296,935     12/31/2006         $282,266
   93       5.720%      $20,358.40                NAP       $465,927     12/31/2004         $711,793     12/31/2005         $902,612
   94       5.830%      $20,250.07                NAP            NAP         NAP                 NAP         NAP                 NAP
   95       6.000%      $20,432.68                NAP       $263,269     12/31/2005         $379,392     12/31/2006         $579,042
   96       6.060%      $20,516.06         $17,408.47       $772,522     12/31/2004         $783,563     12/31/2005         $764,913
   97       6.450%      $21,378.63                NAP            NAP         NAP                 NAP         NAP                 NAP
   98       5.800%      $19,949.60                NAP            NAP         NAP                 NAP         NAP                 NAP
   99       6.020%      $19,827.62         $16,784.93       $321,977     12/31/2005         $360,111     12/31/2006         $382,460
  100       6.060%      $19,791.96         $16,794.06       $304,251     12/31/2005         $283,532     12/31/2006         $290,526
  101       5.990%      $19,464.50                NAP            NAP         NAP                 NAP         NAP                 NAP
  102       5.900%      $18,980.37                NAP       $201,734     12/31/2004         $229,173     12/31/2005         $251,119
  103       5.650%      $18,760.16                NAP       $749,087     09/30/2004         $705,601     09/30/2005       $1,115,777
  104       6.030%      $18,645.90         $15,793.85       $261,211     12/31/2004         $283,840     12/31/2005         $279,633
  105       6.280%      $18,530.09                NAP            NAP         NAP                 NAP         NAP            $143,955
  106       5.950%      $17,890.19         $15,081.60       $120,651     12/31/2005         $205,611     12/31/2006         $229,377
  107       6.970%      $20,575.81                NAP       $397,186     12/31/2005         $368,351     12/31/2006         $442,349
  108       5.840%      $17,679.08                NAP            NAP         NAP                 NAP         NAP                 NAP
  109       5.830%      $17,659.95                NAP            NAP         NAP                 NAP         NAP                 NAP
  110       5.790%      $17,114.60         $14,284.68       $232,600     12/31/2005         $240,546     12/31/2006         $330,905
  111       5.700%      $16,831.61                NAP       $526,214     12/31/2004         $641,295     12/31/2005         $517,885
  112       6.030%      $17,442.94                NAP       $387,388     12/31/2004         $394,422     12/31/2005         $414,189
  113       5.920%      $24,346.68                NAP       $438,720     12/31/2004         $585,611     12/31/2005         $450,630
  114       6.180%      $17,357.28                NAP       $302,258     12/31/2005         $307,965     12/31/2006         $312,237
  115       5.630%      $16,127.22         $13,319.12       $127,153     12/31/2005         $254,487     12/31/2006         $284,607
  116       6.540%      $20,851.35                NAP            NAP         NAP                 NAP         NAP                 NAP
  117       6.220%      $20,052.47                NAP       $319,587     12/31/2004         $317,703     12/31/2005         $295,125
  118       6.020%      $15,621.76         $13,224.49            NAP         NAP                 NAP         NAP                 NAP
  119       5.700%      $14,800.21         $12,280.73            NAP         NAP                 NAP         NAP            $281,429
  120       5.810%      $14,684.75                NAP            NAP         NAP                 NAP         NAP                 NAP
  121       6.070%      $17,651.64                NAP            NAP         NAP                 NAP         NAP                 NAP
  122       5.950%      $13,715.81         $11,562.56       $290,709     12/31/2004         $271,820     12/31/2005         $271,062
  123       6.421%      $13,321.23         $11,528.44       $193,248     12/31/2005         $222,953     12/31/2006         $233,004
  124       5.740%      $12,358.28         $10,281.51            NAP         NAP                 NAP         NAP                 NAP
  125       5.830%      $16,694.00                NAP       $401,414     12/31/2004         $369,679     12/31/2005         $345,230
  126       5.990%      $10,480.89                NAP            NAP         NAP            $155,542     12/31/2005         $121,868
  127       5.980%      $10,170.51          $8,589.33            NAP         NAP            $218,593     12/31/2005         $171,948
  128       6.010%       $9,303.00                NAP       $163,452     12/31/2005         $170,706     12/31/2006         $164,768
  129       6.410%      $10,734.12                NAP       $158,923     12/31/2004         $160,048     12/31/2005         $183,954
  130       6.280%      $14,360.83                NAP       $275,286     12/31/2004         $294,701     12/31/2005         $332,751
  131       6.050%       $7,836.00                NAP            NAP         NAP                 NAP         NAP                 NAP
  132       6.110%       $7,682.30                NAP            NAP         NAP                 NAP         NAP                 NAP
  133       6.110%       $6,551.72                NAP        $97,684     12/31/2004          $69,385     12/31/2005         $139,010
  134       6.070%       $6,040.58                NAP       $171,363     12/31/2004         $184,681     12/31/2005         $194,929

            5.908%


MORTGAGE     MOST RECENT     UNDERWRITTEN  UNDERWRITTEN  UNDERWRITABLE  UNDERWRITTEN  UNDERWRITABLE       BALLOON  CURRENT VALUE(10)
LOAN NO.     NOI END DATE             EGI      EXPENSES            NOI      RESERVES      CASH FLOW       BALANCE
------------------------------------------------------------------------------------------------------------------------------------

   1      T-12 (12/31/2006)   $30,696,728   $11,577,054    $19,119,674      $931,662    $18,188,013  $233,099,302      $364,000,000
   2      T-12 (3/31/2007)    $91,551,170   $66,162,367    $25,388,803    $2,746,535    $22,642,268  $215,000,000      $291,000,000
   3         12/31/2006       $23,477,065    $9,937,450    $13,539,615      $835,709    $12,703,906  $160,000,000      $235,500,000
                              $12,452,550    $3,550,314     $8,902,235      $123,889     $8,778,352   $83,456,001      $131,450,000
   4      T-12 (03/31/2007)    $1,430,318      $299,626     $1,130,692       $14,255     $1,116,437   $10,963,409       $17,900,000
   4      T-12 (03/31/2007)      $685,537      $207,320       $478,217        $5,351       $472,866    $4,531,001        $6,800,000
   4      T-12 (03/31/2007)      $617,820      $165,119       $452,701        $4,830       $447,871    $4,375,091        $6,900,000
   4      T-12 (03/31/2007)      $404,489      $175,255       $229,233        $4,441       $224,792    $2,203,143        $4,000,000
          T-12 (03/31/2007)    $1,194,678      $314,351       $880,327        $4,615       $875,712    $8,554,511       $14,800,000
   5      T-12 (03/31/2007)      $814,133      $247,964       $566,169        $9,182       $556,987    $5,441,000        $8,000,000
   5      T-12 (03/31/2007)      $431,495      $122,019       $309,475       $12,346       $297,130    $2,978,485        $4,500,000
   5      T-12 (03/31/2007)      $561,121      $142,515       $418,606        $6,299       $412,307    $2,865,192        $4,300,000
   5      T-12 (03/31/2007)      $329,992      $146,751       $183,241        $3,743       $179,499    $1,753,461        $3,400,000
          T-12 (03/31/2007)    $1,028,339      $267,648       $760,691        $6,109       $754,583    $6,796,502       $10,200,000
   6      T-12 (03/31/2007)      $924,263      $238,509       $685,755        $4,457       $681,298    $6,655,351       $10,400,000
   6      T-12 (03/31/2007)      $598,661      $158,906       $439,755        $4,043       $435,712    $4,256,313        $6,400,000
   6      T-12 (03/31/2007)      $553,468      $163,859       $389,609       $13,138       $376,471    $3,731,414        $5,600,000
          T-12 (03/31/2007)    $1,044,412      $222,695       $821,717        $9,216       $812,501    $7,496,141       $11,250,000
   7      T-12 (03/31/2007)      $562,758      $219,375       $343,383        $6,414       $336,969    $3,131,721        $4,900,000
   7      T-12 (03/31/2007)      $453,770      $132,218       $321,552        $4,074       $317,479    $3,101,338        $4,900,000
   7      T-12 (03/31/2007)      $491,139      $218,489       $272,650        $6,853       $265,798    $2,532,030        $3,800,000
   7      T-12 (03/31/2007)      $326,157      $107,695       $218,462        $4,523       $213,940    $2,089,897        $3,400,000
   8         12/31/2006       $11,342,092    $4,327,724     $7,014,368      $747,672     $6,266,697   $77,000,000      $103,100,000
                               $8,399,316    $2,348,380     $6,050,666      $115,446     $5,935,493   $57,371,377       $90,070,000
   9      T-12 (03/31/2007)    $1,209,998      $286,355       $923,643        $7,369       $916,274    $9,154,433       $14,400,000
   9      T-12 (03/31/2007)      $688,477      $183,617       $504,860        $7,175       $497,685    $4,811,853        $7,400,000
   9      T-12 (03/31/2007)      $662,594      $167,804       $494,790        $6,008       $488,782    $4,548,190        $6,700,000
   9      T-12 (03/31/2007)      $573,308      $136,017       $437,291        $5,838       $431,453    $4,327,279        $7,250,000
   9      T-12 (03/31/2007)      $590,207      $140,027       $450,180        $7,406       $442,774    $4,284,526        $6,550,000
   9      T-12 (03/31/2007)      $492,445      $115,764       $376,682        $6,071       $370,611    $3,702,744        $5,800,000
   9      T-12 (03/31/2007)      $498,924      $133,695       $365,230        $8,985       $356,245    $3,608,178        $6,100,000
   9      T-12 (03/31/2007)      $397,861      $115,391       $282,469        $5,545       $276,924    $2,438,885        $3,800,000
   9      T-12 (03/31/2007)      $359,586      $112,508       $247,078        $4,041       $243,038    $2,428,170        $3,600,000
   9      T-12 (03/31/2007)      $346,685       $85,963       $260,722        $9,230       $251,492    $2,340,011        $3,550,000
   9      T-12 (03/31/2007)      $344,119      $110,690       $233,429        $4,277       $229,152    $2,289,445        $4,000,000
   9      T-12 (03/31/2007)      $299,628       $84,012       $215,616        $4,956       $210,660    $2,109,306        $3,200,000
   9      T-12 (03/31/2007)      $386,530      $117,658       $268,872        $6,731       $262,141    $2,063,165        $3,110,000
   9      T-12 (03/31/2007)      $311,914      $102,541       $209,373        $6,072       $203,301    $2,041,273        $3,330,000
   9      T-12 (03/31/2007)      $299,605      $116,866       $182,740        $6,865       $175,875    $1,772,981        $2,740,000
   9      T-12 (03/31/2007)      $258,452       $96,148       $162,304        $2,673       $159,631    $1,594,865        $2,700,000
   9      T-12 (03/31/2007)      $233,225       $77,569       $155,655        $5,879       $149,777    $1,450,147        $2,200,000
   9      T-12 (03/31/2007)      $204,276       $69,426       $134,580        $5,692       $129,158    $1,285,358        $1,950,000
   9      T-12 (03/31/2007)      $241,482       $96,329       $145,152        $4,633       $140,520    $1,120,568        $1,690,000
                               $8,008,548    $2,691,977     $5,316,570      $195,150     $5,121,420   $65,000,000       $81,200,000
   10     TTM (01/31/2007)     $3,370,223    $1,098,373     $2,271,850       $85,500     $2,186,350   $27,902,000       $34,900,000
   10     TTM (01/31/2007)     $1,906,410      $615,214     $1,291,195       $42,400     $1,248,795   $15,760,000       $19,700,000
   10     TTM (01/31/2007)     $1,438,215      $524,652       $913,563       $32,000       $881,563   $11,250,000       $14,400,000
   10     TTM (01/31/2007)       $860,321      $281,414       $578,907       $25,250       $553,657    $6,885,000        $8,100,000
   10     TTM (01/31/2007)       $433,379      $172,324       $261,055       $10,000       $251,055    $3,203,000        $4,100,000
   11        12/31/2006        $4,574,347      $984,491     $3,589,857      $166,705     $3,423,152   $48,000,000       $65,600,000
   12     T-12 (3/31/2007)    $10,106,381    $5,217,284     $4,889,097      $794,899     $4,094,198   $42,396,374       $61,500,000
   13     T-12 (4/30/2007)     $5,038,745    $1,443,134     $3,595,610       $33,356     $3,562,254   $46,500,000       $77,200,000
                               $5,968,482    $1,794,143     $4,174,338       $51,093     $4,123,247   $37,822,909       $64,550,000
   14     T-12 (03/31/2007)    $1,251,765      $429,276       $822,489        $7,125       $815,364    $7,494,759       $13,400,000
   14     T-12 (03/31/2007)      $680,446      $146,902       $533,544        $4,311       $529,233    $4,915,695        $8,050,000
   14     T-12 (03/31/2007)      $558,253      $181,107       $377,146        $4,200       $372,946    $3,428,086        $6,000,000
   14     T-12 (03/31/2007)      $532,141      $155,067       $377,074        $5,113       $371,961    $3,419,038        $5,500,000
   15     T-12 (03/31/2007)    $1,345,037      $436,438       $908,599        $8,857       $899,742    $8,289,899       $14,200,000
   15     T-12 (03/31/2007)      $725,176      $185,852       $539,324        $3,102       $536,223    $4,936,855        $8,500,000
   15     T-12 (03/31/2007)      $496,676      $147,259       $349,416        $8,219       $341,198    $3,172,669        $5,400,000
   15     T-12 (03/31/2007)      $378,988      $112,242       $266,746       $10,166       $256,580    $2,165,909        $3,500,000
   16     T-12 (12/31/2006)    $5,547,107    $1,628,765     $3,918,342      $362,607     $3,555,735   $30,573,593       $50,000,000
   17        12/31/2006        $4,495,877    $1,349,270     $2,708,529      $128,439     $2,580,090   $37,500,000       $49,200,000
   18        03/31/2007        $3,275,503    $1,213,668     $2,061,835       $80,868     $1,980,967   $28,800,000       $36,000,000
   19     T-12 (3/30/2007)     $3,556,140    $1,305,670     $2,250,471      $198,742     $2,051,729   $27,000,000       $36,500,000
   20     T-12 (12/31/2006)    $2,804,126      $813,896     $1,990,230       $50,768     $1,939,462   $23,250,000       $30,700,000
   21        12/31/2006        $2,114,707      $474,645     $1,640,062       $84,668     $1,555,394   $22,168,000       $28,460,000
                               $3,217,353    $1,145,189     $2,072,163      $354,248     $1,717,915   $18,139,970       $28,600,000
   22     T-12 (12/31/2006)      $985,943      $368,029       $617,914       $90,757       $527,157    $5,898,661        $9,300,000
   22     T-12 (12/31/2006)      $682,668      $236,959       $445,709      $132,712       $312,997    $3,361,603        $5,300,000
   22     T-12 (12/31/2006)      $501,582      $163,851       $337,730       $32,616       $305,114    $2,790,764        $4,400,000
   22     T-12 (12/31/2006)      $345,735      $137,095       $208,640       $38,100       $170,540    $2,093,073        $3,300,000
   22     T-12 (12/31/2006)      $271,047      $105,412       $165,635       $22,145       $143,490    $1,395,383        $2,200,000
   22     T-12 (12/31/2006)      $236,898       $77,274       $159,624       $20,207       $139,417    $1,395,383        $2,200,000
   22     T-12 (12/31/2006)      $193,480       $56,569       $136,911       $17,711       $119,200    $1,205,102        $1,900,000
   23        06/27/1905       $10,268,966    $4,392,899     $5,876,067       $45,000     $5,831,067   $20,000,000      $121,200,000
   24        02/28/2007        $2,080,420      $460,686     $1,619,734        $9,358     $1,610,376   $20,000,000       $25,090,000
                               $2,199,344      $482,427     $1,716,917       $70,816     $1,646,101   $16,552,956       $28,000,000
   25            NAP             $638,839      $131,243       $507,596       $20,208       $487,387    $4,923,443        $8,100,000
   26            NAP             $549,326      $118,003       $431,323       $17,790       $413,533    $4,371,678        $7,100,000
   27            NAP             $587,058      $139,120       $447,938       $18,309       $429,630    $4,201,904        $7,400,000
   28            NAP             $424,121       $94,062       $330,059       $14,509       $315,551    $3,055,930        $5,400,000
   29     T-12 (03/31/2007)    $3,513,618    $1,798,653     $1,714,965      $360,220     $1,354,745   $18,000,000       $27,500,000
   30        12/31/2006        $2,389,476      $803,480     $1,585,996       $70,000     $1,515,996   $18,000,000       $23,700,000
   31     T-12 (3/31/2007)     $2,472,908      $734,728     $1,738,180      $194,617     $1,543,563   $16,803,750       $26,300,000
   32        02/28/2007        $1,772,839      $478,730     $1,294,109        $7,510     $1,286,599   $14,003,393       $19,040,000
   33        12/31/2006        $1,919,721      $639,575     $1,280,146       $57,600     $1,222,546   $13,920,955       $18,675,000
   34        12/31/2006        $2,173,749      $748,000     $1,425,747       $54,000     $1,371,747   $13,784,736       $20,200,000
   35         6/30/2007        $2,264,856      $872,417     $1,392,439       $60,250     $1,332,189   $12,869,944       $17,700,000
             Annualized
   36        12/31/2006        $1,520,217      $200,645     $1,211,108       $22,699     $1,188,409   $13,700,000       $17,500,000
   37        12/31/2005        $1,843,886      $523,581     $1,320,305      $106,734     $1,213,571   $12,170,130       $19,275,000
   38        12/31/2006        $1,245,746      $328,493       $917,253       $48,600       $868,653   $13,483,000       $17,300,000
   39            NAP           $1,996,917      $467,792     $1,529,125       $50,430     $1,478,696    $8,041,592       $22,100,000
   40            NAP             $920,103       $27,603       $892,500            $0       $892,500   $12,215,187       $21,500,000
   41     (03/31/2007) Ann.    $2,386,668    $1,256,760     $1,129,908      $123,750     $1,006,158   $11,900,000       $15,700,000
   42        12/31/2006        $1,962,260      $869,490     $1,092,770      $117,648       $975,122   $11,251,819       $14,875,000
   43     T-12 (12/31/2006)    $1,380,432      $397,444       $982,987       $73,495       $909,492   $10,495,693       $14,300,000
   44        03/31/2007        $1,339,764      $431,605       $908,159       $34,815       $873,344   $10,422,734       $13,980,000
   45     T-12 (12/31/2006)    $1,632,357      $677,164       $955,193       $90,153       $865,040   $10,074,025       $13,500,000
   46        12/31/2006        $1,377,427      $409,671       $967,756       $71,393       $896,363    $9,573,262       $13,600,000
   47        12/31/2006        $1,497,108      $578,921       $918,187        $8,040       $910,147    $9,252,979       $14,300,000
   48        12/31/2006        $1,410,680      $367,138     $1,043,542       $78,989       $964,553    $8,937,535       $13,900,000
   49     T-12 (5/31/2007)     $2,226,321    $1,158,823     $1,067,498      $205,896       $861,602    $8,899,607       $13,300,000
   50        12/31/2006        $1,429,531      $538,579       $890,951       $75,411       $815,540   $10,400,000       $13,000,000
   51     (03/25/2007) Ann.    $1,181,426      $375,101       $806,325       $37,345       $768,980   $10,300,000       $13,000,000
   52        12/31/2006        $1,002,022      $246,162       $755,860       $51,920       $703,940   $10,191,000       $13,200,000
   53        12/31/2006        $1,848,440      $376,323     $1,472,117       $99,571     $1,372,546      $211,032       $21,500,000
   54      T-12 (4/1/2007)     $1,525,442      $457,880     $1,067,562       $66,457     $1,001,105   $10,000,000       $16,300,000
   55        06/28/1905        $1,146,161       $31,707     $1,114,454            $0     $1,114,454    $2,780,183       $14,400,000
   56     TTM (01/31/2007)       $955,687      $285,793       $669,894       $39,958       $629,936    $9,585,000       $12,420,000
   57        12/31/2006        $1,459,004      $616,676       $842,328       $53,066       $789,262    $8,570,654       $14,800,000
   58        12/31/2006        $1,360,150      $569,391       $790,758       $43,200       $747,558    $8,468,522       $11,550,000
   59        12/31/2006          $978,878      $160,917       $817,961       $35,802       $782,159    $8,300,155       $11,500,000
   60     T-11 (11/30/2006)    $8,758,720    $2,108,103     $6,650,618      $205,296     $6,445,322    $9,000,000      $122,800,000
                 Ann.
   61     T-12 (12/31/2006)    $1,837,919      $961,071       $876,848       $81,600       $795,248    $9,000,000       $14,190,000
   62        06/28/1905        $1,198,716      $358,268       $840,448      $103,934       $736,514    $8,075,494       $12,700,000
   63        12/31/2006        $1,114,973      $264,265       $850,708       $50,938       $799,770    $7,391,688       $10,900,000
   64            NAP           $1,324,972      $274,646     $1,050,326      $138,021       $912,305    $8,600,000       $13,300,000
   65     T-12 (3/30/2007)     $1,064,054      $321,402       $742,653       $65,920       $676,733    $7,727,151       $10,400,000
   66     T-12 (04/30/2007)    $3,377,868    $1,890,079     $1,487,789      $135,115     $1,352,674      $170,493       $15,025,000
   67        03/31/2007        $2,814,583    $1,757,728     $1,056,855      $112,583       $944,272    $7,014,251       $12,700,000
   68        04/30/2007        $1,759,284    $1,020,783       $738,501       $60,800       $677,701    $6,377,363       $10,020,000
   69        12/31/2006        $1,193,755      $547,458       $646,297       $63,620       $582,677    $6,512,073       $10,300,000
   70     T-4 (04/30/2007)     $1,368,094      $687,334       $680,761       $55,080       $625,681    $6,346,092        $8,700,000
              Annualized
   71        06/28/1905        $1,320,639      $734,588       $586,051       $57,500       $528,551    $6,066,555        $8,500,000
   72        12/31/2006        $1,916,842    $1,280,896       $635,946            $0       $635,946    $5,995,868        $9,000,000
   73        12/31/2006          $835,451      $250,017       $585,434       $53,193       $532,236    $5,668,601        $8,250,000
   74        12/31/2006          $923,313      $420,236       $503,077            $0       $503,077    $5,473,089       $10,780,000
   75     T-12 (4/30/2007)     $1,249,438      $601,821       $647,617       $50,250       $597,367    $4,740,619        $7,800,000
   76        06/28/1905        $2,393,932    $1,625,222       $768,710       $95,757       $672,953    $4,034,403        $6,925,000
   77     T-12 (2/28/2007)     $1,136,601      $700,140       $436,461       $49,165       $387,296    $4,808,132        $6,450,000
   78        12/31/2006          $637,667      $174,572       $463,095       $43,079       $420,016    $4,536,508        $6,650,000
   79            NAP             $956,025      $526,831       $429,194       $40,736       $388,458    $3,875,912        $6,000,000
   80        12/31/2006          $561,755      $149,098       $412,657       $18,300       $394,357    $3,880,880        $7,050,000
   81        12/31/2006          $720,534      $248,488       $472,046       $33,128       $438,918    $4,105,863        $6,800,000
   82        05/31/2007          $661,620      $291,337       $370,283        $8,389       $361,894    $4,010,187        $6,720,000
   83            NAP             $655,890      $118,427       $537,463       $47,075       $490,388    $3,770,622        $7,230,000
   84     T-4 (04/30/2007)       $524,532      $124,853       $399,679       $23,939       $375,740    $4,130,059        $6,500,000
              Annualized
   85     T-12 (4/30/2007)       $627,600      $265,601       $361,999       $19,881       $342,118    $3,968,627        $5,700,000
   86     T-9 (09/30/2006)       $683,113      $179,463       $503,650       $84,405       $419,245      $134,532        $6,280,000
             Annualized
   87        02/08/2007          $914,539      $442,414       $472,125       $12,426       $459,699    $3,660,395        $6,350,000
   88     (03/31/2007) Ann.      $504,722      $184,257       $320,465       $16,693       $303,772    $3,851,525        $5,040,000
   89        12/31/2006          $923,367      $227,053       $696,314       $34,548       $661,766    $3,311,972       $10,500,000
                                 $497,179       $78,278       $418,900        $7,205       $411,695    $3,484,241        $6,150,000
   90            NAP             $152,046       $28,442       $123,603        $1,859       $121,744    $1,058,847        $1,700,000
   90            NAP             $113,756       $14,533        $99,223        $1,892        $97,331      $914,048        $1,500,000
   90            NAP             $109,140       $21,383        $87,757          $556        $87,201      $790,063        $1,300,000
   90            NAP             $122,237       $13,920       $108,317        $2,898       $105,419      $721,283        $1,650,000
   91        03/31/2007          $534,582      $260,380       $274,202        $4,976       $269,226    $3,336,475        $4,650,000
   92        03/31/2007          $459,117      $190,383       $268,724        $9,253       $259,471    $3,151,179        $4,390,000
   93        12/31/2006        $1,337,712      $607,236       $730,476       $89,686       $640,790    $2,949,949        $7,100,000
   94            NAP             $388,328       $93,766       $294,562       $15,000       $279,562    $2,909,633        $4,400,000
   95        02/28/2007          $867,638      $511,102       $356,536       $15,868       $340,668    $2,896,335        $5,130,000
   96        12/31/2006        $1,391,101      $647,122       $743,978       $34,276       $709,702    $3,022,835        $9,750,000
   97            NAP             $521,141      $182,150       $338,990       $26,396       $312,594    $2,927,658        $4,400,000
   98            NAP             $408,879       $64,463       $344,416        $7,218       $337,198    $2,873,229        $4,900,000
   99        03/31/2007          $552,773      $194,647       $358,126        $7,826       $350,300    $3,092,195        $5,200,000
  100     T-2 (02/28/2007)       $528,325      $237,580       $290,745        $7,139       $283,606    $3,074,443        $4,100,000
             Annualized
  101            NAP             $449,527      $141,686       $307,841       $17,504       $290,337    $2,761,942        $4,400,000
  102        12/31/2006          $377,760      $111,837       $265,923        $5,100       $260,823    $2,712,261        $4,000,000
  103     T-12 (12/31/2006)    $2,071,798      $743,535     $1,328,263      $171,279     $1,156,984    $2,732,060       $16,700,000
  104        12/31/2006          $439,744      $143,054       $296,690       $16,380       $280,310    $2,991,832        $4,400,000
  105      YTD (5/7/2007)        $469,490       $95,016       $374,475       $11,832       $362,643    $2,570,151        $6,550,000
  106        03/31/2007          $524,354      $288,392       $235,962       $13,245       $222,717    $2,712,587        $5,960,000
  107     T-12 (3/31/2007)     $1,134,437      $743,054       $391,384       $45,378       $346,006    $2,503,654        $4,500,000
  108            NAP             $368,904       $86,628       $282,276       $22,080       $260,196    $2,538,226        $4,100,000
  109            NAP             $315,188        $9,456       $305,732        $1,796       $303,936    $2,536,855        $4,800,000
  110        01/31/2007          $406,499      $143,016       $263,483        $7,207       $256,276    $2,580,338        $3,730,000
  111        12/31/2006        $1,066,313      $614,241       $452,072       $49,668       $402,404    $2,443,350       $10,750,000
  112        12/31/2006          $582,865      $203,583       $379,282       $36,387       $342,895    $2,466,760        $5,500,000
  113        12/31/2006          $916,107      $469,800       $446,307       $49,740       $396,567       $64,185        $7,900,000
  114     T-12 (3/31/2007)       $598,227      $303,224       $295,003       $40,420       $254,583    $2,426,208        $4,175,000
  115        02/28/2007          $576,952      $250,863       $326,089       $10,684       $315,405    $2,564,335        $5,030,000
  116            NAP             $300,379       $12,015       $288,364        $1,674       $286,690       $96,436        $4,000,000
  117        12/31/2006          $452,031      $145,294       $306,737       $25,014       $281,723       $91,077        $3,930,000
  118            NAP             $341,963       $75,997       $265,965       $23,710       $242,255    $2,309,520        $4,540,000
  119        06/28/1905          $332,308       $81,219       $251,089       $16,700       $234,389    $2,418,150        $3,400,000
  120            NAP             $311,383       $56,197       $255,186       $25,763       $229,423    $2,113,299        $3,900,000
  121            NAP             $245,389       $21,889       $223,500            $0       $223,500       $76,423        $3,750,000
  122        12/31/2006          $393,984      $100,019       $293,965       $15,697       $278,268    $2,153,186        $4,730,000
  123     T-12 (06/30/2007)      $309,954       $77,168       $232,786       $12,000       $220,786    $1,938,421        $2,700,000
  124            NAP             $185,689        $5,571       $180,118       $10,426       $169,692    $1,978,736        $2,725,000
  125        12/31/2006          $633,498      $275,708       $357,790        $9,590       $348,200       $43,805        $6,200,000
  126        12/31/2006          $297,235       $75,892       $221,343       $13,259       $208,084    $1,487,199        $4,200,000
  127        12/31/2006          $248,854       $81,954       $166,900       $11,784       $155,116    $1,592,114        $2,750,000
  128        02/28/2007          $402,869      $243,736       $159,133        $5,902       $153,231    $1,403,471        $2,060,000
  129        12/31/2006          $257,155       $89,797       $167,358       $10,013       $157,345       $50,114        $2,100,000
  130        12/31/2006          $411,527       $74,857       $336,670       $21,943       $314,727       $29,543        $5,300,000
  131            NAP             $169,499       $39,867       $129,632       $10,493       $119,139    $1,106,408        $2,100,000
  132            NAP             $133,993       $15,065       $118,928        $4,550       $114,378      $920,477        $1,600,000
  133        12/31/2006          $195,385       $71,196       $124,188       $30,070        $94,118      $921,025        $1,500,000
  134        12/31/2006          $271,100       $62,164       $208,936       $14,040       $194,896      $851,813        $3,600,000


MORTGAGE  SOURCE OF  VALUATION                                             LEASE
LOAN NO.  VALUE(10)  DATE           LARGEST TENANT(11)                 EXPIRATION DATE  % NSF    SECOND LARGEST TENANT
-----------------------------------------------------------------------------------------------------------------------------------

   1      Appraisal  05/10/2007  Legg Mason & Co., LLC                      Various     36.8%    Odyssey America Reinsurance
   2      Appraisal  02/19/2007  NAP                                          NAP        NAP     NAP
   3      Appraisal  06/01/2007  Conoco Phillips Company                  06/30/2015    40.8%    Calpine Central, LP

   4      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   4      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   4      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   4      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
          Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   5      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   5      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   5      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   5      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
          Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   6      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   6      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   6      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
          Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   7      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   7      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   7      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   7      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   8      Appraisal  06/29/2007  Infinity Insurance Company               08/31/2010    37.6%    Textron Financial Corporation

   9      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   9      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   9      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   9      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   9      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   9      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   9      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   9      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   9      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   9      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   9      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   9      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   9      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   9      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   9      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   9      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   9      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   9      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   9      Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP

   10     Appraisal  03/05/2007  NAP                                          NAP        NAP     NAP
   10     Appraisal  03/05/2007  NAP                                          NAP        NAP     NAP
   10     Appraisal  03/05/2007  NAP                                          NAP        NAP     NAP
   10     Appraisal  03/05/2007  NAP                                          NAP        NAP     NAP
   10     Appraisal  03/05/2007  NAP                                          NAP        NAP     NAP
   11     Appraisal  03/18/2007  Treasures Furniture, Inc                 11/30/2013    47.3%    New Horizons, Inc.
   12     Appraisal  03/15/2007  Regions Bank                             06/30/2011    16.2%    Sommer & Barnard
   13     Appraisal  02/12/2007  NAP                                          NAP        NAP     NAP

   14     Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   14     Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   14     Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   14     Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   15     Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   15     Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   15     Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   15     Appraisal  05/01/2007  NAP                                          NAP        NAP     NAP
   16     Appraisal  02/23/2007  Advanced Elastomer Systems               12/31/2015    35.5%    Brouse McDowell LPA
   17     Appraisal  02/08/2007  Sears                                    07/24/2009    23.5%    Gottschalks
   18     Appraisal  02/05/2008  Palm Beach Atlantic University           04/01/2017    12.4%    Ching's Development, LLC
   19     Appraisal  06/01/2007  Beltmann Group, Inc - Bldg 3             10/31/2010    30.5%    AmSan, LLC - Bldg 2
   20     Appraisal  06/01/2007  Regal Cinemas (Edwards)                  11/30/2020    38.1%    Office Depot
   21     Appraisal  04/12/2007  Marshall's #293                          01/31/2012    23.7%    Michael's Stores, Inc #2118

   22     Appraisal  04/27/2007  Chubb Group of Insurance                 02/28/2010    15.1%    Universal Media, Inc.
   22     Appraisal  04/27/2007  Mass Mutual Life Insurance Co.           03/31/2013    42.3%    Fonterra (USA), Inc.
   22     Appraisal  04/27/2007  Milton S. Hershey Medical Center         03/31/2010    34.6%    Metropolitian Life Insurance
   22     Appraisal  04/27/2007  Scientific Games                         12/31/2008    100.0%   NAP
   22     Appraisal  04/27/2007  Site Blauvelt Engineers                  10/14/2008    33.6%    Sun Microsystems
   22     Appraisal  04/27/2007  Berkshire Health Plan                    03/31/2013    60.9%    Berks Plastic Surgery
   22     Appraisal  04/27/2007  Reading Hospital & Medical Center        12/31/2011    75.1%    Christina Ohnsman, M.D.
   23     Appraisal  11/22/2006  NAP                                          NAP        NAP     NAP
   24     Appraisal  04/03/2007  NAP                                          NAP        NAP     NAP

   25     Appraisal  02/08/2007  Thrifty Payless, Inc.                    11/30/2026    100.0%   NAP
   26     Appraisal  02/08/2007  Thrifty Payless, Inc.                    02/28/2027    100.0%   NAP
   27     Appraisal  02/08/2007  Thrifty Payless, Inc.                    03/31/2027    100.0%   NAP
   28     Appraisal  02/08/2007  Thrifty Paylyess, Inc.                   01/31/2027    100.0%   NAP
   29     Appraisal  04/26/2007  Bartlett, McDonough, Bastone, LLP        04/30/2008    12.7%    EYP Mission Critical Facilitie
   30     Appraisal  05/17/2007  NAP                                          NAP        NAP     NAP
   31     Appraisal  03/25/2007  Millenium Digital Media                  08/31/2007    10.0%    Tuesday Morning
   32     Appraisal  04/09/2007  NAP                                          NAP        NAP     NAP
   33     Appraisal  06/05/2007  NAP                                          NAP        NAP     NAP
   34     Appraisal  05/08/2007  NAP                                          NAP        NAP     NAP
   35     Appraisal  06/14/2007  NAP                                          NAP        NAP     NAP
   36     Appraisal  03/19/2007  Hobby Lobby                              04/30/2011    30.5%    Goody's
   37     Appraisal  03/08/2007  Palmetto Health Alliance                 11/30/2013    33.8%    PHA
   38     Appraisal  02/22/2007  Walgreen Store #1599                     08/31/2026    24.0%    Cactus Jacks
   39     Appraisal  11/09/2006  Bassett Furniture                        04/16/2021    33.8%    Logan Furniture
   40     Appraisal  04/01/2007  Kmart                                    12/31/2018    100.0%   NAP
   41     Appraisal  03/21/2007  NAP                                          NAP        NAP     NAP
   42     Appraisal  04/20/2007  NAP                                          NAP        NAP     NAP
   43     Appraisal  04/09/2007  Gallery Billards                         04/30/2009    11.8%    Tappen Japanese
   44     Appraisal  02/15/2007  NAP                                          NAP        NAP     NAP
   45     Appraisal  04/10/2007  EDS Information Services                 01/31/2011    53.7%    Quality Manufacturing
   46     Appraisal  06/11/2007  Medical Associates of West Florida       10/31/2010    30.9%    Coastal Ortropaedics
   47     Appraisal  03/12/2007  NAP                                          NAP        NAP     NAP
   48     Appraisal  04/09/2007  Elder-Beerman                            04/30/2014    36.4%    JCPenney
   49     Appraisal  05/16/2007  PS Professional Office                   01/31/2009     8.4%    Comprehensive Pediatrics
   50     Appraisal  05/01/2007  Hobby Lobby                              09/30/2012    39.9%    Big Lots
   51     Appraisal  05/01/2007  Wells Fargo Bank                         11/30/2012    13.8%    GOLDEN ONE CREDIT UNION
   52     Appraisal  05/01/2007  Allen Crivello and Tim Greaney           06/30/2011     9.6%    Drs. M Simanian &
                                  So Cal Es                                                      Jacob Elisha Dr. Mitra
   53     Appraisal  04/10/2007  TSA Stores, Inc.                         01/31/2013    29.0%    Circuit City Stores, Inc.
   54     Appraisal  05/09/2007  Old Navy                                 08/31/2010    27.7%    The Gap, Inc.
   55     Appraisal  04/12/2007  Regal Cinemas, Inc.                      04/30/2019    100.0%   NAP
   56     Appraisal  02/22/2007  Century 21 Metro Allaince                04/30/2009    23.3%    Rosati's of Ocotillo, Inc
   57     Appraisal  03/26/2007  Hornbachers                              04/30/2021    49.6%    Paces Lodging Corp.
   58     Appraisal  06/05/2007  NAP                                          NAP        NAP     NAP
   59     Appraisal  05/18/2007  GiftCertificates.com                     07/31/2010    100.0%   NAP
   60     Appraisal  12/13/2006  Prada USA Corp                           04/30/2012    27.0%    SHVO, Inc.
   61     Appraisal  05/24/2007  NAP                                          NAP        NAP     NAP
   62     Appraisal  12/29/2006  Regence Blue Shield                      08/31/2009    46.1%    New York Life
                                                                                                 Insurance Company
   63     Appraisal  04/13/2007  Marc's                                   11/21/2009    32.7%    Big Lots
   64     Appraisal  05/02/2007  3M Company                               07/31/2016    91.3%    The National Bank &
                                                                                                  Trust Company
   65     Appraisal  04/09/2007  Gerdt Furniture & Interiors, Inc.        12/09/2018    66.4%    Todays Bedroom One
   66     Appraisal  04/26/2007  NAP                                          NAP        NAP     NAP
   67     Appraisal  04/18/2007  NAP                                          NAP        NAP     NAP
   68     Appraisal  05/17/2007  NAP                                          NAP        NAP     NAP
   69     Appraisal  03/20/2007  Kohl's (Ground Lease)                    01/28/2023    63.6%    OfficeMax Store #14
   70     Appraisal  05/23/2007  NAP                                          NAP        NAP     NAP
   71     Appraisal  03/21/2007  NAP                                          NAP        NAP     NAP
   72     Appraisal  05/04/2007  NAP                                          NAP        NAP     NAP
   73     Appraisal  03/19/2007  Paramount Sports                         03/30/2010    19.2%    Old Chicago
   74     Appraisal  02/24/2007  NAP                                          NAP        NAP     NAP
   75     Appraisal  05/07/2007  NAP                                          NAP        NAP     NAP
   76     Appraisal  05/16/2007  NAP                                          NAP        NAP     NAP
   77     Appraisal  04/10/2007  Arthritis and Rheumatology               02/28/2010    24.5%    France Ave. Family Physicians
   78     Appraisal  04/17/2007  Live Management                          09/30/2009    27.7%    Associated Appliances Sales
   79     Appraisal  03/29/2007  Faith Cartage                            03/31/2012    56.7%    Mattress World
   80     Appraisal  05/08/2007  Genetic Institute of Anti-Aging          12/31/2020    50.0%    Advanced Surgical Partners, LLC
                                 (GIAA), LLC
   81     Appraisal  03/15/2007  Dolgencorp, Inc.                         10/31/2009    14.0%    Secretary of State
   82     Appraisal  05/07/2007  NAP                                          NAP        NAP     NAP
   83     Appraisal  07/01/2007  IHC Health Services, Inc.                03/31/2019    76.7%    Southern Utah Spine &
                                                                                                 Rehabilitation
   84     Appraisal  05/22/2007  Tutor Time                               07/31/2016    51.8%    JJ Gmacs
   85     Appraisal  04/03/2007  NAP                                          NAP        NAP     NAP
   86     Appraisal  01/25/2007  Copeland International                   04/30/2009    21.5%    Airtime Amusements Inc.
   87     Appraisal  02/26/2007  NAP                                          NAP        NAP     NAP
   88     Appraisal  02/08/2007  NAP                                          NAP        NAP     NAP
   89     Appraisal  04/12/2007  Tire Pros                                05/31/2013    15.0%    Paul's Japanese

   90     Appraisal  05/25/2007  Southern King Holdings, LLC              10/31/2026    100.0%   NAP
   90     Appraisal  05/24/2007  Checkers Drive-In Restaurants, Inc.      06/30/2026    100.0%   NAP
   90     Appraisal  05/24/2007  Checkers Drive-In Restaurants, Inc.      06/30/2026    100.0%   NAP
   90     Appraisal  05/14/2007  Charter Food, Inc                        09/30/2021    100.0%   NAP
   91     Appraisal  04/16/2007  NAP                                          NAP        NAP     NAP
   92     Appraisal  03/16/2007  NAP                                          NAP        NAP     NAP
   93     Appraisal  03/23/2007  NAP                                          NAP        NAP     NAP
   94     Appraisal  05/30/2007  Sixtrees USA, LTD                        06/30/2022    100.0%   NAP
   95     Appraisal  03/01/2007  NAP                                          NAP        NAP     NAP
   96     Appraisal  03/20/2007  NAP                                          NAP        NAP     NAP
   97     Appraisal  04/10/2007  Bedrosian Tile                           06/30/2019    100.0%   NAP
   98     Appraisal  04/17/2007  Top Kick Martial Arts                    03/31/2012    24.1%    Ledo Pizza
   99     Appraisal  04/13/2007  NAP                                          NAP        NAP     NAP
  100     Appraisal  04/01/2007  NAP                                          NAP        NAP     NAP
  101     Appraisal  06/06/2007  Copps Food Center                        01/06/2020    100.0%   NAP
  102     Appraisal  04/24/2007  NAP                                          NAP        NAP     NAP
  103     Appraisal  02/15/2006  Moss Adams                               11/30/2015    12.4%    Federal Bankruptcy Court
  104     Appraisal  06/03/2007  Realty South, Inc.                       05/31/2008    22.2%    Richard's BBQ
  105     Appraisal  12/22/2006  Pacific Dental                           11/30/2016    26.1%    NYPD Pizza
  106     Appraisal  04/11/2007  NAP                                          NAP        NAP     NAP
  107     Appraisal  04/09/2007  NAP                                          NAP        NAP     NAP
  108     Appraisal  05/09/2007  BRS                                      03/31/2019    55.4%    Business Archives Corp
  109     Appraisal  03/26/2007  CVS Pharmacy, Inc.                       01/31/2032    100.0%   NAP
  110     Appraisal  03/12/2007  NAP                                          NAP        NAP     NAP
  111     Appraisal  05/10/2007  Publix                                   11/30/2009    57.1%    Blockbuster Videos
  112     Appraisal  03/13/2007  Department of                            11/30/2011    20.8%    Blockbuster Inc
                                 Rehabilitative Services
  113     Appraisal  01/10/2007  Titan America, LLC                       07/31/2012    51.0%    Sentara Health System
  114     Appraisal  04/18/2007  NAP                                          NAP        NAP     NAP
  115     Appraisal  04/12/2007  NAP                                          NAP        NAP     NAP
  116     Appraisal  08/31/2006  Rite Aid                                 01/31/2027    100.0%   NAP
  117     Appraisal  05/09/2007  NNA of Toledo, Inc.                      09/30/2008    24.6%    The Bagel Place, Inc.
  118     Appraisal  06/01/2007  Advanced Training                        02/15/2009    44.2%    New Antioch Church
  119     Appraisal  03/28/2007  Harvest Towne W&S                        10/01/2013    48.1%    Chop House Restaurant
  120     Appraisal  05/17/2007  US Cotton, LLC                           12/31/2018    100.0%   NAP
  121     Appraisal  10/01/2006  Capital One, N.A.                        10/31/2026    100.0%   NAP
  122     Appraisal  05/11/2007  Pet House                                10/31/2012    14.1%    RPL Management
  123     Appraisal  06/14/2007  NAP                                          NAP        NAP     NAP
  124     Appraisal  03/08/2007  CVS                                      08/31/2019    100.0%   NAP
  125     Appraisal  03/19/2007  NAP                                          NAP        NAP     NAP
  126     Appraisal  05/23/2007  Haas Auto Stereo, Inc.                   06/30/2022    60.0%    Aragon-Haas Insurance
                                                                                                 Brokers, Inc.
  127     Appraisal  05/08/2007  NAP                                          NAP        NAP     NAP
  128     Appraisal  02/28/2007  NAP                                          NAP        NAP     NAP
  129     Appraisal  03/06/2007  Radio Shack-Tandy Corp                   01/31/2009    22.7%    Papa Johns-Houston
  130     Appraisal  02/24/2007  Starlite Market                          10/31/2014    58.5%    Los Dos Amigos
  131     Appraisal  07/01/2007  Bio-Medical Applications of Ge           07/31/2017    100.0%   NAP
  132     Appraisal  05/10/2007  Advance Stores Company,                  07/31/2021    100.0%   NAP
                                 Incorporated
  133     Appraisal  05/20/2007  Food Lion                                10/30/2009    52.5%    Family Dollar
  134     Appraisal  04/12/2007  Universal Brass, Inc                     09/30/2009    50.0%    Pioneer Woodworking


MORTGAGE      LEASE               THIRD LARGEST                          LEASE                 INSURANCE      TAX ESCROW I
LOAN NO.  EXPIRATION DATE  % NSF   TENANT                           EXPIRATION DATE  % NSF  ESCROW IN PLACE   N PLACE(12)
--------------------------------------------------------------------------------------------------------------------------------

   1        09/30/2022     13.2%  Elizabeth Arden, Inc.                10/31/2011    7.8%         No                 Yes
   2           NAP          NAP   NAP                                     NAP         NAP         No                 Yes
   3        12/13/2013     31.9%  Jones Day                            03/10/2019    7.8%         No                 No

   4           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   4           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   4           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   4           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
               NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   5           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   5           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   5           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   5           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
               NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   6           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   6           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   6           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
               NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   7           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   7           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   7           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   7           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   8        12/31/2011     11.7%  MCI Communications                   05/31/2008    11.0%        No                 No
                                   Services, Inc.

   9           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   9           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   9           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   9           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   9           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   9           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   9           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   9           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   9           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   9           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   9           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   9           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   9           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   9           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   9           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   9           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   9           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   9           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   9           NAP          NAP   NAP                                     NAP         NAP         Yes                Yes

   10          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   10          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   10          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   10          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   10          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   11       06/30/2008     8.9%   Scan Furniture                       07/31/2007    8.1%         No                 No
   12       01/31/2021     12.4%  Krieg Devault et al                  08/31/2010    7.4%         No                 No
   13          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes

   14          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   14          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   14          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   14          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   15          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   15          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   15          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   15          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   16       10/31/2019     17.4%  Malone Advertising                   12/31/2014    11.7%        No                 No
   17       04/30/2015     15.0%  Ross Dress for Less                  01/31/2011    11.9%        No                 No
   18       05/01/2017     8.3%   Sakura Restaurant                    04/01/2017    6.4%         Yes                Yes
   19       04/30/2008     17.4%  Publix Super Markets,                02/28/2010    17.4%        No                 Yes
                                  Inc. - Bldg 12
   20       01/31/2016     16.4%  Urban Outfitters                     02/28/2017    8.8%         Yes                Yes
   21       10/31/2010     23.7%  Gateway                              05/31/2009    9.0%         No                 No

   22       06/03/2010     14.0%  Orth Rodgers & Associates            07/31/2009    12.4%        No                 Yes
   22       02/28/2011     29.6%  Urology of Central PA, Inc.          03/31/2021    22.3%        No                 Yes
   22       02/29/2012     26.5%  ATX Telecommunications               09/30/2008    7.1%         No                 Yes
   22          NAP          NAP   NAP                                     NAP         NAP         No                 Yes
   22       01/31/2008     16.8%  MHM Correctional Services            08/31/2008    16.4%        No                 Yes
   22       07/31/2015     39.1%  NAP                                     NAP         NAP         No                 Yes
   22       03/31/2012     24.9%  NAP                                     NAP         NAP         No                 Yes
   23          NAP          NAP   NAP                                     NAP         NAP         No                 No
   24          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes

   25          NAP          NAP   NAP                                     NAP         NAP         No                 No
   26          NAP          NAP   NAP                                     NAP         NAP         No                 No
   27          NAP          NAP   NAP                                     NAP         NAP         No                 No
   28          NAP          NAP   NAP                                     NAP         NAP         No                 No
   29       03/31/2013     11.1%  F.T.L., Inc.                         09/30/2009    6.4%         No                 No
   30          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   31       01/15/2009     2.9%   Fletcher's Auto Tech                 06/30/2007    2.6%         Yes                Yes
   32          NAP          NAP   NAP                                     NAP         NAP         No                 Yes
   33          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   34          NAP          NAP   NAP                                     NAP         NAP         No                 Yes
   35          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   36       11/30/2009     25.9%  Office Max                           01/31/2014    15.9%        Yes                Yes
   37       09/30/2013     20.1%  Parkridge Surgery Center LLC         10/31/2023    15.8%        Yes                Yes
   38       05/31/2009     7.8%   Abacus Inn                           11/30/2007    7.3%         No                 No
   39       01/31/2017     28.2%  La-Z-Boy                             12/31/2021    26.4%        No                 Yes
   40          NAP          NAP   NAP                                     NAP         NAP         No                 No
   41          NAP          NAP   NAP                                     NAP         NAP         No                 Yes
   42          NAP          NAP   NAP                                     NAP         NAP         No                 No
   43       04/30/2009     9.8%   Carpet Outlet                        04/30/2009    9.4%         Yes                Yes
   44          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   45       02/28/2010     18.0%  DSI Systems, Inc.                    05/31/2009    16.3%        No                 No
   46       11/30/2010     8.1%   Pasco Hernando                       03/31/2013    7.3%         Yes                Yes
                                  Surgical Associates
   47          NAP          NAP   NAP                                     NAP         NAP         No                 No
   48       02/28/2009     23.3%  Fashion Bug                          01/31/2009    8.7%         Yes                Yes
   49       01/31/2016     6.4%   American Express                     08/31/2012    6.0%         Yes                Yes
   50       01/31/2013     23.6%  Mardel's                             07/31/2017    16.8%        Yes                Yes
   51       12/31/2007     12.0%  STEVEN W. FRANK, DDS                 09/30/2008    7.9%         No                 No
   52       08/14/2007     6.1%   Rolando Marcelino                    02/08/2008    5.8%         No                 No
                                  Vergel deDio Goko Gr
   53       01/31/2018     26.6%  Barnes & Noble Booksellers, Inc.     01/31/2014    22.5%        No                 No
   54       08/31/2010     11.9%  Famous Footwear                      08/31/2010    9.1%         No                 Yes
   55          NAP          NAP   NAP                                     NAP         NAP         No                 No
   56       06/30/2011     8.6%   Catalina 1.75 Cleaners               06/30/2008    7.9%         No                 No
   57       04/30/2011     14.6%  Alerus                               06/26/2026    2.1%         No                 No
   58          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   59          NAP          NAP   NAP                                     NAP         NAP         No                 Yes
   60       11/30/2014     16.0%  Craig Drill Capital Corporation      09/30/2014    9.2%         No                 No
   61          NAP          NAP   NAP                                     NAP         NAP         No                 Yes
   62       05/31/2013     18.2%  Network Support &                    12/31/2009    12.0%        Yes                Yes
                                   Solutions Group, Inc.
   63       01/31/2010     22.1%  Goodwill Industries                  04/18/2009    6.6%         Yes                Yes
   64       06/30/2017     8.7%   NAP                                     NAP         NAP         No                 No
   65       11/30/2012     15.2%  Star Walk Buffet                     05/31/2016    7.2%         No                 No
   66          NAP          NAP   NAP                                     NAP         NAP         No                 Yes
   67          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   68          NAP          NAP   NAP                                     NAP         NAP         No                 No
   69       12/31/2009     16.5%  Hawkin's Restaurant                  12/31/2007    4.1%         Yes                Yes
   70          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   71          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   72          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   73       04/30/2011     12.6%  Play it again Sports                 01/31/2007    11.4%        No                 No
   74          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   75          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   76          NAP          NAP   NAP                                     NAP         NAP         No                 Yes
   77       07/31/2014     14.0%  Sharpe, Dillon, & Cockson            12/31/2015    11.2%        No                 No
   78       10/31/2009     13.6%  Scuba Specialties                    06/30/2013    10.7%        Yes                Yes
   79       08/31/2014     43.3%  NAP                                     NAP         NAP         Yes                Yes
   80       12/31/2020     50.0%  NAP                                     NAP         NAP         Yes                Yes
   81       09/30/2008     6.7%   Harbour Mortgage Co., Inc.           05/31/2009    6.7%         Yes                Yes
   82          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   83       06/30/2022     23.3%  NAP                                     NAP         NAP         Yes                Yes
   84       02/28/2009     12.1%  Chea's Fitness                       08/31/2010    10.2%        Yes                Yes
   85          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   86       09/30/2008     6.5%   Marmion Air Services                 05/31/2008    6.1%         Yes                Yes
   87          NAP          NAP   NAP                                     NAP         NAP         No                 Yes
   88          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   89       04/01/2013     13.4%  Golden Wrench                        06/30/2011    10.9%        Yes                Yes

   90          NAP          NAP   NAP                                     NAP         NAP         No                 No
   90          NAP          NAP   NAP                                     NAP         NAP         No                 No
   90          NAP          NAP   NAP                                     NAP         NAP         No                 No
   90          NAP          NAP   NAP                                     NAP         NAP         No                 No
   91          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   92          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   93          NAP          NAP   NAP                                     NAP         NAP         No                 Yes
   94          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
   95          NAP          NAP   NAP                                     NAP         NAP         No                 Yes
   96          NAP          NAP   NAP                                     NAP         NAP         No                 Yes
   97          NAP          NAP   NAP                                     NAP         NAP         No                 No
   98       10/31/2016     15.9%  Cold Stone Creamery                  05/31/2017    12.1%        Yes                Yes
   99          NAP          NAP   NAP                                     NAP         NAP         No                 No
  100          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
  101          NAP          NAP   NAP                                     NAP         NAP         No                 No
  102          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
  103       03/31/2012     8.9%   Wilkinson Corporation                06/30/2011    5.8%         Yes                Yes
  104       12/31/2007     16.7%  Mandarin Cafe                        07/31/2010    11.1%        Yes                Yes
  105       01/01/2017     25.5%  Pei Wei Asian Diner                  11/30/2016    22.7%        Yes                Yes
  106          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
  107          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
  108       03/31/2012     35.4%  United Services America              03/31/2012    6.3%         Yes                Yes
  109          NAP          NAP   NAP                                     NAP         NAP         No                 No
  110          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
  111       04/04/2010     8.9%   99c Beauty Supply                    05/31/2011    4.6%         No                 No
  112       10/31/2009     11.4%  Western Branch Jazzercise            08/31/2008    7.9%         Yes                Yes
  113       10/15/2009     49.0%  NAP                                     NAP         NAP         Yes                Yes
  114          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
  115          NAP          NAP   NAP                                     NAP         NAP         No                 No
  116          NAP          NAP   NAP                                     NAP         NAP         No                 No
  117       04/30/2012     14.4%  Household Finance                    10/04/2011    9.4%         Yes                Yes
                                   Corporation II
  118       05/31/2011     32.0%  NAP                                     NAP         NAP         Yes                Yes
  119       12/02/2018     41.3%  Gettelfinger Properties, LLC         07/11/2010    10.6%        Yes                Yes
  120          NAP          NAP   NAP                                     NAP         NAP         No                 No
  121          NAP          NAP   NAP                                     NAP         NAP         No                 No
  122       12/31/2011     10.9%  Kitchen & Bath Showroom              05/05/2013    10.9%        No                 No
  123          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
  124          NAP          NAP   NAP                                     NAP         NAP         No                 No
  125          NAP          NAP   NAP                                     NAP         NAP         No                 No
  126       06/30/2022     40.0%  NAP                                     NAP         NAP         No                 No
  127          NAP          NAP   NAP                                     NAP         NAP         Yes                Yes
  128          NAP          NAP   NAP                                     NAP         NAP         No                 Yes
  129       08/31/2009     17.8%  Kolache Factory                      10/31/2010    15.5%        Yes                Yes
  130       11/30/2009     10.3%  Super Pure Water                     03/31/2008    6.3%         No                 Yes
  131          NAP          NAP   NAP                                     NAP         NAP         No                 No
  132          NAP          NAP   NAP                                     NAP         NAP         No                 No
  133       06/30/2009     14.9%  CFM Discount Furniture               08/31/2011    11.9%        No                 Yes
  134       07/31/2010     32.2%  D&L Framing, LLC                     12/31/2008    17.8%        No                 No

                                                                                                 35.7%              66.2%



MORTGAGE  CAPITAL EXPENDITURE     TI/LC ESCROW                                                SPRINGING ESCROW
LOAN NO.  ESCROW IN PLACE(13)     IN PLACE(14)   OTHER ESCROW DESCRIPTION(15)                 DESCRIPTION(16)
--------------------------------------------------------------------------------------------------------------------------------

   1              No                     Yes    Vacancy Reserve                                     NAP
   2              Yes                     No    Interest Reserve, Interest Reserve           Insurance, Other
                                                 Shortfall, Renovation
                                                 Completion Date
   3              No                      No    NAP                                        Tax, Insurance, TI/LC

   4              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   4              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   4              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   4              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
                  Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   5              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   5              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   5              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   5              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
                  Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   6              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   6              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   6              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
                  Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   7              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   7              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   7              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   7              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   8              No                      No    NAP                                           Tax, Insurance

   9              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   9              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   9              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   9              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   9              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   9              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   9              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   9              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   9              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   9              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   9              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   9              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   9              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   9              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   9              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   9              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   9              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   9              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   9              Yes                     No    NAP                                    Tax, Insurance, CapEx, Other

   10             Yes                     No    NAP                                                 NAP
   10             Yes                     No    NAP                                                 NAP
   10             Yes                     No    NAP                                                 NAP
   10             Yes                     No    NAP                                                 NAP
   10             Yes                     No    NAP                                                 NAP
   11             No                      No    Earnout                                             NAP
   12             Yes                    Yes    Tenant Reserve                             Tax, Insurance, TI/LC
   13             Yes                     No    NAP                                                 NAP

   14             Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   14             Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   14             Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   14             Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   15             Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   15             Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   15             Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   15             Yes                     No    NAP                                    Tax, Insurance, CapEx, Other
   16             No                      No    AES Reserve, Holdback LOC                 Tax, Insurance, Cap Ex
   17             No                      No    Kay Jewelers Reimbursement                    Tax, Insurance
   18             Yes                    Yes    Holdback                                            NAP
   19             Yes                     No    Credit Enhancement LOC                           Insurance
   20             No                     Yes    NAP                                               Cap Ex
   21             No                      No    NAP                                                Other

   22             No                      No    NAP                                   Insurance, Cap Ex, TI/LC, Other
   22             No                      No    NAP                                   Insurance, Cap Ex, TI/LC, Other
   22             No                      No    NAP                                   Insurance, Cap Ex, TI/LC, Other
   22             No                      No    NAP                                   Insurance, Cap Ex, TI/LC, Other
   22             No                      No    NAP                                   Insurance, Cap Ex, TI/LC, Other
   22             No                      No    NAP                                   Insurance, Cap Ex, TI/LC, Other
   22             No                      No    NAP                                   Insurance, Cap Ex, TI/LC, Other
   23             No                      No    NAP                                        Tax, Insurance, CapEx
   24             Yes                     No    NAP                                                 NAP

   25             No                      No    NAP                                    Tax, Insurance, CapEx, TI/LC
   26             No                      No    NAP                                    Tax, Insurance, CapEx, TI/LC
   27             No                      No    NAP                                    Tax, Insurance, CapEx, TI/LC
   28             No                      No    NAP                                 Tax, Insurance, CapEx, TI/LC, Other
   29             No                      No    NAP                                           Tax, Insurance
   30             Yes                     No    NAP                                                 NAP
   31             No                      No    NAP                                      Insurance, Cap Ex, TI/LC
   32             No                      No    NAP                                                 NAP
   33             Yes                     No    NAP                                                 NAP
   34             No                      No    NAP                                                 NAP
   35             Yes                     No    NAP                                                 NAP
   36             Yes                    Yes    Working Capital Reserve                            Other
   37             No                     Yes    NAP                                                TI/LC
   38             No                      No    NAP                                                 NAP
   39             No                      No    NAP                                                TI/LC
   40             No                      No    NAP                                        Tax, Insurance, Other
   41             No                      No    NAP                                                 NAP
   42             No                      No    NAP                                                 NAP
   43             Yes                    Yes    Rent Reserve, Leasing Reserve                       NAP
   44             Yes                     No    Reverse Earn Out                                    NAP
   45             No                     Yes    NAP                                       Tax, Insurance, Cap Ex
   46             No                      No    NAP                                                TI/LC
   47             No                      No    Additional Security LOC                             NAP
   48             Yes                    Yes    NAP                                                 NAP
   49             Yes                    Yes    NAP                                                Other
   50             No                      No    NAP                                         TI/LC, CapEx, Other
   51             No                      No    Reserve on dark space                              Other
   52             No                      No    NAP                                           Tax, Insurance
   53             No                      No    NAP                                                 NAP
   54             No                     Yes    NAP                                                 NAP
   55             No                      No    NAP                                    Tax, Insurance, CapEx, TI/LC
   56             No                      No    NAP                                                Other
   57             No                      No    Lakemode Liquors Reserve                            NAP
   58             Yes                     No    NAP                                                 NAP
   59             No                     Yes    Debt Service Coverage Reserve                       NAP
   60             No                      No    Prada Reserve                          Tax, Insurance, CapEx, TI/LC
   61             Yes                     No    NAP                                              Insurance
   62             Yes                     No    Near Term Rollover                                 TI/LC
   63             Yes                    Yes    NAP                                                 NAP
   64             No                      No    TI Reserve                             Tax, Insurance, Cap Ex, Other
   65             No                     Yes    NAP                                       Tax, Insurance, Cap Ex
   66             Yes                     No    NAP                                                 NAP
   67             Yes                     No    NAP                                                Other
   68             Yes                     No    NAP                                           Tax, Insurance
   69             No                      No    NAP                                                Other
   70             Yes                     No    NAP                                                 NAP
   71             No                      No    NAP                                                CapEx
   72             Yes                     No    NAP                                                 NAP
   73             No                     Yes    Zoning Holdback                                     NAP
   74             Yes                     No    NAP                                                 NAP
   75             Yes                     No    NAP                                                 NAP
   76             No                      No    PIP Reserve                                         NAP
   77             No                      No    Rent Reserve, Occupancy                   Tax, Insurance, Cap Ex
                                                Reserve LOC
   78             Yes                    Yes    Phoenix Litigation Fund,                            NAP
                                                Renewal and Re-Tenanting
                                                Fund, Cell Tower Fund
   79             No                     Yes    Rent Abatement Reserve                              NAP
   80             No                      No    NAP                                                 NAP
   81             Yes                    Yes    NAP                                                 NAP
   82             Yes                     No    NAP                                                 NAP
   83             No                      No    NAP                                                 NAP
   84             No                     Yes    NAP                                               Cap Ex
   85             Yes                     No    NAP                                                 NAP
   86             Yes                    Yes    NAP                                                 NAP
   87             Yes                     No    NAP                                              Insurance
   88             Yes                     No    Earnout                                             NAP
   89             No                      No    NAP                                                 NAP

   90             No                      No    NAP                                                 NAP
   90             No                      No    NAP                                                 NAP
   90             No                      No    NAP                                                 NAP
   90             No                      No    NAP                                                 NAP
   91             Yes                     No    Reverse Earnout LOC                                 NAP
   92             Yes                     No    Reverse Earnout                                     NAP
   93             Yes                     No    NAP                                                 NAP
   94             No                      No    NAP                                                Other
   95             Yes                     No    NAP                                           Tax, Insurance
   96             No                      No    NAP                                                 NAP
   97             No                      No    NAP                                    Tax, Insurance, Cap Ex, TI/LC
   98             No                     Yes    NAP                                                 NAP
   99             Yes                     No    NAP                                                 NAP
  100             Yes                     No    NAP                                                 NAP
  101             No                      No    NAP                                                 NAP
  102             No                      No    NAP                                                 NAP
  103             Yes                    Yes    NAP                                                 NAP
  104             No                     Yes    NAP                                                 NAP
  105             No                      No    NAP                                               Cap Ex
  106             Yes                     No    Reverse Earnout LOC                                 NAP
  107             Yes                     No    NAP                                                Other





  108             No                     Yes    NAP                                                 NAP
  109             No                      No    NAP                                                 NAP
  110             Yes                     No    NAP                                                 NAP
  111             No                      No    NAP                                                 NAP
  112             No                     Yes    NAP                                                TI/LC
  113             No                     Yes    NAP                                                 NAP
  114             Yes                     No    NAP                                                 NAP
  115             No                      No    NAP                                                 NAP
  116             No                      No    NAP                                 Tax, Insurance, CapEx, TI/LC, Other
  117             No                     Yes    Additional Collateral                               NAP
  118             No                      No    NAP                                                 NAP
  119             Yes                    Yes    NAP                                                TI/LC
  120             No                      No    NAP                                                TI/LC
  121             No                      No    NAP                                                 NAP
  122             No                      No    NAP                                                 NAP
  123             Yes                     No    NAP                                                 NAP
  124             Yes                     No    NAP                                                TI/LC
  125             No                      No    NAP                                                 NAP
  126             No                      No    NAP                                                 NAP
  127             No                      No    NAP                                                 NAP
  128             Yes                     No    Additional Reserves Fund                         Insurance
  129             No                     Yes    NAP                                                 NAP
  130             No                      No    NAP                                                 NAP
  131             No                      No    NAP                                                TI/LC
  132             No                      No    NAP                                                 NAP
  133             No                      No    NAP                                                 NAP
  134             No                      No    NAP                                                 NAP

                 44.9%                  24.8%


MORTGAGE      INITIAL CAPITAL             MONTHLY CAPITAL       CURRENT CAPITAL    INITIAL TI/LC    MONTHLY TI/LC   CURRENT TI/LC
LOAN NO.  EXPENDITURE  ESCROW          EXPENDITURE ESCROW   EXPENDITURE  ESCROW           ESCROW           ESCROW          ESCROW
               REQUIREMENT(17)             REQUIREMENT(18)           BALANCE(19)  REQUIREMENT(20)  REQUIREMENT(21)     BALANCE(22)
-----------------------------------------------------------------------------------------------------------------------------------

   1                       $0                          $0                    $0      $10,000,000               $0      $10,001,907
   2                       $0                    $228,283                    $0               $0               $0               $0
   3                       $0                          $0                    $0               $0               $0               $0

   4                   $6,287                          $0                $6,287               $0               $0               $0
   4                   $3,648                          $0                $3,648               $0               $0               $0
   4                   $3,623                          $0                $3,623               $0               $0               $0
   4                   $2,776                          $0                $2,776               $0               $0               $0
                       $3,461                          $0                $3,461               $0               $0               $0
   5                   $6,887                          $0                $6,887               $0               $0               $0
   5                   $3,429                          $0                $3,429               $0               $0               $0
   5                   $4,724                          $0                $4,724               $0               $0               $0
   5                   $2,807                          $0                $2,807               $0               $0               $0
                       $4,582                          $0                $4,582               $0               $0               $0
   6                   $3,343                          $0                $3,343               $0               $0               $0
   6                   $3,032                          $0                $3,032               $0               $0               $0
   6                   $3,941                          $0                $3,941               $0               $0               $0
                       $6,912                          $0                $6,912               $0               $0               $0
   7                   $4,811                          $0                $4,811               $0               $0               $0
   7                   $3,055                          $0                $3,055               $0               $0               $0
   7                   $4,672                          $0                $4,672               $0               $0               $0
   7                   $3,392                          $0                $3,392               $0               $0               $0
   8                       $0                          $0                    $0               $0               $0               $0

   9                   $5,527                          $0                $5,527               $0               $0               $0
   9                   $5,381                          $0                $5,381               $0               $0               $0
   9                   $4,096                          $0                $4,096               $0               $0               $0
   9                   $3,128                          $0                $3,128               $0               $0               $0
   9                   $5,555                          $0                $5,555               $0               $0               $0
   9                   $4,553                          $0                $4,553               $0               $0               $0
   9                   $3,063                          $0                $3,063               $0               $0               $0
   9                   $4,159                          $0                $4,159               $0               $0               $0
   9                   $3,030                          $0                $3,030               $0               $0               $0
   9                   $2,663                          $0                $2,663               $0               $0               $0
   9                   $3,208                          $0                $3,208               $0               $0               $0
   9                   $2,655                          $0                $2,655               $0               $0               $0
   9                   $5,048                          $0                $5,048               $0               $0               $0
   9                   $3,795                          $0                $3,795               $0               $0               $0
   9                   $3,960                          $0                $3,960               $0               $0               $0
   9                   $2,004                          $0                $2,004               $0               $0               $0
   9                   $2,450                          $0                $2,450               $0               $0               $0
   9                   $2,247                          $0                $2,247               $0               $0               $0
   9                   $3,474                          $0                $3,474               $0               $0               $0

   10                      $0                      $6,851                    $0               $0               $0               $0
   10                      $0                      $3,822                    $0               $0               $0               $0
   10                      $0                      $2,885                    $0               $0               $0               $0
   10                      $0                      $1,821                    $0               $0               $0               $0
   10                      $0                        $883                    $0               $0               $0               $0
   11                      $0                          $0                    $0               $0               $0               $0
   12                      $0                     $11,040                    $0       $1,000,000               $0       $1,000,000
   13                      $0                      $2,780                    $0               $0               $0               $0

   14                  $5,344                          $0                $5,344               $0               $0               $0
   14                  $3,234                          $0                $3,234               $0               $0               $0
   14                  $3,150                          $0                $3,150               $0               $0               $0
   14                  $3,834                          $0                $3,834               $0               $0               $0
   15                  $6,643                          $0                $6,643               $0               $0               $0
   15                  $2,326                          $0                $2,326               $0               $0               $0
   15                  $2,466                          $0                $2,466               $0               $0               $0
   15                  $3,177                          $0                $3,177               $0               $0               $0
   16                      $0                          $0                    $0               $0               $0               $0
   17                      $0                          $0                    $0               $0               $0               $0
   18                      $0                      $1,746                $3,492               $0          $14,583          $29,166
   19                      $0                      $1,511                    $0               $0               $0               $0
   20                      $0                          $0                    $0         $251,000           $4,500               $0
   21                      $0                          $0                    $0               $0               $0               $0

   22                      $0                          $0                    $0               $0               $0               $0
   22                      $0                          $0                    $0               $0               $0               $0
   22                      $0                          $0                    $0               $0               $0               $0
   22                      $0                          $0                    $0               $0               $0               $0
   22                      $0                          $0                    $0               $0               $0               $0
   22                      $0                          $0                    $0               $0               $0               $0
   22                      $0                          $0                    $0               $0               $0               $0
   23                      $0                          $0                    $0               $0               $0               $0
   24                      $0                        $780                    $0               $0               $0               $0

   25                      $0                          $0                    $0               $0               $0               $0
   26                      $0                          $0                    $0               $0               $0               $0
   27                      $0                          $0                    $0               $0               $0               $0
   28                      $0                          $0                    $0               $0               $0               $0
   29                      $0                          $0                    $0               $0               $0               $0
   30                $367,500                          $0              $368,290               $0               $0               $0
   31                      $0                          $0                    $0               $0               $0               $0
   32                      $0                          $0                    $0               $0               $0               $0
   33                $454,000                      $4,000              $454,122               $0               $0               $0
   34                      $0                          $0                    $0               $0               $0               $0
   35                      $0                      $5,021                    $0               $0               $0               $0
   36                      $0                      $1,892                    $0         $350,000               $0               $0
   37                      $0                          $0                    $0               $0           $3,000           $3,000
   38                      $0                          $0                    $0               $0               $0               $0
   39                      $0                          $0                    $0               $0               $0               $0
   40                      $0                          $0                    $0               $0               $0               $0
   41                      $0                          $0                    $0               $0               $0               $0
   42                      $0                          $0                    $0               $0               $0               $0
   43                      $0                      $1,272                    $0               $0           $4,462         $227,736
   44                      $0                      $2,901                    $0               $0               $0               $0
   45                      $0                          $0                    $0         $430,000           $7,527         $430,062
   46                      $0                          $0                    $0               $0               $0               $0
   47                      $0                          $0                    $0               $0               $0               $0
   48                $315,000                      $1,250              $316,250         $250,000          $17,485         $267,485
   49                      $0                      $3,248                    $0               $0          $13,624               $0
   50                      $0                          $0                    $0               $0               $0               $0
   51                      $0                          $0                    $0               $0               $0               $0
   52                      $0                          $0                    $0               $0               $0               $0
   53                      $0                          $0                    $0               $0               $0               $0
   54                      $0                          $0                    $0     $175,000 LOC               $0               $0
   55                      $0                          $0                    $0               $0               $0               $0
   56                      $0                          $0                    $0               $0               $0               $0
   57                      $0                          $0                    $0               $0               $0               $0
   58                $156,000                      $3,000              $156,042               $0               $0               $0
   59                      $0                          $0                    $0     $511,460 LOC               $0               $0
   60                      $0                          $0                    $0               $0               $0               $0
   61                      $0                      $6,800                    $0               $0               $0               $0
   62                      $0                      $1,044                $2,088               $0               $0               $0
   63                 $50,000                      $2,365               $50,000         $315,000               $0       $3,150,000
   64                      $0                          $0                    $0               $0               $0               $0
   65                      $0                          $0                    $0               $0           $2,718               $0
   66            $578,000 LOC                          $0          $578,000 LOC               $0               $0               $0
   67                  $9,382                          $0                    $0               $0               $0               $0
   68                      $0                      $5,067                    $0               $0               $0               $0
   69                      $0                          $0                    $0               $0               $0               $0
   70                      $0                      $4,597                    $0               $0               $0               $0
   71                      $0                          $0                    $0               $0               $0               $0
   72                      $0                      $4,000                    $0               $0               $0               $0
   73                      $0                          $0                    $0         $232,355               $0         $307,355
   74                      $0                      $1,107                    $0               $0               $0               $0
   75                $100,328                      $4,197              $100,328               $0               $0               $0
   76                      $0                          $0                    $0               $0               $0               $0
   77                      $0                          $0                    $0               $0               $0               $0
   78                      $0                        $633                    $0               $0           $2,961               $0
   79                      $0                          $0                    $0               $0           $3,336          $72,500
   80                      $0                          $0                    $0               $0               $0               $0
   81                      $0                      $1,189                    $0          $50,000           $2,083          $50,000
   82                      $0                        $699                    $0               $0               $0               $0
   83                      $0                          $0                    $0               $0               $0               $0
   84                      $0                          $0                    $0               $0           $1,800               $0
   85                      $0                      $1,657                    $0               $0               $0               $0
   86                      $0                      $2,982                $8,946               $0           $4,667               $0
   87                      $0                      $1,034                    $0               $0               $0               $0
   88                      $0                      $1,391                    $0               $0               $0               $0
   89                      $0                          $0                    $0               $0               $0               $0

   90                      $0                          $0                    $0               $0               $0               $0
   90                      $0                          $0                    $0               $0               $0               $0
   90                      $0                          $0                    $0               $0               $0               $0
   90                      $0                          $0                    $0               $0               $0               $0
   91                      $0                        $415                    $0               $0               $0               $0
   92                      $0                        $771                  $771               $0               $0               $0
   93                      $0                      $6,126               $12,252               $0               $0               $0
   94                      $0                          $0                    $0               $0               $0               $0
   95                      $0                      $1,330                    $0               $0               $0               $0
   96                      $0                          $0                    $0               $0               $0               $0
   97                      $0                          $0                    $0               $0               $0               $0
   98                      $0                          $0                    $0          $11,500             $850          $11,500
   99                      $0                        $652                    $0               $0               $0               $0
  100                      $0                        $595                  $595               $0               $0               $0
  101                      $0                          $0                    $0               $0               $0               $0
  102                      $0                          $0                    $0               $0               $0               $0
  103                      $0                      $5,021               $85,678               $0          $16,500         $221,309
  104                      $0                          $0                    $0          $63,000           $1,100          $63,053
  105                      $0                          $0                    $0               $0               $0               $0
  106                      $0                        $736                    $0               $0               $0               $0
  107                      $0     $3,747 to and including                $3,747               $0               $0               $0
                                monthly payment occurring
                                   on April 5, 2008; 1/12
                                    of 4% of the previous
                                             year's gross
                                      revenue thereafter.
  108                      $0                          $0                    $0           $1,500           $1,500           $1,500
  109                      $0                          $0                    $0               $0               $0               $0
  110                      $0                        $601                  $601               $0               $0               $0
  111                      $0                          $0                    $0               $0               $0               $0
  112                      $0                          $0                    $0          $60,000               $0          $60,000
  113                      $0                          $0                    $0         $250,000               $0         $252,737
  114                      $0                      $3,368                $3,368               $0               $0               $0
  115                      $0                          $0                    $0               $0               $0               $0
  116                      $0                          $0                    $0               $0               $0               $0
  117                      $0                          $0                    $0               $0             $850               $0
  118                      $0                          $0                    $0               $0               $0               $0
  119                      $0                        $203                  $203               $0             $540             $540
  120                      $0                          $0                    $0               $0               $0               $0
  121                      $0                          $0                    $0               $0               $0               $0
  122                      $0                          $0                    $0               $0               $0               $0
  123                      $0                      $1,000                    $0               $0               $0               $0
  124                      $0                        $373                    $0               $0               $0               $0
  125                      $0                          $0                    $0               $0               $0               $0
  126                      $0                          $0                    $0               $0               $0               $0
  127                      $0                          $0                    $0               $0               $0               $0
  128                 $35,937                          $0               $35,937               $0               $0               $0
  129                      $0                          $0                    $0               $0             $750             $750
  130                      $0                          $0                    $0               $0               $0               $0
  131                      $0                          $0                    $0               $0               $0               $0
  132                      $0                          $0                    $0               $0               $0               $0
  133                      $0                          $0                    $0               $0               $0               $0
  134                      $0                          $0                    $0               $0               $0               $0

                   $2,241,699                    $348,687            $2,356,263      $13,950,815         $104,836      $16,150,600


                                                             PREPAYMENT CODE(25)
                                                        -----------------------------
MORTGAGE  ENVIRONMENTAL  INTEREST ACCRUAL  SEASONING(24)
LOAN NO.  INSURANCE(23)        METHOD                     LO  DEF  DEF/YM1  DEF/YM0.5
-------------------------------------------------------------------------------------

   1            No          Actual/360                1   26   22       70
   2            No          Actual/360                2   24
   3            No          Actual/360                1   25            91
                            Actual/360                1   25   79
   4            No          Actual/360                1   25   79
   4            No          Actual/360                1   25   79
   4            No          Actual/360                1   25   79
   4            No          Actual/360                1   25   79
                No          Actual/360                1   25   79
   5            No          Actual/360                1   25   79
   5            No          Actual/360                1   25   79
   5            No          Actual/360                1   25   79
   5            No          Actual/360                1   25   79
                No          Actual/360                1   25   79
   6            No          Actual/360                1   25   79
   6            No          Actual/360                1   25   79
   6            No          Actual/360                1   25   79
                No          Actual/360                1   25   79
   7            No          Actual/360                1   25   79
   7            No          Actual/360                1   25   79
   7            No          Actual/360                1   25   79
   7            No          Actual/360                1   25   79
   8            No          Actual/360                2                 82         10
                            Actual/360                1   25   91
   9            No          Actual/360                1   25   91
   9            No          Actual/360                1   25   91
   9            No          Actual/360                1   25   91
   9            No          Actual/360                1   25   91
   9            No          Actual/360                1   25   91
   9            No          Actual/360                1   25   91
   9            No          Actual/360                1   25   91
   9            No          Actual/360                1   25   91
   9            No          Actual/360                1   25   91
   9            No          Actual/360                1   25   91
   9            No          Actual/360                1   25   91
   9            No          Actual/360                1   25   91
   9            No          Actual/360                1   25   91
   9            No          Actual/360                1   25   91
   9            No          Actual/360                1   25   91
   9            No          Actual/360                1   25   91
   9            No          Actual/360                1   25   91
   9            No          Actual/360                1   25   91
   9            No          Actual/360                1   25   91
                            Actual/360                2   26   30
   10           No          Actual/360                2   26   30
   10           No          Actual/360                2   26   30
   10           No          Actual/360                2   26   30
   10           No          Actual/360                2   26   30
   10           No          Actual/360                2   26   30
   11           No          Actual/360                1   25   88
   12           No          Actual/360                1   25   88
   13           No          Actual/360                1   26   92
                            Actual/360                1   25  115
   14           No          Actual/360                1   25  115
   14           No          Actual/360                1   25  115
   14           No          Actual/360                1   25  115
   14           No          Actual/360                1   25  115
   15           No          Actual/360                1   25  115
   15           No          Actual/360                1   25  115
   15           No          Actual/360                1   25  115
   15           No          Actual/360                1   25  115
   16           No          Actual/360                1   26   92
   17           No          Actual/360                4   28   85
   18           No          Actual/360                2   26   90
   19           No          Actual/360                1   26            92
   20           No          Actual/360                0   25   93
   21           No          Actual/360                2   26   87
                            Actual/360                0   47
   22           No          Actual/360                0   47
   22           No          Actual/360                0   47
   22           No          Actual/360                0   47
   22           No          Actual/360                0   47
   22           No          Actual/360                0   47
   22           No          Actual/360                0   47
   22           No          Actual/360                0   47
   23           No          Actual/360                6   30
   24           No          Actual/360                2   26   90
                            Actual/360                2   26   90
   25           No          Actual/360                2   26   90
   26           No          Actual/360                2   26   90
   27           No          Actual/360                2   26   90
   28           No          Actual/360                2   26   90
   29           No          Actual/360                2   26   69
   30           No          Actual/360                1   25   93
   31           No          Actual/360                1   26   92
   32           No          Actual/360                2   26   90
   33           No          Actual/360                1   25   92
   34           No          Actual/360                1   25   91
   35           No          Actual/360                0   24   92
   36           No          Actual/360                0   24   32
   37           No          Actual/360                2                 92
   38           No          Actual/360                4   28   85
   39           No          Actual/360                7   31  144
   40           No          Actual/360                2   26  150
   41           No          Actual/360                3   27   89
   42           No          Actual/360                2
   43           No          Actual/360                1   26   90
   44           No          Actual/360                0   24   32
   45           No          Actual/360                1   26   92
   46           No          Actual/360                1   25   93
   47           No          Actual/360                2   26   92
   48           No          Actual/360                1   25   91
   49           No          Actual/360                1   26   92
   50           No          Actual/360                2   26   90
   51           No          Actual/360                1   25   88
   52           No          Actual/360                2   26   87
   53           No          Actual/360                2   26  152
   54           No          Actual/360                0   35
   55           No          Actual/360               98   36  201
   56           No          Actual/360                2   26   87
   57           No          Actual/360                2   35   81
   58           No          Actual/360                1   25   92
   59           No          Actual/360                1   25            93
   60           No          Actual/360                6   30
   61           No          Actual/360                1   26   92
   62           No          Actual/360                4   28   88
   63           No          Actual/360                1   25   91
   64           No          Actual/360                1   26   80
   65           No          Actual/360                1   26   92
   66           No          Actual/360                1   25  153
   67           No          Actual/360                0   24   35
   68           No          Actual/360                1   25   91
   69           No          Actual/360                2   26   86
   70           No          Actual/360                1   26   90
   71           No          Actual/360                3   27   89
   72           No          Actual/360                1   25   91
   73           No          Actual/360                2   35   81
   74           No          Actual/360                0   24   92
   75           No          Actual/360                1   25   90
   76           No          Actual/360                2   26   90
   77           No          Actual/360                2   27   91
   78           No          Actual/360                2   26   91
   79           No          Actual/360                2   26
   80           No          Actual/360                1   25
   81           No          Actual/360                0   24   92
   82           No          Actual/360                1   25   91
   83           No          Actual/360                0   24   94
   84           No          Actual/360                0   25   93
   85           No          Actual/360                1   26   92
   86           No          Actual/360                5   30  208
   87           No          Actual/360                1   25   55
   88           No          Actual/360                2   26   30
   89           No            30/360                  1
                            Actual/360                1   25
   90           No          Actual/360                1   25
   90           No          Actual/360                1   25
   90           No          Actual/360                1   25
   90           No          Actual/360                1   25
   91           No          Actual/360                1   25   91
   92           No          Actual/360                3   27   89
   93           No          Actual/360                2   26   90
   94           No          Actual/360                1   25
   95           No          Actual/360                2   26   90
   96           No          Actual/360                1
   97           No          Actual/360                1   26   90
   98           No          Actual/360                1   25
   99           No          Actual/360                1   25
  100           No          Actual/360                2   27
  101           No          Actual/360                1   25
  102           No          Actual/360                1   25
  103           No          Actual/360               18   43   73
  104           No          Actual/360                1   25
  105           No          Actual/360                0   25   93
  106           No          Actual/360                2   35
  107           No          Actual/360                1   26   92
  108           No          Actual/360                1   25
  109           No          Actual/360                2   26   90
  110           No          Actual/360                3   27   89
  111           No          Actual/360                1   25
  112           No          Actual/360                2   26
  113           No          Actual/360                4   28
  114           No          Actual/360                2   27   91
  115           No          Actual/360                2   26   87
  116           No          Actual/360                6   30  206
  117           No          Actual/360                1   25
  118           No          Actual/360                1   25
  119           No          Actual/360                3   27   89
  120           No          Actual/360                1   25
  121           No          Actual/360                8   32  204
  122           No          Actual/360                1   25
  123           No          Actual/360                0   24   92
  124           No          Actual/360                2   26   90
  125           No          Actual/360                3   27
  126           No          Actual/360                1   25
  127           No          Actual/360                1   25
  128           No          Actual/360                1   25   55
  129           No          Actual/360                2   26
  130           No          Actual/360                4   28
  131           No          Actual/360                0   24
  132           No          Actual/360                1   25
  133           No          Actual/360                1   25
  134           No          Actual/360                1   25

                                                      2


          ---------------------------------------------------------------------------------------------------
MORTGAGE       LESSER OF  LESSER OF  LESSER OF  LESSER OF  LESSER OF                          ADMINISTRATIVE
LOAN NO.  YM1  YM AND 5%  YM AND 4%  YM AND 3%  YM AND 2%  YM AND 1%  OPEN   YM FORMULA(26)   COST RATE (27)
-------------------------------------------------------------------------------------------------------------

   1                                                                     2         A               2.095
   2       33                                                            3         A               2.095
   3                                                                     4         B               3.095
                                                                         4                         2.095
   4                                                                     4                         2.095
   4                                                                     4                         2.095
   4                                                                     4                         2.095
   4                                                                     4                         2.095
                                                                         4                         2.095
   5                                                                     4                         2.095
   5                                                                     4                         2.095
   5                                                                     4                         2.095
   5                                                                     4                         2.095
                                                                         4                         2.095
   6                                                                     4                         2.095
   6                                                                     4                         2.095
   6                                                                     4                         2.095
                                                                         4                         2.095
   7                                                                     4                         2.095
   7                                                                     4                         2.095
   7                                                                     4                         2.095
   7                                                                     4                         2.095
   8       26                                                            2         C               3.095
                                                                         4                         2.095
   9                                                                     4                         2.095
   9                                                                     4                         2.095
   9                                                                     4                         2.095
   9                                                                     4                         2.095
   9                                                                     4                         2.095
   9                                                                     4                         2.095
   9                                                                     4                         2.095
   9                                                                     4                         2.095
   9                                                                     4                         2.095
   9                                                                     4                         2.095
   9                                                                     4                         2.095
   9                                                                     4                         2.095
   9                                                                     4                         2.095
   9                                                                     4                         2.095
   9                                                                     4                         2.095
   9                                                                     4                         2.095
   9                                                                     4                         2.095
   9                                                                     4                         2.095
   9                                                                     4                         2.095
                                                                         4                         2.095
   10                                                                    4                         2.095
   10                                                                    4                         2.095
   10                                                                    4                         2.095
   10                                                                    4                         2.095
   10                                                                    4                         2.095
   11                                                                    7                         2.095
   12                                                                    7                         7.095
   13                                                                    2                         2.095
                                                                         4                         2.095
   14                                                                    4                         2.095
   14                                                                    4                         2.095
   14                                                                    4                         2.095
   14                                                                    4                         2.095
   15                                                                    4                         2.095
   15                                                                    4                         2.095
   15                                                                    4                         2.095
   15                                                                    4                         2.095
   16                                                                    2                         2.095
   17                                                                    7                         2.095
   18                                                                    4                         5.095
   19                                                                    2         A               2.095
   20                                                                    2                         2.095
   21                                                                    7                         2.095
           71                                                            2                         2.095
   22      71                                                            2         A               2.095
   22      71                                                            2         A               2.095
   22      71                                                            2         A               2.095
   22      71                                                            2         A               2.095
   22      71                                                            2         A               2.095
   22      71                                                            2         A               2.095
   22      71                                                            2         A               2.095
   23     134                                                            4         D               2.095
   24                                                                    4                         2.095
                                                                         4                         2.095
   25                                                                    4                         2.095
   26                                                                    4                         2.095
   27                                                                    4                         2.095
   28                                                                    4                         2.095
   29                                                                   25                         2.095
   30                                                                    2                         3.095
   31                                                                    2                         2.095
   32                                                                    4                         2.095
   33                                                                    3                         3.095
   34                                                                    4                         5.095
   35                                                                    4                         5.095
   36                                                                    4                         2.095
   37      26                                                            2         B               3.095
   38                                                                    7                         2.095
   39                                                                    5                         2.095
   40                                                                    4                         2.095
   41                                                                    4                         2.095
   42     116                                                            4         B               3.095
   43                                                                    4                         2.095
   44                                                                    4                         2.095
   45                                                                    2                         2.095
   46                                                                    2                         3.095
   47                                                                    2                         3.095
   48                                                                    4                         5.095
   49                                                                    2                         7.095
   50                                                                    4                         2.095
   51                                                                    7                         2.095
   52                                                                    7                         2.095
   53                                                                    2                         3.095
   54      83                                                            2         A               2.095
   55                                                                    1                         2.095
   56                                                                    7                         2.095
   57                                                                    4                         2.095
   58                                                                    3                         3.095
   59                                                                    2         B               3.095
   60     134                                                            4         D               2.095
   61                                                                    2                         2.095
   62                                                                    4                         2.095
   63                                                                    4                         7.095
   64                                                                    2                         2.095
   65                                                                    2                         2.095
   66                                                                    2                         3.095
   67                                                                   61                         2.095
   68                                                                    4                         2.095
   69                                                                    7                         2.095
   70                                                                    4                         2.095
   71                                                                    4                         2.095
   72                                                                    4                         2.095
   73                                                                    4                         2.095
   74                                                                    4                         2.095
   75                                                                    5                         7.095
   76                                                                    4                         2.095
   77                                                                    2                         7.095
   78                                                                    3                         2.095
   79      90                                                            4         E               2.095
   80      93                                                            2         F               3.095
   81                                                                    4                         7.095
   82                                                                    4                         2.095
   83                                                                    2                         3.095
   84                                                                    2                         2.095
   85                                                                    2                         2.095
   86                                                                    2                         2.095
   87                                                                    4                         2.095
   88                                                                    4                         2.095
   89     118                                                            2         F               3.095
           93                                                            2                         3.095
   90      93                                                            2         B               3.095
   90      93                                                            2         B               3.095
   90      93                                                            2         B               3.095
   90      93                                                            2         B               3.095
   91                                                                    4                         2.095
   92                                                                    4                         2.095
   93                                                                    4                         7.095
   94      93                                                            2         F               3.095
   95                                                                    4                         2.095
   96     118                                                            2         B               3.095
   97                                                                    4                         7.095
   98      93                                                            2         F               3.095
   99      91                                                            4         G               2.095
  100      91                                                            2         A               3.095
  101      93                                                            2         F               3.095
  102      93                                                            2         F               3.095
  103                                                                    4                         2.095
  104      33                                                            2         F               3.095
  105                                                                    2                         2.095
  106      81                                                            4         H               2.095
  107                                                                    2                         2.095
  108      93                                                            2         F               3.095
  109                                                                    4                         7.095
  110                                                                    4                         2.095
  111      91                                                            4         F               3.095
  112      92                                                            2         F               3.095
  113     150                                                            2         F               3.095
  114                                                                    2                         2.095
  115                                                                    7                         2.095
  116                                                                    4                         2.095
  117     213                                                            2         F               3.095
  118      93                                                            2         F               3.095
  119                                                                    4                         2.095
  120      93                                                            2         F               3.095
  121                                                                    4                         2.095
  122      93                                                            2         F               3.095
  123                                                                    4                         7.095
  124                                                                    4                         2.095
  125     151                                                            2         F               3.095
  126      93                                                            2         F               3.095
  127      93                                                            2         F               3.095
  128                                                                    4                         2.095
  129     212                                                            2         F               3.095
  130      55         12         12         12         12         11     2         F               3.095
  131      94                                                            2         F               3.095
  132      93                                                            2         F               3.095
  133      93                                                            2         F               3.095
  134      93                                                            2         F               3.095

FOOTNOTES TO APPENDIX II

1     "PMCF", "PCF II", "RBC", "MSMCH" and "NatCity" denote Prudential Mortgage
      Capital Funding, LLC, Principal Commercial Funding II, LLC, Royal Bank of
      Canada, Morgan Stanley Mortgage Capital Holdings LLC and National City
      Bank, respectively.

2     The following loan pools represent multiple properties securing a single
      mortgage loan, and are designated by identical Roman Numeral codings:
      Mortgage Loan Nos. 4, 5, 6, 7, 9, 10, 14, 15, 22 and 90. For the purpose
      of the statistical information set forth in this Prospectus Supplement as
      to such mortgage loans, a portion of the aggregate Cut-off Date Balance
      has been allocated to each mortgaged property based on allocated loan
      amounts set forth in the related mortgage loan agreement, respective
      appraised values and/or Underwritten Cash Flows. The following loan pools
      represent cross-collateralized/cross-defaulted properties securing
      multiple mortgage loans and are designated by identical alphabetical
      coding: Mortgage Loan Nos. 4-7, 14-15 and 25-28. For the purpose of the
      statistical information set forth in this Prospectus Supplement as to such
      single-loan/multiple-property and cross-collateralized/multiple property
      loan pools, certain credit statistics, including NOI DSCR, NCF DSCR,
      Cut-off Date LTV, Balloon LTV and Cut-off Date Balance per Unit or SF, are
      calculated on an aggregate basis.

      With respect to Mortgage Loan No. 2, Hilton Washington DC, the loan allows
      a release of approximately 1.98 acres of land and approximately 59,500
      square feet of hotel space, consisting of approximately 14,500 square feet
      of existing guest rooms and the 45,000 square foot existing exhibit hall
      (the "Release Parcel"), provided the borrower satisfies certain
      conditions, including, but not limited to: (i) no event of default has
      occurred and is continuing, (ii) payment of an amount equal to the greater
      of (a) the sum of $9,750,000 and the product of (x) $282,261 and (y) the
      anticipated net decrease in the number of hotel rooms at the mortgaged
      property after giving effect to both the release and the completion of the
      work or (b) if the Release Parcel is being sold other than to an affiliate
      of the borrower, 75% of the net sales price, after reasonable closing
      costs, of the Release Parcel, (iii) satisfaction of the prepayment
      provisions of the loan documents, including payment of any applicable
      prepayment premium for the portion of the Mortgage Loan being prepaid,
      (iv) the anticipated net decrease in the number of hotel rooms at the
      property following the release and completion of the work will not exceed
      fifteen rooms, (v) the borrower agrees to materially reconstruct the
      swimming pool, pool deck and exhibit hall at the property within a
      reasonable time after the release, (vi) the borrower agrees to construct a
      new junior ballroom which may be at the Release Parcel so long as
      borrower's and lender's rights in such portion of the Release Parcel are
      satisfactory to the lender and (vii) the lender receives an opinion of
      counsel regarding the continued qualification of the trust fund as a
      REMIC.

      With respect to Mortgage Loan Nos. 4-7, U-Haul Portfolio 1, the loan
      allows the release of a portion of the collateral subject to the
      satisfaction of certain conditions including, but not limited to: (i) no
      event of default has occurred, (ii) the aggregate DSCR of the remaining
      cross-collateralized properties shall be the greater of the aggregate DSCR
      prior to partial defeasance and 1.26x and (iii) the LTV of the remaining
      cross-collateralized properties shall be the lesser of the LTV prior to
      partial defeasance and 72.8%.

      With respect to Mortgage Loan No. 8, Royal Centre, the loan allows the
      release of a portion of the collateral subject to the satisfaction of
      certain conditions including, but not limited to: (i) the borrower must
      prepay an amount equal to $21,711,348 and a make whole premium, (ii) the
      DSCR of the remaining properties is at least 1.35x and (iii) the LTV of
      the remaining properties is not greater than 79%.

      With respect to Mortgage Loan No. 9, U-Haul Portfolio 2, the loan allows
      the release of a portion of the collateral subject to the satisfaction of
      certain conditions including, but not limited to: (i) no event of default
      has occurred, (ii) the aggregate DSCR of the remaining
      cross-collateralized properties shall be the greater of the aggregate DSCR
      prior to partial defeasance and 1.26x and (iii) the LTV of the remaining
      cross-collateralized properties shall be the lesser of the LTV prior to
      partial defeasance and 75.1%.

      With respect to Mortgage Loan No. 10, Jackson Portfolio, the loan allows
      the release of a portion of the collateral subject to the satisfaction of
      certain conditions including, but not limited to: (i) the borrower must
      prepay an amount equal to 125% of the amount allocated to the released
      property, (ii) the DSCR of the remaining properties is at least 1.25x and
      (iii) the LTV of the remaining properties is not greater than 80%. The
      Camellia Trace Parcel and Cherry Grove Parcel must both remain in the
      collateral.

      With respect to Mortgage Loan Nos. 14-15, U-Haul Portfolio 3, the loan
      allows the release of a portion of the collateral subject to the
      satisfaction of certain conditions including, but not limited to: (i) no
      event of default has occurred, (ii) the aggregate DSCR of the remaining
      cross-collateralized properties shall be the greater of the aggregate DSCR
      prior to partial defeasance and 1.20x and (iii) the LTV of the remaining
      cross-collateralized properties shall be the lesser of the LTV prior to
      partial defeasance and 72.2%.

      With respect to Mortgage Loan No. 22, Szeles Portfolio, the loan allows
      the release of up to three properties during either (i) the partial
      defeasance period commencing on October 9, 2009 to and including August 4,
      2011 or (ii) the yield maintenance period commencing on August 5, 2011 to
      and including June 5, 2017 subject to the satisfaction of certain
      conditions including but not limited to: (a) no event of default exists,
      (b) the LTV with respect to the remaining properties is equal to or less
      than 75%, (c) the DSCR for the remaining properties is equal to or greater
      than 1.25x on an amortizing basis, (d) in connection with any release
      during the partial defeasance period such release will be obtained solely
      through a partial defeasance, (e) in connection with any release during
      the yield maintenance period, borrower must pay to the lender an amount
      equal to the sum of the release value plus the yield maintenance amount,
      and (f) the property so released is defeased or prepaid based on 110% of
      the allocated loan amount for the first property and 120% of the allocated
      loan amount for the second and third properties.

      With respect to Mortgage Loan Nos. 25-28, Rite Aid Portfolio, the loan
      allows the release of a portion of the collateral subject to the
      satisfaction of certain conditions including, but not limited to: (i) no
      event of default has occurred, (ii) the DSCR of the remaining properties
      is at least 1.19x for Rite Aid - Selma, 1.14x for Rite Aid - Fresno, 1.24x
      for Rite Aid - Delano, 1.24x for Rite Aid - Shafter, (iii) with respect to
      the release of either the Fresno or Selma properties, the borrower must
      pay a release premium an amount equal to 20% on or prior to June 1,


                                      II-1



      2010, 10% after June 1, 2010 but prior to June 1, 2012, and 0% thereafter,
      in each case, of the outstanding related allocated principal balance and
      (iv) the release is in connection with an arm's length sale of the
      properties.

      With respect to Mortgage Loan No. 36, Jonesboro, the loan allows the
      release of a portion of the collateral subject to the satisfaction of
      certain conditions including, but not limited to: (i) the borrower must
      prepay an amount equal to 125% of the amount allocated to the released
      property, (ii) the DSCR of the remaining properties is at least 1.25x,
      (iii) the LTV of the remaining properties is not greater than 75% and (iv)
      no event of default has occurred.

      With respect to Mortgage Loan No. 44, Evergreen - 1H 10 & Floresville, the
      loan allows the release of a portion of the collateral subject to the
      satisfaction of certain conditions including, but not limited to: (i) the
      borrower must prepay an amount equal to 125% of the amount allocated to
      the released property, (ii) the DSCR of the remaining properties is at
      least the greater of the trailing 12-month DSCR prior to the collateral
      release and 1.40x, (iii) the LTV of the remaining properties is not
      greater than 70% and (iv) no event of default has occurred.

      With respect to Mortgage Loan No. 62, Pioneer Plaza I&II, the property is
      comprised of two parcels, Parcel A and Parcel B. The allocated loan amount
      for each parcel is 50% of the loan amount. The borrower may seek a release
      of either Parcel A or Parcel B, subject to satisfaction of the following
      conditions: (i) partial defeasance of 110% of the allocated loan amount
      associated with the release parcel; (ii) the LTV on the remaining loan
      does not exceed the lesser of 80% and the LTV immediately prior to the
      release; (iii) the DSCR of the remaining loan is not less than the greater
      of 1.20x and the DSCR of the loan immediately prior to the release; and
      (iv) borrower obtainment of a no-downgrade letter from any rating agency.

      With respect to Mortgage Loan No. 90, Triarch Portfolio, the loan allows
      the release of a portion of the collateral for a maximum of two properties
      subject to the satisfaction of certain conditions including: (i) the
      borrower must prepay an amount equal to 115% of the amount allocated to
      the released property and a make whole premium, (ii) the DSCR of the
      remaining properties is at least 1.34x and (iii) the LTV of the remaining
      properties is not greater than 65%.

      With respect to Mortgage Loan Nos. 4-7, U-Haul Portfolio 1, the loan
      allows a substitution of a fee interest in another property for a maximum
      of 30% of the original principal (in aggregate, and only once) subject to
      the satisfaction of certain conditions including, but not limited to: (i)
      the value of the substitute property is greater than or equal to the
      substitution release property, (ii) the aggregate DSCR after substitution
      is not less than the greater of 1.26x or the aggregate DSCR prior to the
      substitution, (iii) the aggregate LTV of the remaining properties is no
      greater than the lesser of 72.8% or the LTV prior to substitution, (iv)
      the DSCR for the substitute property is equal to or greater than the DSCR
      for the substitution release property and (v) the rating agencies approve
      the substitution.

      With respect to Mortgage Loan No. 9, U-Haul Portfolio 2, the loan allows
      a substitution of a fee interest in another property for a maximum of 30%
      of the original principal (in aggregate, and only once) subject to the
      satisfaction of certain conditions including, but not limited to: (i) the
      value of the substitute property is greater than or equal to the
      substitution release property, (ii) the aggregate DSCR after substitution
      is not less than the greater of 1.26x or the aggregate DSCR prior to
      substitution, (iii) the aggregate LTV of the remaining properties is no
      greater than the lesser of 75.1% or the LTV prior to substitution, (iv)
      the DSCR for the substitute property is equal to or greater than the DSCR
      for the substitution release property and (v) the rating agencies approve
      the substitution.

      With respect to Mortgage Loan Nos. 14-15, U-Haul Portfolio 3, the loan
      allows a substitution of a fee interest in another property for a maximum
      of 30% of the original principal (in aggregate, and only once) subject to
      the satisfaction of certain conditions including, but not limited to: (i)
      the value of the substitute property is greater than or equal to the
      substitution release property, (ii) the aggregate DSCR after substitution
      is not less than the greater of 1.20x or the aggregate DSCR prior to
      substitution, (iii) the aggregate LTV of the remaining properties is no
      greater than the lesser of 72.2% or the aggregate LTV prior to
      substitution, (iv) the DSCR for the substitute property is equal to or
      greater than the DSCR for the substitution release property and (v) the
      rating agencies approve the substitution.

      With respect to Mortgage Loan No. 22, Szeles Portfolio, the loan allows a
      substitution of a fee interest in up to two properties in the aggregate
      per calendar year, but only one time per property, subject to the
      satisfaction of certain conditions including, but not limited to: (i) no
      event of default exists, (ii) the aggregate allocated loan amount of all
      substituted parcels does not exceed $10,175,000, (iii) after giving effect
      to the substitution, the DSCR for the loan and property is equal to or
      greater than the greater of (a) a DSCR (including the substituted parcel
      but excluding the substitute parcel) of 1.20x on an amortizing basis and
      (b) the DSCR (including the substituted parcel but excluding the
      substitute parcel) as of the date immediately preceding the substitution,
      (iv) after giving effect to the substitution, the LTV of the property
      (including the substitute parcel but excluding the substituted parcel) is
      equal to or less than the lesser of (i) a LTV of 71.2% and (ii) the LTV of
      the date immediately preceding the substitution, (v) NOI for the
      substitute parcel for the 12 month period immediately preceding the
      substitution is equal to or greater than the NOI for the substituted
      parcel for the 12 month period immediately preceding the substitution and
      the NOI for the substitute parcel has not shown a downward trend over the
      three years prior to the substitution, (vi) any substitute parcel must be
      a multi-tenant office property, in the location of and quality and
      condition of that of the substitute parcel, (vii) the mortgage encumbering
      the substitute parcel will secure all amounts evidenced by the note and
      will be equal to 125% of the amount of the loan allocated to the
      substitute parcel and the amount of the loan allocated to and the
      allocated loan amount of the substitute parcel will equal the allocated
      loan amount of the related substituted parcel, (viii) the substitute
      parcel must be at least 80% occupied by third-party tenants and (ix)
      lender receives confirmation from each rating agency rating the
      certificates to the effect that such substitution will not result in an
      adverse rating impact.

3     The Cut-off Date is August 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 August 2007 were due on August 1, 2007, not the
      actual day on which such scheduled payments were due.


                                      II-2



      With respect to Mortgage Loan No. 103, The Tower, the loan is comprised of
      a note with an aggregate outstanding principal balance as of the Cut-off
      Date of $3,188,314 that is secured by the mortgaged properties on a pari
      passu basis with another note (the "Tower Companion Loan") that is not
      included in the trust. The Tower Companion Loan had an outstanding
      principal balance as of the Cut-off Date of $8,829,177. The Tower
      Companion Loan has the same interest rate, maturity date and amortization
      term as the loan included in the trust. For purposes of the information
      presented in this Prospectus Supplement with respect to the loan, the
      Underwritten NOI, Underwritten Cash Flow, NOI DSCR, NCF DSCR, Cut-off Date
      LTV, Balloon LTV and Cut-off Date Balance per Unit or SF, reflect the
      aggregate indebtedness evidenced by the loan included in the trust and the
      Tower Companion Loan.

      With respect to Mortgage Loan No. 2, Hilton Washington DC, the
      $215,000,000 loan represents the senior portion (the "A-Note") of a
      potential $325,600,000 maximum first mortgage debt that has a combined
      outstanding principal balance as of the Cut-Off Date of $222,500,000. The
      remaining portions of the loan consists of (i) a subordinate floating rate
      loan in the maximum principal amount of $71,900,000 (the "B Floating Rate
      Note"), (ii) a subordinate floating rate loan in the maximum principal
      amount of $19,350,000 (the "C-1 Floating Rate Note"), (iii) a subordinate
      floating rate loan in the maximum principal amount of $9,675,000 (the "C-2
      Floating Rate Note"), and (iv) a subordinate floating rate loan in the
      maximum principal amount of $9,675,000 (the "C-3 Floating Rate Note"). The
      current outstanding principal balance of the B Floating Rate Note is
      $4,875,678; the current outstanding principal balance of the C-1 Floating
      Rate Note is $1,312,161; the current outstanding principal balance of the
      C-2 Floating Rate Note is $656,080.50; and the current outstanding
      principal balance of the C-3 Floating Rate Note is $656,080.50. The
      aggregate Cut-off Date LTV and Balloon LTV based on the potential
      $325,600,000 maximum first mortgage debt are each 111.9% based on the
      "As-Is" appraised value of $291,000,000. Assuming the "Stabilized" value
      of $466,000,000 (as of March 1, 2011), the aggregate Cut-off Date LTV and
      Balloon LTV based on the potential $325,600,000 maximum first mortgage
      debt are each 69.9%. The "Stabilized" value assumes the planned
      renovations are complete and utilizes an ADR of $239.30 and occupancy of
      72.0%. The aggregate underwritten DSCR based on the potential $325,600,000
      maximum first mortgage debt is 1.05x (assuming a LIBOR of 5.50% at all
      times with respect to the four subordinate notes).

      With respect to Mortgage Loan No. 76, Hampton Inn-Brunswick, GA, the
      $5,161,131 loan represents the senior financing interest in an A/B note
      loan structure which totals $5,506,131. The B Note has an outstanding
      principal balance as of the Cut-off Date of $345,000 and it is not
      included in the trust. The aggregate LTV of the mortgage loan and the B
      Note is 79.5% and the aggregate underwritten DSCR based on the debt of the
      mortgage loan and the B Note is 1.50x.

      With respect to Mortgage Loan No. 33, West Wind Landing Apartments, the
      borrower has a one (1) time right in the future to obtain secured
      subordinate financing on the property subject to certain conditions,
      including but not limited to: (i) the combined LTV does not exceed 80%,
      (ii) the combined DSCR is not less than 1.15x and (iii) the subordinate
      lender will execute a subordination and standstill agreement.

      With respect to Mortgage Loan No. 35, Erie Shore Landings, the borrower
      has the right anytime after three years from the Note Date to obtain
      secured subordinate financing on the property subject to certain
      conditions, including but not limited to: (i) the combined LTV does not
      exceed 85% and (ii) the combined DSCR is not less than 1.10x.

      With respect to Mortgage Loan No. 58, Magnolia Villas Apartments, the
      borrower has a one (1) time right in the future to obtain secured
      subordinate financing on the property subject to certain conditions,
      including but not limited to: (i) the combined LTV does not exceed 80%,
      (ii) the combined DSCR is not less than 1.15x and (iii) the subordinate
      lender will execute a subordination and standstill agreement.

      With respect to Mortgage Loan No. 81, Pine Tree Plaza, the Borrower has
      the right in the future to obtain secured subordinate financing on the
      property subject to certain conditions, including but not limited to: (i)
      the combined LTV does not exceed 80% and (ii) the combined DSCR is not
      less than 1.20x.

      With respect to Mortgage Loan No. 1, First Stamford, the borrower has the
      right in the future to obtain mezzanine financing on the property provided
      that, among other conditions, (i) the combined LTV is not greater than
      80%, (ii) the combined DSCR is not less than 1.10x and (iii) a written
      confirmation from the rating agencies that such mezzanine loan will not
      result in a downgrade, withdrawal, or qualification of the ratings
      assigned to the offered certificates.

      With respect to Mortgage Loan No. 2, Hilton Washington DC, the borrower is
      permitted to incur unsecured subordinate debt from the loan sponsor or any
      of the borrower's direct or indirect owners in an amount not to exceed
      $10,000,000, payable only out of, and to the extent of, net cash flow
      after debt service under the loan. Furthermore, each member of the
      borrower is permitted to incur unsecured subordinate debt from the loan
      sponsor or any of the borrower's direct or indirect owners in an amount
      not to exceed $10,000,000, payable out of, and to the extent of, net cash
      flow after debt service under the loan.

      With respect to Mortgage Loan No. 3, 717 Texas Avenue, future mezzanine is
      permitted subject to various conditions including but not limited to; (i)
      the combined LTV is not greater than 80%, (ii) the combined DSCR is not
      less than 1.00x and (iii) the lender must approve the mezzanine lender and
      financing documents and will enter into any intercreditor agreement with
      the mezzanine lender.

      With respect to Mortgage Loan No. 11, Metroplex, the borrower has the
      right in the future to obtain unsecured financing on the property from
      affiliates of the borrower provided that the maximum amount is $500,000.

      With respect to Mortgage Loan No. 21, Lynnwood, the borrower has the right
      in the future to obtain unsecured financing on the property from
      affiliates of the borrower provided that the maximum amount is $500,000.


                                      II-3



      With respect to Mortgage Loan No. 22, Szeles Portfolio, the borrower has
      the right in the future to allow an affiliate of the borrower to obtain a
      $370,000 letter of credit on behalf of the borrower and in connection
      therewith, the borrower may obtain an unsecured subordinate loan from such
      affiliate for purposes of reimbursing it for the cost of the letter of
      credit in an amount no greater than $370,000. Additionally, the borrower
      is permitted to incur additional debt secured by a 28,000 square foot
      parcel of land, which is not collateral for the loan (the "Trenton
      Property"), pursuant to the terms of the loan documents. The borrower may
      finance debt on the Trenton Property in an amount no greater than
      $1,200,000 with such debt secured only by the Trenton Property. The
      permitted unsecured debt must be subordinated to the loan and is permitted
      only upon satisfaction of certain conditions, including without limitation
      that the borrower must enter into an acceptable subordination and
      standstill agreement.

      With respect to Mortgage Loan No. 23, 160 East 65th Street Coop, the
      borrower has the right in the future to obtain a line of credit on the
      property from Independence Community Bank or Sovereign Bank and/or an
      unsecured loan with certain other acceptable institutional lenders
      provided that the combined LTV is not greater than 25%.

      With respect to Mortgage Loan No. 37, Palmetto Health Parkridge, future
      mezzanine financing is permitted subject to various conditions including
      but not limited to: (i) the combined LTV is not greater than 75%, (ii) the
      combined DSCR is not less than 1.40x and (iii) the lender must approve the
      mezzanine lender and financing documents and will enter into any
      intercreditor agreement with the mezzanine lender.

      With respect to Mortgage Loan No. 38, Ahwatukee Mercado, the borrower has
      the right in the future to obtain unsecured financing on the property from
      affiliates of the borrower provided that the maximum amount is $500,000.

      With respect to Mortgage Loan No. 49, Gemini Towers, future mezzanine
      financing is permitted provided that, among other conditions, (i) the
      combined LTV is not greater than 85% and (ii) the combined DSCR is not
      less than 1.05x.

      With respect to Mortgage Loan No. 51, Woodcreek Village, the borrower has
      the right in the future to obtain unsecured financing on the property from
      affiliates of the borrower provided that the maximum amount is $500,000.

      With respect to Mortgage Loan No. 52, Manhattan Beach Mall, the borrower
      has the right in the future to obtain unsecured financing on the property
      from affiliates of the borrower provided that the maximum amount is
      $500,000.

      With respect to Mortgage Loan No. 56, Provinces, the borrower has the
      right in the future to obtain unsecured financing on the property from
      affiliates of the borrower provided that the maximum amount is $500,000.

      With respect to Mortgage Loan No. 86, Emmott Business Park, future
      mezzanine financing is permitted provided that, among other conditions,
      (i) the combined LTV is not greater than 75% and (ii) the combined DSCR is
      not less than 1.10x.

      With respect to Mortgage Loan No. 99, Twin Spires Self Storage, the
      borrower has the right in the future to obtain unsecured financing on the
      property from affiliates of the borrower provided that the maximum amount
      is $200,000.

      With respect to Mortgage Loan No. 103, The Tower, the borrower has the
      right in the future to obtain (a) mezzanine financing on the property
      provided that, among other conditions, (i) maximum amount is $800,000,
      (ii) the combined LTV is not greater than 80% and (iii) the combined DSCR
      is not less than 1.20x, and (b) unsecured financing on the property
      provided that, among other conditions, (i) the maximum amount is $100,000
      and (ii) the combined LTV is not greater than 75%.

      With respect to Mortgage Loan No. 106, Planet Self Storage, the borrower
      has the right in the future to obtain mezzanine financing on the property
      from affiliates of the borrower provided that, among other conditions, (i)
      the combined LTV is not greater than 75% and (ii) the combined DSCR is not
      less than 1.20x.

4     The indicated NOI DSCR reflects current scheduled payments as of the
      Cut-off Date for all Mortgage Loans. The indicated NCF DSCR reflects (i)
      for any partial interest-only loan, the scheduled principal and interest
      payments after any applicable interest only periods and (ii) for all other
      loans, the current scheduled payments as of the Cut-off Date.

5     In general for each mortgaged property, "Percent Leased" was determined
      based on a rent roll, operating statement, lease or occupancy report
      provided by the borrower. "Percent Leased as of Date" indicates the date
      as of which "Percent Leased" was determined based on such information.

6     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.

      With respect to Mortgage Loan No. 16, The AES Building, the information
      presented is in regards to the ground lease relating to the 388 South Main
      Street property. The borrower has also entered into a ground lease with
      the City of Akron covering the land located across the Ohio/Erie Canal
      that contains a surface level parking lot and a single-story parking
      garage. The lease for the parking lot has a 20-year term expiring on July
      31, 2022. At the end of the 20-year term, title to the land will be
      transferred to the borrower without further consideration and cost.


                                      II-4



      With respect to Mortgage Loan No. 1, First Stamford, the property is held
      in a condominium ownership structure that consists of three units. Each
      unit corresponds to one of the office buildings comprising the property,
      and each unit holder also owns an undivided interest in the common areas.
      First Stamford Place SPE L.L.C. and Fairfax First Stamford SPE L.L.C.
      collectively own the three units as tenants-in-common with ownership
      interests of 37.64% and 62.36%, respectively. Fairfax First Stamford SPE
      L.L.C. has subsequently leased its tenant-in-common interest to Merrifield
      First Stamford SPE L.L.C. under a long-term master lease.

      With respect to Mortgage Loan No, 20, BoDo Lifestyle Center, the
      collateral consists of a 118,050 square foot retail and entertainment
      portion of the 330,000 square foot property known as BoDo Lifestyle
      Center. The center consists of three separate multi-story properties which
      have been subdivided and are subject to three separate condominium
      associations, of which the borrower's ownership interest is as follows:
      (1) Agora Condominium (building 7): 77% ownership; (2) Front Street
      Condominium (building 4): 17% ownership; and (3) Building 8 Condominium
      (building 8): 5% ownership.

      With respect to Mortgage Loan No. 49, Gemini Towers, pursuant to certain
      conditions set forth in the mortgage, the borrower has the ability to
      convert to a tenants-in-common form of ownership in the future.

      With respect to Mortgage Loan No. 49, Gemini Towers, loan sponsors John J.
      and James A. Carney have had one foreclosure and one deed in lieu of
      foreclosure within the last five years. Together with their partners, the
      sponsors acquired two office buildings in Dublin Ohio in 1999, financing
      the acquisition with mortgage loans. At the time of the purchase the
      buildings were 95% leased, but shortly after the acquisition the market
      started to decline, particularly following the events of September 11,
      2001. Despite marketing efforts and after attempting to work out solutions
      with the lenders, ownership and lenders agreed that a deed in-lieu of
      foreclosure and a foreclosure, respectively, were the best courses of
      action.

      With respect to Mortgage Loan No. 65, Beechwood Centre, loan sponsor
      Ronald Russ had a deed in lieu of foreclosure in 2006. During 1989-1990,
      Mr. Russ joined as a 50% partner to co-develop a retail shopping center
      located in the eastern suburbs of Cincinnati, financing the development
      with a mortgage loan. In November 2004, one of the anchors filed for
      bankruptcy protection, and several other tenants later vacated. The
      principals subsequently attempted to reach a work-out arrangement, but the
      servicer was unable to obtain approval of the proposed work-out scenario.
      As such, the principals ultimately deeded the property back to the loan
      servicing company in 2006.

7     The "Grace Period" shown is grace period to charge late interest.

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 some
      mortgage loans, the actual amortization to a zero balance for such loans
      will be longer.

      With respect to Mortgage Loan No. 55, Regal Cinema - Eagan, the loan
      amortizes over a 238-month term. Payments, however, reset (with the same
      interest rate) at five-year intervals throughout the loan term (coinciding
      with the tenant's scheduled rent increases), as follows:

      Loan Term Interval                  Monthly Debt Service Payment
      July 11, 1999 - April 11, 2004      $89,114.42
      May 11, 2004 - April 11, 2009       $92,589.19
      May 11, 2009 - April 11, 2014       $96,170.87
      May 11, 2014 - April 11, 2019       $99,912.93

9     With respect to Mortgage Loan No. 59, 190 Jony Drive, the loan requires
      interest only payments based on an interest rate of 6.82% from August 1,
      2007 through July 1, 2011. Beginning August 1, 2011 until the loan is paid
      in full at the anticipated repayment date of July 1, 2017, the loan will
      require principal and interest payments based on an interest rate of 5.77%
      and a 30-year amortization.

10    With respect to Mortgage Loan No. 18, Wellington, the appraised value is
      based on stabilization of the subject property. The "as stabilized" value
      of $36,000,000 is conditional upon certain assumptions including lease-up
      to market occupancy. The date of the stabilization value is February 5,
      2008. A $5,500,000 holdback ("Holdback Funds") is currently in place and
      shall be released by the Lender based on certain criteria including, but
      not limited to: (i) the lender shall release $500,000 of the Holdback
      Funds to the Borrower following submission of a Certificate of Completion
      for the building located on Tract A of the property and upon certain
      tenants (Extreme Tanning, The Maternal Fetal Center, Inc., and Anthony
      Garcia Insurance Company) being in occupancy, open for business, and
      having commenced rental payments pursuant to their respective leases; and
      (ii) the lender shall release all or a portion of the remaining $5,000,000
      of the Holdback Funds ("Remaining Holdback Funds") to the borrower in
      amounts such that after giving effect to the release of the applicable
      portion of the Remaining Holdback Funds, the loan shall have a DSCR of not
      less than 1.20x (on an interest-only basis). The "as-is" appraised value
      is $33,000,000.

      With respect to Mortgage Loan No. 103, The Tower, the Appraised Value of
      $16,700,000 and Valuation Date of February 15, 2006 represent the "as
      stabilized" value and the related date such value was expected to be
      realized, as concluded to by the appraiser in a report dated November 18,
      2005. The Original Appraised Value of $14,250,000 and Original Appraisal
      Report Date of October 31, 2005 represent the "as-is" value and date of
      such valuation in the same report. All Balloon LTV and Cut-Off Date LTV
      calculations are based on the "as stabilized" value.


                                      II-5



11    "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.

12    For "Tax Escrow in Place" identified as "Yes," collections may occur at
      one time or be ongoing. In certain instances, the amount of the escrow may
      be capped or collected only for certain periods of such mortgage loan
      and/or may not be replenished after a release of funds.

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 reserves
      in place considers only mortgage loans on commercial properties, excluding
      multifamily, manufactured housing community, land and self storage
      mortgaged properties.

15    "Other Escrow Description" indicates any other types of escrow required,
      or in certain cases letter of credit required, other than Insurance, Tax,
      Capital Expenditure and TI/LC. In certain cases, the letter of credit may
      represent additional security from a tenant, and may therefore be
      relinquished when such tenant leaves the property at lease expiration.

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 of
      the escrow, or in certain cases the letter of credit, that was deposited
      at loan closing.

18    "Monthly Capital Expenditure Escrow Requirement" indicates the monthly
      amount designated for the Capital Expenditure Escrow in the loan documents
      for such mortgage loan. In certain cases, the amount of the escrow may be
      capped or collected only for certain periods of time or under certain
      conditions.

19    "Current Capital Expenditure Escrow Balance" generally indicates the
      balance or, in certain cases, a letter of credit, in place as of June
      2007.

      With respect to mortgage loan No. 2, Hilton Washington DC, from and after
      the closing date, the borrower is required to deposit monthly an amount
      equal to the excess of (a) the greater of (i) 3% of gross revenue and (ii)
      the amount required to be reserved in respect of FF&E pursuant to the
      management agreement, over (b) the monthly amount then being deposited in
      the Capital Renewals Account under the management agreement. After the
      first operating year after the year in which the PIP is complete, the
      percentage of gross revenue as stated in subclause (i) above increases
      from 3% to 4%. The current monthly FF&E Reserve deposits are $228,283.

20    "Initial TI/LC Escrow Requirement" indicates the amount of the escrow, or
      in certain cases the letter of credit, that was deposited at loan closing.

21    "Monthly TI/LC Escrow Requirement" indicates the monthly amount designated
      for the Tenant Improvements and Leasing Commissions Escrow in the loan
      documents for such mortgage loan. In certain cases, the amount of the
      escrow may be capped or collected only for certain periods of time or
      under certain conditions.

22    "Current TI/LC Escrow Balance" generally indicates the balance or, in
      certain cases, a letter of credit, in place as of June 2007.

23    With respect to mortgage loan No. 65, Beechwood Centre, a Phase II site
      assessment, performed to determine whether a former dry cleaning operation
      at the mortgaged property had significantly impacted the environmental
      condition of the property, found that the level of solvents in the
      groundwater sample exceeded those set by the Indiana Department of
      Environmental Management ("IDEM"). The borrower deposited an environmental
      reserve in the amount of $255,000 at closing and is required to report the
      existing environmental condition to the IDEM and obtain a clean "no
      further action" letter from the IDEM relating to the contamination.
      Additionally, the loan sponsor has executed a partial payment guaranty for
      50% of the loan amount until the borrower obtains such "no further action"
      letter.


                                      II-6



      With respect to mortgage loan No. 103, The Tower, the most recent
      environmental site assessment of the mortgaged property, performed on
      October 21, 2005, indicated the presence of at least two and up to five
      underground storage tanks associated with the historical operation of a
      gas station and car wash at the mortgaged property. Although the
      underground storage tanks may be located in the sidewalk and street areas
      owned by the City of Yakima, the city's public works director has stated
      that any underground storage tanks and associated contamination discovered
      in the street and sidewalk areas to the center of the street are
      considered to be the adjacent property owner's responsibility to remove
      and remediate.

24    "Seasoning" represents the number of payments elapsed from the earlier of
      the "First Payment Date (P&I)" or "First Payment Date (IO)" to the Cut-off
      Date.

25    The "Prepayment Code" includes the number of loan payments from the first
      Due Date to the stated maturity. "LO" represents the lockout period. "DEF"
      represents defeasance. "DEF/YM1" represents defeasance or the greater of
      yield maintenance and 1.0%. "DEF/YM0.5" represents defeasance or the
      greater of yield maintenance and 0.5%. "YM1" represents the greater of
      yield maintenance and 1.0%. "Open" represents the number of payments,
      including the maturity date, at which principal prepayments are permitted
      without payment of a prepayment premium. "Lesser of YM and 5.0, 4.0, 3.0,
      2.0, 1.0%" represents the lesser of yield maintenance and 5.0, 4.0, 3.0,
      2.0, 1.0%, as applicable, of the then current outstanding balance of the
      loan. For each mortgage loan, the number set forth under a category of
      "Prepayment Code" represents the number of payments in the Original Term
      to Maturity for which such provision applies.

      With respect to Mortgage Loan No. 55, Regal Cinema - Eagan, the loan was
      modeled with 24 months of YM, followed by LO/DEF for the remainder of its
      term (the subsequent 115 periods prior to the maturity date).

26    Mortgage Loans with associated Yield Maintenance Prepayment Premiums are
      categorized according to unique Yield Maintenance formulas. There are 8
      different Yield Maintenance formulas represented by the loans in the
      subject mortgage loan pool. The different formulas are referenced by the
      letters "A" ... and "H" . Exceptions to formulas are shown below.
      Descriptions of these yield maintenance formulas are listed beginning on
      page II-9. Numerical references and sections refer back to the original
      loan documents.

27    The "Administrative Cost Rate" indicated for each mortgage loan will be
      calculated based on the same interest accrual method applicable to each
      mortgage loan.

28    Each of the following mortgage loans is structured with a performance
      holdback or letter of credit ("LOC") subject to achievement of certain
      release conditions. The release conditions are referenced by numbers 1 -
      9, which are summarized immediately below the table. The amount of the
      holdback was escrowed, or the letter of credit was established, for each
      mortgage loan at closing. Many of the loans with reserves and reserve
      agreements in place permit or require the amount in the reserve (or
      proceeds of the letter of credit) to be applied to outstanding loan
      amounts in the event of a default. The mortgage loans referenced in this
      paragraph do not include all of such loans, but rather only those loans
      which permit or require the application of the reserve (or proceeds of the
      letter of credit) to the balance of the mortgage loan if the mortgaged
      property does not achieve certain conditions in accordance with the terms
      of the respective reserve agreements. Although generally the mortgage
      loans prohibit voluntary partial prepayment, the following mortgage loans
      may require partial prepayments:



                                                                     Escrowed Holdback or
                                                                                Letter of
  Mtg.                                            Escrow or LOC            Credit Initial  Outside Date       Prepayment Premium
Loan No.    Property Name                       Release Conditions                 Amount   for Release           Provisions
---------------------------------------------------------------------------------------------------------------------------------

  11       Metroplex                                   1                   $4,224,000 LOC    07/01/2010             NAP
  18       Wellington                                  2                       $5,500,000    05/30/2009             NAP
  44       Evergreen - IH 10 & Floresville             3                     $738,000 LOC    07/05/2009      Yield Maintenance
  47       210 Adrian Road                             4                   $1,700,000 LOC        NAP         Yield Maintenance
  59       190 Jony Drive                              5                     $511,460 LOC        NAP         Yield Maintenance
  59       190 Jony Drive                              6                     $652,350 LOC    07/31/2010      Yield Maintenance
  59       190 Jony Drive                              7                     $272,442 LOC        NAP         Yield Maintenance
  88       Evergreen - Fair Oaks West                  4                         $393,000    07/05/2009      Yield Maintenance
  66       Hampton Inn                                 8                     $578,000 LOC    06/01/2008      Yield Maintenance
  91       Park Oakhurst A/C Self Storage              3                     $446,000 LOC    06/01/2010      Yield Maintenance
  92       Lanco Mini Storage                          3                     $413,000 LOC    04/25/2010      Yield Maintenance
 106       Planet Self Storage                         3                     $406,000 LOC    05/23/2010      Yield Maintenance
 108       20 Aquarium                                 9                          $91,063    06/01/2008      Yield Maintenance
 117       Arrowhead Shops Shopping Center             9                          $55,442    06/11/2008      Yield Maintenance
 129       The Kirby Shopping Center                   9                          $19,130    04/30/2008      Yield Maintenance
 130       MidPoint Plaza                              9                          $15,625    10/01/2007      Yield Maintenance
 133       Sunset Plaza Shopping Center                9                         $100,838    03/01/2008      Yield Maintenance



                                      II-7



All yield maintenance premiums indicated above are to be paid by the borrower.

RELEASE CONDITIONS

1.    The letter of credit will be released when the borrower furnishes to the
      lender a written disbursement request and upon satisfaction of certain
      conditions, including but not limited to, a DSCR equal to or greater than
      1.20x and a maximum LTV of 80%.

2.    The lender shall release $500,000 of the Holdback Funds to the borrower
      upon certain conditions including, but not limited to: (i) no event of
      default shall have occurred and be then continuing under any of the loan
      documents; (ii) the borrower shall have submitted to the lender a
      Certificate of Completion (acceptable to the lender in its sole and
      absolute discretion) for the building located on Tract A of the Property
      and shall have submitted evidence of lien-free completion; and (iii)
      certain tenants (Extreme Tanning, The Maternal Fetal Center, Inc., and
      Anthony Garcia Insurance Company) shall be in occupancy, open for business
      and paying rent each pursuant to the terms of their respective lease, and
      the lender shall have received certain items including, but not limited
      to: acceptable tenant estoppels and acceptable subordination,
      nondisturbance and attornment agreements. The lender shall release all or
      a portion of the remaining $5,000,000 of the Holdback Funds to the
      borrower in disbursements in amounts determined pursuant conditions
      including, but not limited to: (i) no event of default, shall have
      occurred and be then continuing under any of the loan documents; (ii)
      after giving effect to the release of the applicable portion of the
      remaining Holdback Funds, the loan shall have a DSCR of not less than
      1.20x (on an interest-only basis).

3.    The letter of credit will be released when the borrower furnishes to the
      lender a written disbursement request and upon satisfaction of certain
      conditions, including but not limited to, a DSCR equal to or greater than
      1.20x assuming a 30-year amortization and a maximum LTV of 80%.

4.    The reserve/letter of credit will be released when the net operating
      income from operation of the premises (calculated by the lender based on
      the six (6) month annualized trailing income and expense numbers) equals
      or exceeds $910,147 and the annual net operating income from operation of
      the premises equals or exceeds 1.25x the annual debt service on the note.

5.    The letter of credit will be released when the borrower furnishes to the
      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; fully executed lease(s) with terms acceptable to
      Lender; lessee's estoppel certificate, including among other things, the
      lessee's occupancy, unconditional acceptance of the improvements, the
      expiration of all rental deferrals and the commencement of consecutive
      monthly rental payments and a certificate of occupancy. In addition, the
      lender has inspected or waived right to inspection.

6.    The letter of credit will be released when the borrower furnishes to the
      lender a written disbursement request and upon tenant's lease expiring,
      but not earlier than July 31, 2010.

7.    The letter of credit will be released as the property stabilizes and the
      borrower furnishes to the lender evidence that the DSCR of the property
      has increased to at least 1.15x.

8.    The letter of credit will be released when the borrower furnishes to the
      lender written disbursement request along with an updated Final Quality
      Assurance Evaluation reflecting a Condition Score for the bedrooms at the
      Premises of at least 75% or a letter from the Franchisor stating work has
      been completed; 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.

9.    The reserve will be released when the borrower furnishes to the 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.


                                      II-8



YIELD MAINTENANCE FORMULAS

A.    The prepayment premium is equal to the greater of (i) one percent (1%) of
      the principal amount being prepaid or (ii) the present value of a series
      of payments each equal to the "Payment Differential" and payable on each
      payment date over the remaining original term of the mortgage loan through
      and including the maturity date, discounted at the "Reinvestment Yield"
      for the number of months remaining as of the date of such prepayment to
      each such payment date and the maturity date. "Payment Differential" means
      an amount equal to (i) the interest rate on the mortgage loan less the
      "Reinvestment Yield", divided by (ii) 12 and multiplied by (iii) the
      principal sum outstanding under the mortgage loan after application of the
      constant monthly payment due under the Note on the date of such
      prepayment, provided that the Payment Differential shall in no event be
      less than zero. "Reinvestment Yield" means an amount equal to the lesser
      of (i) the yield on the U.S. Treasury issue (primary issue) with a
      maturity date closest to the maturity date, or (ii) the yield on the U.S.
      Treasury issue (primary issue) with a term equal to the remaining average
      life of the indebtedness evidenced by the mortgage loan, with each such
      yield being based on the bid price for such issue as published in the Wall
      Street Journal on the date that is fourteen (14) days prior to the date of
      such prepayment set forth in the notice of prepayment (or, if such bid
      price is not published on that date, the next preceding date on which such
      bid price is so published) and converted to a monthly compounded nominal
      yield.

B.    "Make Whole Premium" (1)means 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 the applicable* U.S. Treasury Issue ("Primary
      Issue") published one week prior to the date of prepayment (2) 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 (3)sole and
      absolute discretion a U.S. Treasury Issue with similar remaining time to
      (4)(5)maturity as the Note.

      (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 (all installment payments and any remaining payment due on the
      (5)Maturity Date) discounted at the Reinvestment Yield for the number of
      months remaining from the date of prepayment to the (5)(6)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.

      (4)   "Open Period" means the period beginning with the payment date in
      that month which is (8)one month prior to the (5)Maturity Date.

      Borrower shall not have the right or privilege to prepay all or any
      portion of the unpaid principal balance of the Note until the (9)Open
      Period. From and after such date, provided there is no Event of Default,
      the principal balance of the Note may be prepaid, at par, in whole but not
      in part, upon: (a) not less than (10)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 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; (11)In
      addition, Borrower shall have the right to prepay the unpaid principal
      balance (12)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.(13)(14)

      NOTES:

      (1)   With respect to Mortgage Loan No. 96, Blair House Apartments:
            delete: "means"; insert: "In the event an Event of Default and
            acceleration occur, Borrower shall pay to Lender a "Make Whole
            Premium". The Make Whole Premium shall be".

      (2)   With respect to Mortgage Loan No. 42, Camden Taravue Apartments and
            Mortgage Loan No. 59, 190 Jony Drive: insert: "plus fifty (50) basis
            points".

      (3)   With respect to Mortgage Loan No. 3, 717 Texas Avenue: delete: "sole
            and absolute"; insert: "reasonable".

      (4)   With respect to Mortgage Loan No. 37, Palmetto Health Parkridge:
            delete: "to maturity as the Note."; insert: " the end of the
            applicable prepayment period."

      (5)   With respect to Mortgage Loan No. 59, 190 Jony Drive: delete:
            "maturity as the Note"; insert: "maturity of the U.S. Treasury Issue
            as to the time remaining to the Anticipated Repayment Date in the
            Note".

      (6)   With respect to Mortgage Loan No. 3, 717 Texas Avenue: delete:
            "maturity date"; insert: "first day of the Open Period."


                                      II-9



      (7)   With respect to Mortgage Loan No. 96, Blair House Apartments:
            delete: ""Open Period" means the period beginning with the payment
            date in that month which is one month prior to the Maturity Date.";
            insert: "Notwithstanding anything in this Section 2.1 (D) to the
            contrary, during the last 30 days prior to the Maturity Date in
            connection with an Event of Default and acceleration, the Make Whole
            Premium shall not be subject to the one percent (1%) minimum and
            shall be calculated only as provided in (1) through (3) above.
            Lender will notify Borrower in writing of the amount of Make Whole
            Premium due and payable."

      (8)   With respect to Mortgage Loan No. 42, Camden Taravue Apartments and
            Mortgage Loan No. 4, 717 Texas Avenue: delete: "one month"; insert:
            "three months".

      (9)   With respect to Mortgage Loan No. 96, Blair House Apartments:
            delete: "Open Period"; insert: "the date which is one (1) month
            prior to the Maturity Date."

      (10)  With respect to Mortgage Loan No. 96, Blair House Apartments:
            delete: "30"; insert: "15".

      (11)  With respect to Mortgage Loan No. 96, Blair House Apartments:
            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, prior to the date which
            is one (1) month 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 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."

      (12)  With respect to Mortgage Loan No. 42, Camden Taravue Apartments and
            Mortgage Loan No. 37, Palmetto Health Parkridge: delete: "after the
            Lockout Date".

      (13)  With respect to Mortgage Loan No. 59, 190 Jony Drive: insert:
            "Following the Anticipated Repayment Date, Borrower shall have the
            right to prepay the principal balance of the Note, 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. 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 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.
            Notwithstanding anything hereinabove in this 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
            the Note."

      (14)  With respect to Mortgage Loan No. 90, Triarch Portfolio: insert:
            "Notwithstanding above, Borrower shall have the right to prepay a
            portion of the Loan in conjunction with paragraph 40 of the Security
            Deed and paragraph 41 of the Mortgage."

C.    "Make Whole Premium" shall mean (i) from the Closing Date through month
      108 of the Loan term: 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; and (ii) from month 109 to the Open Period of
      the Loan term: the greater of one-half percent (0.5%) of the outstanding
      principal amount of the Loan or a premium calculated as provided in
      subparagraphs (1)-(3):

      (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 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. In the event there is
            no market activity involving the U.S. Treasury Issue at the time of
            prepayment, Lender shall choose a comparable Treasury Bond, Note or
            Bill which Lender reasonably deems to be similar to the U.S.
            Treasury Issue's characteristics (i.e., rate, remaining time to
            maturity, yield).

      (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 Maturity
            Date) discounted at the Reinvestment Yield for the number of months
            remaining from the date of prepayment to the Maturity Date. In the
            event of a partial prepayment as a result of the terms of this
            Agreement, the Present Value of the Mortgage shall be calculated in
            accordance with the preceding sentence multiplied by the fraction
            which results from dividing the amount of the prepaid proceeds by
            the principal balance immediately prior to the prepayment.

      (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.


                                     II-10



      "Open Period" shall mean the period beginning on the Payment Date in the
      month which is one month prior to the Maturity Date and ending on the
      Maturity Date.

      Prepayment After Open Period. Borrower shall not have the right or
      privilege to prepay all or any portion of the unpaid principal balance of
      the Note without premium until the Open Period unless otherwise
      specifically set forth herein. From and after the first day of the Open
      Period, provided no Event of Default then exists, the principal balance of
      the Note may be prepaid, at par, in whole but not in part, with no
      prepayment fee or premium, upon: (a) not less than 15 days prior written
      notice to Lender specifying the date on which prepayment is to be made,
      which prepayment must occur no later than the first day of any such month
      unless Borrower pays to Lender all interest that would have accrued from
      the entire month in which the Note is prepaid absent such 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 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. Any prepayment occurring in connection with a
      Casualty Event or a Taking will not require payment of any premium,
      whenever such payment is made.

      Prepayment Prior To Open Period. In addition to the Loan prepayment rights
      set forth in Section 2.3.1, after the Closing Date but prior to the Open
      Period, Borrower may prepay the principal balance of the Note in full (or
      in part in connection with the release of a Release Parcel if permitted by
      the terms of the loan agreement), in accordance with the requirements of
      clauses (a) - (c) of Section 2.3.1. hereof, provided however, that such
      prepayment will require payment of the Make Whole Premium.

D.    "YIELD MAINTENANCE PREMIUM" shall equal an amount equal to the greater of:
      (i) one percent (1%) of the remaining principal balance of this Note, or
      (ii) the product of: (A) the ratio of the principal amount being repaid
      over the outstanding principal balance of this Note on the Prepayment Date
      (after subtracting the scheduled principal payment on such Prepayment
      Date), multiplied by: (B) the present value as of the Prepayment Date of
      the remaining scheduled payments of principal and interest from the
      Prepayment Date through the Maturity Date (including any balloon payment)
      determined by discounting such payments at the Discount Rate (as
      hereinafter defined) less the amount of the outstanding principal balance
      of this Note on the Prepayment Date (after subtracting the scheduled
      principal payment on such Prepayment Date). The "Discount Rate" is the
      rate which, when compounded monthly, is equivalent to the Treasury Rate
      (as hereinafter defined), when compounded semi-annually. The "Treasury
      Rate" is the yield calculated by the linear interpolation of the yields,
      as reported in Federal Reserve Statistical Release H.15-Selected Interest
      Rates under the heading U.S. government securities/Treasury constant
      maturities for the week ending prior to the Prepayment Date, of U.S.
      Treasury constant maturities with maturity dates (one longer and one
      shorter) most nearly approximating the Maturity Date. (In the event
      Release H.15 is no longer published, Lender shall select a comparable
      publication to determine the Treasury Rate.) The term "Lockout Period
      Expiration Date" shall mean the date which is the earlier of (A) the
      second anniversary of the date that is the "startup day," within the
      meaning of Section 860G(a) (9) of the IRS Code, of a REMlC that holds this
      Note or (B) the five year anniversary of the first day of the first full
      calendar month following the date of this Note. Lender shall notify
      Borrower of the amount and the basis of determination of the required
      prepayment consideration.

E.    From and after the Lockout Period Expiration Date, and provided no Event
      of Default exists, the principal balance of this Note may be prepaid, in
      whole but not in part, on a Monthly Payment Date only upon the
      satisfaction of the following conditions precedent: (i) not less than 30
      days and not more than 60 days prior written notice (the "Prepayment
      Notice") to Lender specifying the scheduled payment date on which
      prepayment is to be made (the "Prepayment Date"); (ii) payment of all
      accrued and unpaid interest on the outstanding principal balance of this
      Note and including the Prepayment Date; (iii) payment of all other sums
      then due under this Note, the Security Instrument and other Loan Documents
      and (iv) if the Prepayment Date occurs prior to the Open Prepayment Date,
      payment of a prepayment consideration (the "Prepayment Consideration") in
      an amount equal to the greater of: (A) one percent (1%) of the principal
      amount of the loan being prepaid and (B) the present value of a series of
      payments each equal to the Payment Differential and payable on each
      Monthly Payment Date over the remaining original term of the Note and on
      the Maturity Date discounted at the Reinvestment Yield for the number of
      months remaining from the Prepayment Date to each such Monthly Payment
      Date and the Maturity Date. In no event, however, shall Lender be required
      to reinvest any prepayment proceeds in U.S. Treasury obligations or
      otherwise. Lender shall notify Borrower of the amount, and the basis of
      determination, of the required Prepayment Consideration. If a Prepayment
      Notice is given by Borrower to Lender pursuant to this Article 5, and
      Lender has notified Borrower of all amounts due and payable as described
      herein, the principal balance of this Note and the other sums required
      under this article shall be due and payable on the Prepayment Date.

      "Open Prepayment Date" shall mean the date which is three (3) months prior
      to the Maturity Date.

      "Reinvestment Yield" shall mean the lesser of (a)(i) the yield on the U.S.
      Treasury issue (primary issue) with the same maturity date as the Maturity
      Date or (ii) if no such U.S. Treasury issue is available, then the
      interpolated yield on the two U.S. Treasury issues (primary issues) with
      maturity dates (one prior to and one following) that are the closest to
      the Maturity Date and (b)(i) the yield on the U.S. Treasury issue (primary
      issue) with a term equal to the remaining average life of the Debt or (ii)
      if no such U.S. Treasury issue is available, then the interpolated yield
      on the two U.S. Treasury issues (primary issues) with terms (one prior to
      and one following) that are closest to the remaining average life of the
      Debt, with each such yield being based on the bid price for such issue as
      published in The Wall Street Journal on the date that is 14 days prior to
      the Repayment Date (or, if such bid price is not published on that date,
      the next preceding date on which such bid price is so published) and
      converted to a monthly compounded nominal yield.

      "Payment Differential" shall mean, with respect to any Repayment Date, (x)
      the Applicable Interest Rate minus the Reinvestment Yield, divided by (y)
      12, and multiplied by (z) the principal sum being repaid on such Repayment
      Date after application of the Constant Monthly Payment (if any) due on the
      date of the Default Repayment, provided that the Payment Differential
      shall in no event be less than zero.


                                     II-11



F.    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 (1)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.

      "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.(2)

      In addition to the Loan Prepayment rights set forth hereinabove, (3)after
      the Lockout Date (which is (4)the earlier of the date which is two
      (2)years after the date of the Securitization Transaction (5)(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, 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.

      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 (6)the
      "Make Whole Premium".

      The Make Whole Premium shall be (6)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 (7)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, 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 (i.e., rate, remaining time to
            maturity(8), yield).

      (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
            (7)Maturity Date) discounted at the Reinvestment Yield (9)for the
            number of months remaining from the date of prepayment to the
            (7)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.(10)

      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 (11)one month prior to the (7)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.

       Notes:

      (1)   With respect to Mortgage Loan No. 104, Dolly Creek: delete: "30";
            insert: "15"

      (2)   With respect to Mortgage Loan No. 101, Roundy's Supermarket,
            Mortgage Loan No. 120, 11100 Westlake Drive, Mortgage Loan No. 80,
            720 Paularino Avenue, Mortgage Loan No. 132, 8418 East 171st Street:
            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
            written notice to Lender specifying the date on which prepayment is
            to be made. 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 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 this 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."

      (3)   With respect to Mortgage Loan No. 89, 23041-71 Antonio Parkway:
            delete: "after the Lockout Date (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".

      (4)   With respect to Mortgage Loan No. 118, 3950 and 3970 North Las Vegas
            Boulevard: delete: "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); insert: "the date which
            is two (2) years after the date of the first full debt service
            payment hereunder)".


                                     II-12


      (5)   With respect to Mortgage Loan No. 130, MidPoint Plaza: delete: "(as
            hereinafter defined) or the date which is four (4) years after the
            date of the first full debt service payment hereunder)".

      (6)   With respect to Mortgage Loan No. 129, The Kirby Shopping Center:
            insert: "the lesser of: (a) the maximum amount which is allowable
            under Texas law limited the amount of interest which may be
            contracted for, charged or received after considering all other
            amounts constituting or deemed to constitute interest, and (b)".

      (7)   With respect to Mortgage Loan No. 101, Roundy's Supermarket,
            Mortgage Loan No. 120, 11100 Westlake Drive, Mortgage Loan No. 80,
            720 Paularino Avenue, Mortgage Loan No. 132, 8418 East 171st Street:
            delete: "Maturity Date"; insert: "Anticipated Repayment Date".

      (8)   With respect to Mortgage Loan No. 101, Roundy's Supermarket,
            Mortgage Loan No. 120, 11100 Westlake Drive, Mortgage Loan No. 80,
            720 Paularino Avenue, Mortgage Loan No. 132, 8418 East 171st Street:
            insert: "of the U.S. Treasury Issue as to the time remaining to the
            Anticipated Repayment Date".

      (9)   With respect to Mortgage Loan No. 126, 5770-5780 Uplander Way:
            insert: "plus 50 basis points".

      (10)  With respect to Mortgage Loan No. 130, MidPoint Plaza: insert:
            "Notwithstanding the foregoing, during the 8th through the 12th
            years of the Loan, the Make Whole Premium shall be the lesser of:
            (i) the premium calculated by the Reinvestment Yield as provided in
            subparagraphs (1)-(3) above; or (ii) (a) five percent (5%) of the
            outstanding indebtedness beginning as of April 1, 2014 (the first
            month of the 8th year of the loan); (b) four percent (4%) of the
            outstanding indebtedness beginning as of April 1, 2015 (the first
            month of the 9th year of the loan); (c) three percent (3%) of the
            outstanding indebtedness beginning as of April 1, 2016 (the first
            month of the 10th year of the loan); (d) two percent (2%) of the
            outstanding indebtedness beginning as of April 1, 2017 (the first
            month of the 11th year of the loan); and (e) one percent (1%) of the
            outstanding indebtedness beginning as of April 1, 2018 (the first
            month of the 12th year of the loan).

      (11)  With respect to Mortgage Loan No. 111, Sandalfoot Plaza: delete:
            "one month"; insert "three months".

       The following loans do not have any exceptions to the standard language:

       Mortgage Loan No. 94, 58 Grant Avenue
       Mortgage Loan No. 98, Heritage Plaza
       Mortgage Loan No. 102, Hanover Village MHP
       Mortgage Loan No. 108, 20 Aquarium
       Mortgage Loan No. 112,  Academy Crossing
       Mortgage Loan No. 113, 1151 Azalea Garden Road
       Mortgage Loan No. 117, Arrowhead Shops Shopping Center
       Mortgage Loan No. 122, Buellton Town Plaza
       Mortgage Loan No. 125, American Safe `N' Sound
       Mortgage Loan No. 127, The Ridge At White Oak Apartments
       Mortgage Loan No. 131, Hillandale Medical Office Building
       Mortgage Loan No. 133, Sunset Plaza Shopping Center
       Mortgage Loan No. 134, 4125 & 4145 West Dewey Drive

G.    From and after the Lockout Period Expiration Date, and provided no Event
      of Default exists, the principal balance of this Note may be prepaid, in
      whole but not in part, on a Monthly Payment Date only upon the
      satisfaction of the following conditions precedent: (i) not less than 30
      days prior written notice (the "Prepayment Notice") to Lender specifying
      the scheduled payment date on which prepayment is to be made (the
      "Prepayment Date"); (ii) payment of all accrued and unpaid interest on the
      outstanding principal balance of this Note and including the Prepayment
      Date; (iii) payment of all other sums then due under this Note, the
      Security Instrument and other Loan Documents and (iv) if the Prepayment
      Date occurs prior to the Open Prepayment Date, payment of a prepayment
      consideration (the "Prepayment Consideration") in an amount equal to the
      greater of: (A) one percent (1%) of the principal amount of the loan being
      prepaid and (B) the present value of a series of payments each equal to
      the Payment Differential and payable on each Monthly Payment Date over the
      remaining original term of the Note and on the Maturity Date discounted at
      the Reinvestment Yield for the number of months remaining from the
      Prepayment Date to each such Monthly Payment Date and the Maturity Date.
      In no event, however, shall Lender be required to reinvest any prepayment
      proceeds in U.S. Treasury obligations or otherwise. Lender shall notify
      Borrower of the amount, and the basis of determination, of the required
      Prepayment Consideration. If a Prepayment Notice is given by Borrower to
      Lender pursuant to this Article 5, the principal balance of this note and
      other sums required under the Article shall be due and payable on the
      Prepayment Date. Any such prepayment notice shall be revocable by Borrower
      (but not more than two (2) times in any twelve (12) month period) provided
      however, if Borrower elects to so revoke a Prepayment Notice Borrower
      shall reimburse Lender for all out-of-pocket expenses incurred by Lender
      in connection with such revocation.

      "Open Prepayment Date" shall mean the date which is three (3) months prior
      to the Maturity Date.

      "Reinvestment Yield" shall mean the lesser of (a)(i) the yield on the U.S.
      Treasury issue (primary issue) with the same maturity date as the Maturity
      Date or (ii) if no such U.S. Treasury issue is available, then the

                                     II-13


      interpolated yield on the two U.S. Treasury issues (primary issues) with
      maturity dates (one prior to and one following) that are the closest to
      the Maturity Date and (b)(i) the yield on the U.S. Treasury issue (primary
      issue) with a term equal to the remaining average life of the Debt or (ii)
      if no such U.S. Treasury issue is available, then the interpolated yield
      on the two U.S. Treasury issues (primary issues) with terms (one prior to
      and one following) that are closest to the remaining average life of the
      Debt, with each such yield being based on the bid price for such issue as
      published in The Wall Street Journal on the date that is 14 days prior to
      the Repayment Date (or, if such bid price is not published on that date,
      the next preceding date on which such bid price is so published) and
      converted to a monthly compounded nominal yield.

      "Payment Differential" shall mean, with respect to any Repayment Date, (x)
      the Applicable Interest Rate minus the Reinvestment Yield, divided by (y)
      12, and multiplied by (z) the principal sum being repaid on such Repayment
      Date after application of the Constant Monthly Payment (if any) due on the
      date of the Default Repayment, provided that the Payment Differential
      shall in no event be less than zero.

H.    From and after the Lockout Period Expiration Date, and provided no Event
      of Default exists, the principal balance of this Note may be prepaid, in
      whole but not in part, (except as permitted by section 5.6 of the Security
      Instrument) on a Monthly Payment Date: (i) not less than 30 days and not
      more than 60 days prior written notice (the "Prepayment Notice") to Lender
      specifying the scheduled payment date on which prepayment is to be made
      (the "Prepayment Date"); (ii) payment of all accrued and unpaid interest
      on the outstanding principal balance of this Note and including the
      Prepayment Date; (iii) payment of all other sums then due under this Note,
      the Security Instrument and other Loan Documents and (iv) if the
      Prepayment Date occurs prior to the Monthly Payment Date which is three
      (3) months prior to the Maturity Date, payment of a prepayment
      consideration (the "Prepayment Consideration") in an amount equal to the
      greater of: (A) one percent (1%) of the principal amount of the loan being
      prepaid and (B) the present value of a series of payments each equal to
      the Payment Differential and payable on each Monthly Payment Date over the
      remaining original term of the Note and on the Maturity Date discounted at
      the Reinvestment Yield for the number of months remaining from the
      Prepayment Date to each such Monthly Payment Date and the Maturity Date.
      In no event, however, shall Lender be required to reinvest any prepayment
      proceeds in U.S. Treasury obligations or otherwise. Lender shall notify
      Borrower of the amount, and the basis of determination, of the required
      Prepayment Consideration. If a Prepayment Notice is given by Borrower to
      Lender pursuant to this Article 5, the principal balance of this Note and
      the other sums required under this article shall be due and payable on the
      Prepayment Date.

      "Reinvestment Yield" shall mean the lesser of (a)(i) the yield on the U.S.
      Treasury issue (primary issue) with the same maturity date as the Maturity
      Date or (ii) if no such U.S. Treasury issue is available, then the
      interpolated yield on the two U.S. Treasury issues (primary issues) with
      maturity dates (one prior to and one following) that are the closest to
      the Maturity Date and (b)(i) the yield on the U.S. Treasury issue (primary
      issue) with a term equal to the remaining average life of the Debt or (ii)
      if no such U.S. Treasury issue is available, then the interpolated yield
      on the two U.S. Treasury issues (primary issues) with terms (one prior to
      and one following) that are closest to the remaining average life of the
      Debt, with each such yield being based on the bid price for such issue as
      published in The Wall Street Journal on the date that is 14 days prior to
      the Repayment Date (or, if such bid price is not published on that date,
      the next preceding date on which such bid price is so published) and
      converted to a monthly compounded nominal yield.

      "Payment Differential" shall mean, with respect to any Repayment Date, (x)
      the Applicable Interest Rate minus the Reinvestment Yield, divided by (y)
      12, and multiplied by (z) the principal sum being repaid on such Repayment
      Date after application of the Constant Monthly Payment (if any) due on the
      date of the Default Repayment, provided that the Payment Differential
      shall in no event be less than zero.


                                     II-14

                      [THIS PAGE INTENTIONALLY LEFT BLANK.]

                      [THIS PAGE INTENTIONALLY LEFT BLANK.]

APPENDIX III
CERTAIN CHARACTERISTICS OF LOAN GROUP 2



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

  MORTGAGE      MORTGAGE
  LOAN NO.     LOAN SELLER   PROPERTY NAME                       STREET ADDRESS                     COUNTY
---------------------------------------------------------------------------------------------------------------

                             Jackson Portfolio Roll-Up
     10            RBC       Cherry Grove (I)                    299 Walker Rd                      Madison
     10            RBC       Camellia Trace (I)                  100 Trace Drive                    Madison
     10            RBC       Northridge (I)                      33 Constellation Circle            Madison
     10            RBC       Cedarwood (I)                       714A Walker Rd                     Madison
     10            RBC       Whispering Oaks (I)                 1985 Campbell Street               Madison
     13            PMCF      190 East 7th Street                 186-196 East 7th Street            New York
     23           MSMCH      160 East 65th Street Coop           160 East 65th Street               New York
     30           PCF II     Broadstone Ladera Apartments        6101 Sequoia Road NW               Bernalillo
     33           PCF II     West Wind Landing Apartments        450 Johnny Mercer Boulevard        Chatham
     34          NatCity     Ashbury at Chenal                   16401 Chenal Valley Dr.            Pulaski
     35          NatCity     Erie Shore Landings                 5115 Lake Rd.                      Lorain
     41            RBC       Colony Bay Apartments               6530 Covington Road                Allen
     42           PCF II     Camden Taravue Apartments           3975 Taravue Lane                  Saint Louis
     58           PCF II     Magnolia Villas Apartments          205 West Montgomery Cross Road     Chatham
     61            PMCF      French Quarter Apartments           7381 Normandie Court               Saint Louis
     68            RBC       Beechgrove                          4651 Mimi Drive                    Marion
     70            PMCF      Palms at Rolling Creek              17100 Rolling Creek Dr             Harris
     71           MSMCH      Walkers Station Apartments          2600 Tealwood Drive                Oklahoma
     75          NatCity     Oakwood Apts.                       6928 Oakwood Dr.                   Boone
     85            PMCF      Southcross Village                  14802 County Road 5                Dakota
     96           PCF II     Blair House Apartments              218 South Street                   Morris
     102          PCF II     Hanover Village MHP                 202 Jacobstown-New Egypt Road      Burlington
     114           PMCF      Colonial Woods                      6333 Windswept Lane                Harris
     123         NatCity     Sunset Townhomes                    630 S. Abbe Rd.                    Lorain
     127          PCF II     The Ridge At White Oaks Apartments  123 Ridge Court                    Coweta


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

 MORTGAGE
  LOAN NO.    CITY            STATE   ZIP CODE   PROPERTY TYPE                     PROPERTY SUB-TYPE
----------------------------------------------------------------------------------------------------------------------

     10       Jackson          TN       38305    Multifamily                       Garden
     10       Jackson          TN       38305    Multifamily                       Garden
     10       Jackson          TN       38305    Multifamily                       Garden
     10       Jackson          TN       38305    Multifamily                       Garden
     10       Jackson          TN       38305    Multifamily                       Garden
     13       New York         NY       10009    Multifamily                       Low Rise
     23       New York         NY       10021    Multifamily                       Cooperative
     30       Albuquerque      NM       87120    Multifamily                       Garden
     33       Savannah         GA       31410    Multifamily                       Garden
     34       Little Rock      AR       72223    Multifamily                       Low Rise
     35       Sheffield Lake   OH       44054    Multifamily                       High Rise
     41       Fort Wayne       IN       46804    Multifamily                       Garden
     42       St. Louis        MO       63125    Multifamily                       Garden
     58       Savannah         GA       31406    Multifamily                       Garden
     61       Hazelwood        MO       63042    Multifamily                       Garden
     68       Indianapolis     IN       46237    Multifamily                       Garden
     70       Houston          TX       77090    Multifamily                       Garden
     71       Oklahoma City    OK       73120    Multifamily                       Garden
     75       Florence         KY       41042    Multifamily                       Garden
     85       Burnsville       MN       55306    Multifamily                       Garden
     96       Morristown       NJ       07960    Multifamily                       Mid Rise
     102      Wrightstown      NJ       08562    Manufactured Housing Community    Manufactured Housing Community
     114      Houston          TX       77057    Multifamily                       Garden
     123      Elyria           OH       44035    Multifamily                       Garden
     127      Newnan           GA       30265    Multifamily                       Garden


-------------------------------------------------------------------------------------------------------------------------------
                                  CUT-OFF DATE
  MORTGAGE        CUT-OFF DATE     BALANCE PER                  MORTGAGE  ORIGINAL TERM      REMAINING TERM       ORIGINAL
  LOAN NO.             BALANCE     UNIT OR PAD  NOTE DATE           RATE    TO MATURITY       TO MATURITY        AMORT. TERM
-------------------------------------------------------------------------------------------------------------------------------

                   $65,000,000         $71,982  05/11/2007        5.660%        60                 58                IO
     10            $27,902,000         $71,982  05/11/2007        5.660%        60                 58                IO
     10            $15,760,000         $71,982  05/11/2007        5.660%        60                 58                IO
     10            $11,250,000         $71,982  05/11/2007        5.660%        60                 58                IO
     10             $6,885,000         $71,982  05/11/2007        5.660%        60                 58                IO
     10             $3,203,000         $71,982  05/11/2007        5.660%        60                 58                IO
     13            $46,500,000        $375,000  06/11/2007        6.300%       120                119                IO
     23            $20,000,000        $111,111  01/02/2007        5.480%       168                162                IO
     30            $18,000,000         $64,286  06/07/2007        5.630%       120                119                IO
     33            $14,880,000         $77,500  06/28/2007        5.900%       120                119                360
     34            $14,650,000         $67,824  06/29/2007        6.345%       120                119                360
     35            $14,100,000         $58,506  07/11/2007        6.455%       120                120                360
     41            $11,900,000         $24,040  04/30/2007        5.630%       120                117                IO
     42            $11,860,000         $39,013  05/17/2007        5.760%       120                118                360
     58             $9,040,000         $62,778  06/28/2007        6.000%       120                119                360
     61             $9,000,000         $33,088  06/29/2007        6.170%       120                119                IO
     68             $7,493,800         $24,651  06/21/2007        6.010%       120                119                360
     70             $6,850,000         $38,056  06/15/2007        6.330%       120                119                360
     71             $6,757,000         $29,378  05/01/2007        5.580%       120                117                360
     75             $5,200,000         $25,871  06/15/2007        6.375%       120                119                360
     85             $4,250,000         $70,833  06/29/2007        5.760%       120                119                360
     96             $3,400,000         $44,737  06/05/2007        6.060%       120                119                360
     102            $3,197,277         $31,346  06/25/2007        5.900%       120                119                360
     114            $2,835,010         $25,313  05/24/2007        6.180%       120                118                360
     123            $2,125,000         $44,271  07/17/2007        6.421%       120                120                360
     127            $1,700,000         $68,000  06/06/2007        5.980%       120                119                360

                  $278,738,088                                    5.931%       109                108                360


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

  MORTGAGE       REMAINING        NOI          NCF         CUT-OFF DATE    BALLOON            UTILITIES
  LOAN NO.      AMORT. TERM     DSCR (X)     DSCR (X)               LTV        LTV         PAID BY TENANT
--------------------------------------------------------------------------------------------------------------

                    IO            1.43         1.37               80.0%      80.0%
     10             IO            1.43         1.37               80.0%      80.0%        Electric, Water
     10             IO            1.43         1.37               80.0%      80.0%        Electric, Water
     10             IO            1.43         1.37               80.0%      80.0%        Electric, Water
     10             IO            1.43         1.37               80.0%      80.0%        Electric, Water
     10             IO            1.43         1.37               80.0%      80.0%        Electric, Water
     13             IO            1.21         1.20               60.2%      60.2%            Electric
     23             IO            5.29         5.25               16.5%      16.5%            Electric
     30             IO            1.54         1.48               75.9%      75.9%   Electric, Gas, Sewer, Water
     33             360           1.44         1.15               79.7%      74.5%      Electric, Gas, Water
     34             360           1.51         1.25               72.5%      68.2%     Electric, Sewer, Water
     35             360           1.51         1.25               79.7%      72.7%              None
     41             IO            1.66         1.48               75.8%      75.8%            Electric
     42             360           1.58         1.17               79.7%      75.6%     Electric, Sewer, Water
     58             360           1.44         1.15               78.3%      73.3%     Electric, Sewer, Water
     61             IO            1.56         1.41               63.4%      63.4%         Electric, Gas
     68             359           1.37         1.25               74.8%      63.6%            Electric
     70             360           1.55         1.23               78.7%      72.9%        Electric, Water
     71             360           1.53         1.14               79.5%      71.4%            Electric
     75             360           1.93         1.53               66.7%      60.8%   Electric, Heat, Sewer, Water
     85             360           1.46         1.15               74.6%      69.6%         Electric, Gas
     96             360           3.56         2.88               34.9%      31.0%         Electric, Gas
     102            359           1.17         1.15               79.9%      67.8%         Electric, Gas
     114            358           1.42         1.22               67.9%      58.1%            Electric
     123            360           1.68         1.38               78.7%      71.8%   Electric, Gas, Sewer, Water
     127            360           1.62         1.27               61.8%      57.9%     Electric, Sewer, Water

                    360          1.75X        1.59X               69.4%      67.0%


---------------------------------------------------------------------------------------------------------------------------
                         STUDIOS                    1 BEDROOM                  2 BEDROOM                  3 BEDROOM
                  ----------------------     -----------------------     ----------------------     -----------------------
  MORTGAGE            NO. OF    AVG RENT         NO. OF     AVG RENT         NO. OF    AVG RENT         NO. OF     AVG RENT
  LOAN NO.        UNITS/PADS     PER MO.     UNITS/PADS      PER MO.     UNITS/PADS     PER MO.     UNITS/PADS      PER MO.
---------------------------------------------------------------------------------------------------------------------------

     10                    0         NAP             68         $679            240        $779             72         $849
     10                    0         NAP             80         $668             80        $802             52         $909
     10                    0         NAP             48         $704             96        $792             16         $897
     10                    0         NAP              0          NAP             62        $711             39         $783
     10                    0         NAP              5         $599             36        $699              9         $799
     13                    5      $2,099             22       $2,696             67      $3,225             25       $4,477
     23                   30      $2,210             78       $3,542             54      $5,233             18       $9,441
     30                    0         NAP            140         $650            140        $800              0          NAP
     33                    0         NAP             32         $750            108        $850             52         $978
     34                    0         NAP             48         $730            144        $800             24         $875
     35                   22        $570            161         $680             55      $1,113              3       $2,000
     41                    0         NAP            227         $435            191        $534             76         $642
     42                   47        $440            172         $522             85        $718              0          NAP
     58                    0         NAP             32         $695             72        $787             40         $890
     61                    0         NAP            136         $568            136        $664              0          NAP
     68                   16        $405            106         $490            180        $565              2         $675
     70                    0         NAP             84         $558             85        $733             11       $1,015
     71                    0         NAP            132         $400             98        $558              0          NAP
     75                    0         NAP             60         $475            141        $543              0          NAP
     85                    0         NAP             24         $895             36      $1,003              0          NAP
     96                    5        $944             50       $1,352             21      $1,649              0          NAP
     102                   0         NAP              0          NAP              0         NAP              0          NAP
     114                   0         NAP             88         $509             24        $652              0          NAP
     123                   0         NAP              0          NAP             24        $525             24         $625
     127                   0         NAP              0          NAP              0         NAP             25         $950


----------------------------------------------------------------------------------------------------
                        4 BEDROOM                  OTHER UNITS           TOTAL UNITS
                  ----------------------     -----------------------    --------------
  MORTGAGE            NO. OF    AVG RENT         NO. OF     AVG RENT            NO. OF       NO. OF
  LOAN NO.        UNITS/PADS     PER MO.     UNITS/PADS      PER MO.        UNITS/PADS    ELEVATORS
----------------------------------------------------------------------------------------------------

     10                    0         NAP              0          NAP               380            0
     10                    0         NAP              0          NAP               212            0
     10                    0         NAP              0          NAP               160            0
     10                    0         NAP              0          NAP               101            0
     10                    0         NAP              0          NAP                50            0
     13                    5      $4,765              0          NAP               124            2
     23                    0         NAP              4      $25,741               184            3
     30                    0         NAP              0          NAP               280            0
     33                    0         NAP              0          NAP               192            0
     34                    0         NAP              0          NAP               216            0
     35                    0         NAP              0          NAP               241            3
     41                    1        $640              0          NAP               495            0
     42                    0         NAP              0          NAP               304            0
     58                    0         NAP              0          NAP               144            0
     61                    0         NAP              0          NAP               272            0
     68                    0         NAP              0          NAP               304            0
     70                    0         NAP              0          NAP               180            0
     71                    0         NAP              0          NAP               230            0
     75                    0         NAP              0          NAP               201            0
     85                    0         NAP              0          NAP                60            0
     96                    0         NAP              0          NAP                76            1
     102                   0         NAP              0          NAP               102            0
     114                   0         NAP              0          NAP               112            0
     123                   0         NAP              0          NAP                48            0
     127                   0         NAP              0          NAP                25            0


---------------------------------------------------------------------------------------
                                    MANUFACTURED HOUSING COMMUNITY
                  ---------------------------------------------------------------------
  MORTGAGE           NO. OF               AVG RENT OF     GROSS            GROSS INCOME
  LOAN NO.        HOMESITES       HOMESITE PER MO. ($)   INCOME      FROM RV SITES ONLY
---------------------------------------------------------------------------------------

     10                 NAP                       NAP       NAP                     NAP
     10                 NAP                       NAP       NAP                     NAP
     10                 NAP                       NAP       NAP                     NAP
     10                 NAP                       NAP       NAP                     NAP
     10                 NAP                       NAP       NAP                     NAP
     13                 NAP                       NAP       NAP                     NAP
     23                 NAP                       NAP       NAP                     NAP
     30                 NAP                       NAP       NAP                     NAP
     33                 NAP                       NAP       NAP                     NAP
     34                 NAP                       NAP       NAP                     NAP
     35                 NAP                       NAP       NAP                     NAP
     41                 NAP                       NAP       NAP                     NAP
     42                 NAP                       NAP       NAP                     NAP
     58                 NAP                       NAP       NAP                     NAP
     61                 NAP                       NAP       NAP                     NAP
     68                 NAP                       NAP       NAP                     NAP
     70                 NAP                       NAP       NAP                     NAP
     71                 NAP                       NAP       NAP                     NAP
     75                 NAP                       NAP       NAP                     NAP
     85                 NAP                       NAP       NAP                     NAP
     96                 NAP                       NAP       NAP                     NAP
     102                102                      $335   $34,170                     NAP
     114                NAP                       NAP       NAP                     NAP
     123                NAP                       NAP       NAP                     NAP
     127                NAP                       NAP       NAP                     NAP


-----------------------------------------------------------------------
                        MULTIFAMILY WITH RETAIL OR COMMERCIAL SPACES
                      -------------------------------------------------
      MORTGAGE             GROSS           GROSS INCOME FROM COMMERCIAL
      LOAN NO.            INCOME                  OR RETAIL SPACES ONLY
-----------------------------------------------------------------------

     10                      NAP                                    NAP
     10                      NAP                                    NAP
     10                      NAP                                    NAP
     10                      NAP                                    NAP
     10                      NAP                                    NAP
     13                      NAP                                    NAP
     23              $11,302,864                             $1,235,564
     30                      NAP                                    NAP
     33                      NAP                                    NAP
     34                      NAP                                    NAP
     35                      NAP                                    NAP
     41                      NAP                                    NAP
     42                      NAP                                    NAP
     58                      NAP                                    NAP
     61                      NAP                                    NAP
     68                      NAP                                    NAP
     70                      NAP                                    NAP
     71                      NAP                                    NAP
     75                      NAP                                    NAP
     85                      NAP                                    NAP
     96                      NAP                                    NAP
     102                     NAP                                    NAP
     114                     NAP                                    NAP
     123                     NAP                                    NAP
     127                     NAP                                    NAP

                      [THIS PAGE INTENTIONALLY LEFT BLANK.]

APPENDIX IV
SIGNIFICANT LOAN SUMMARIES

--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 1 - FIRST STAMFORD
--------------------------------------------------------------------------------


               [4 PHOTOS OF MORTGAGE LOAN NO. 1 - FIRST STAMFORD]



                                      IV-1



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 1 - FIRST STAMFORD
--------------------------------------------------------------------------------


                  [MAP OF MORTGAGE LOAN NO. 1 - FIRST STAMFORD]



                                      IV-2


--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 1 - FIRST STAMFORD
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER:               PMCF

ORIGINAL BALANCE:                   $250,000,000

CUT-OFF DATE BALANCE:               $250,000,000

SHADOW RATING (FITCH/S&P):          NAP

LOAN PURPOSE:                       Refinance

FIRST PAYMENT DATE:                 August 5, 2007

INTEREST RATE:                      5.650%

AMORTIZATION:                       Interest only through July 5, 2012.
                                    Principal and interest payments of
                                    $1,443,089.47 beginning August 5, 2012
                                    through the maturity date.

ARD:                                NAP

HYPERAMORTIZATION:                  NAP

MATURITY DATE:                      July 5, 2017

EXPECTED MATURITY BALANCE:          $233,099,302

SPONSOR(S):                         Peter L. Malkin & Anthony E. Malkin

INTEREST CALCULATION:               Actual/360

CALL PROTECTION:                    Locked out until 25 months after the REMIC
                                    "start up" day, with U.S. Treasury
                                    defeasance thereafter. Prepayable with the
                                    greater of yield maintenance or 1 % anytime
                                    after July 5, 2011. Prepayable without a
                                    premium from and after May 6, 2017.


LOAN PER SF:                        $315.01


UP-FRONT RESERVES:                  RE Tax(1):                 $992,309

                                    TI/LC(1):                  $10,000,000

                                    Earnout(1):                $10,000,000


ONGOING RESERVES:                   RE Tax(1):                 $141,758


LOCKBOX:                            Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:             Single Asset

PROPERTIES TYPE:                    Office

PROPERTIES SUB-TYPE:                Suburban

LOCATION:                           Stamford, CT

YEAR BUILT/RENOVATED:               1984-1986 / NAP

PERCENT LEASED(2):                  98.7%

SQUARE FOOTAGE:                     793,624

THE COLLATERAL:                     Three suburban office buildings


OWNERSHIP INTEREST:                 Fee


PROPERTY MANAGEMENT:                W&M Properties of Connecticut, Inc.


3RD MOST RECENT NOI (AS OF):        $17,412,837 (2004)

2ND MOST RECENT NOI (AS OF):        $17,847,207 (2005)

MOST RECENT NOI (AS OF):            $18,369,592 (2006)

U/W NET OP. INCOME:                 $19,119,674

U/W NET CASH FLOW:                  $18,188,013

U/W OCCUPANCY:                      88.3%

APPRAISED VALUE:                    $364,000,000

CUT-OFF DATE LTV:                   68.7%

MATURITY DATE LTV:                  64.0%

DSCR:                               1.05x
--------------------------------------------------------------------------------

(1)   See "Escrows and Reserves" for specific details.

(2)   Percent Leased is based on the rent roll dated April 30, 2007.

THE FIRST STAMFORD LOAN

      THE LOAN. The largest loan (the "First Stamford Loan") as evidenced by the
Promissory Note is secured by a first priority fee Open-End Mortgage Deed and
Security Agreement, Assignment of Leases and Rents, and Fixture Filing
encumbering the 793,624 square foot suburban office property known as First
Stamford, located in Stamford, Connecticut (the "First Stamford Property"). The
First Stamford Loan was originated on June 15, 2007 by or on behalf of
Prudential Mortgage Capital Funding, LLC.

      THE BORROWER. The borrowers are First Stamford Place SPE L.L.C, Fairfax
First Stamford SPE L.L.C., and Merrifield First Stamford SPE L.L.C., all
Delaware limited liability companies (collectively, the "First Stamford
Borrower") that own no material asset other than the First Stamford Property and
related interests. The First Stamford Property is held in a condominium
ownership structure that consists of three units. Each unit corresponds to one
of the office buildings comprising the First Stamford Property, and each unit
holder also owns an undivided interest in the common areas. First Stamford Place
SPE L.L.C. and Fairfax First Stamford SPE L.L.C. collectively own the three
units as tenants-in-common with ownership interests of 37.64% and 62.36%,
respectively. Fairfax First Stamford SPE L.L.C. has subsequently leased its
tenant-in-common interest to Merrifield First Stamford SPE L.L.C. under a long
term master lease. The First Stamford Borrower is an affiliate of W&M Properties
and is controlled by Peter L. Malkin and Anthony E. Malkin, the sponsors of the
First



                                      IV-3

Stamford Loan. W&M Properties is a privately held family-based real estate
company founded in 1965 that specializes in several areas including
acquisitions, financing, equity raising, engineering, construction, marketing,
management, and accounting. The company controls approximately 8.5 million
square feet of commercial real estate and approximately 5,000 apartment units.
Peter L. Malkin is Chairman of W&M Properties and has over 50 years of real
estate acquisition, ownership, and operations experience. Anthony E. Malkin is
President of W&M Properties and has over 17 years of real estate acquisition,
management, construction, and marketing experience.

      THE PROPERTY. The First Stamford Property is located in Stamford,
Connecticut, at 100, 200, and 300 First Stamford Place. The First Stamford
Property is proximate to a regional transportation center and is located
approximately 25 miles northeast of New York City. The First Stamford Property
was originally constructed between 1984 and 1986 and has not undergone
significant subsequent renovation. It consists of a 322,846 square foot
seven-story office building, a 305,146 square foot seven-story office building,
and a 165,632 square foot four-story office building. There exists a total of
25,628 square feet dedicated to retail and other non-office use. The First
Stamford Property is situated on approximately 9.72 acres and includes 1,831
parking spaces. The First Stamford Borrower has no program in place for material
renovation, improvement or development of the First Stamford Property.

      GENERAL COMPETITIVE CONDITIONS. According to the appraisal, the First
Stamford Property's submarket has realized a declining vacancy rate, strong rent
growth, and positive net absorption in recent years. Primary competition for the
First Stamford Property consists of Metro Center, a 280,000 square foot
eight-story office building built in 1987 and located approximately one-half of
a mile from the First Stamford Property; Three Stamford Plaza, a 242,732 square
foot fifteen-story office building built in 1980 and located approximately 1.2
miles from the First Stamford Property; and Four Stamford Plaza, a 261,195
square foot fifteen-story office building built in 1979 and located
approximately 1.3 miles from the First Stamford Property. Additionally, one
370,000 square foot twelve-story office building located at 279 Atlantic Street,
approximately 1.0 mile from the First Stamford Property, is currently being
constructed in the First Stamford Property's submarket.

      The following table presents certain information relating to the major
tenants at the First Stamford Property:



------------------------------------------------------------------------------------------------------------------------------------
                                                                                          % OF TOTAL     ANNUALIZED
                                    CREDIT RATING                          ANNUALIZED      ANNUALIZED   UNDERWRITTEN
                                       (FITCH/       TENANT               UNDERWRITTEN    UNDERWRITTEN    BASE RENT       LEASE
        TENANT NAME(1)             MOODY'S/S&P)(2)    NRSF     % OF NRSF  BASE RENT ($)    BASE RENT    ($ PER NRSF)   EXPIRATION
------------------------------------------------------------------------------------------------------------------------------------

Legg Mason & Co., LLC(1)(3)          A-/A2/BBB+      222,432       28%      $8,872,955         34%         $39.89      09/30/2024(4)
Odyssey America Reinsurance         BB+/Baa3/BBB-    104,679       13%      $3,501,186         13%         $33.45      09/30/2022(5)
Elizabeth Arden, Inc.                 --/--/--        62,162        8%      $2,299,994          9%         $37.00       10/31/2011
The Thomson Corp. Delaware, Inc.      --/A3/A-        55,287        7%      $2,288,329          9%         $41.39       04/30/2019
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                               444,560       56%     $16,962,464         64%         $38.16
------------------------------------------------------------------------------------------------------------------------------------

Other Tenants(3)                         NAP         270,632       34%      $9,486,213         36%         $35.05        Various
Vacant Space(3)                          NAP          78,432       10%              $0          0%          $0.00          NAP
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                               793,624      100%     $26,448,677        100%         $33.33
------------------------------------------------------------------------------------------------------------------------------------


(1)   The tenant mix consists primarily of financial service and insurance
      firms. The largest tenant, Legg Mason & Co., LLC is a global asset
      management firm serving the institutional, mutual fund, and wealth
      management markets. The second largest tenant, Odyssey America
      Reinsurance, the principal operating subsidiary of Odyssey Re Holdings
      Corp., underwrites casualty, surety, and property treaty reinsurance, and
      facultative casualty reinsurance in the United States, Canada and Latin
      America.

(2)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

(3)   Numbers presented in the chart above for Legg Mason & Co., LLC, Other
      Tenants, and Vacant Space are underwritten numbers, as they consider near
      term tenant rollover as vacant space and certain anticipated leasing as
      in-place. These amounts differ from those presented on the rent roll dated
      April 30, 2007, which showed an overall occupancy for the First Stamford
      Property of 98.7% and 10,332 square feet of vacant space.

(4)   Legg Mason & Co., LLC has 150,249 square feet expiring on September 30,
      2024 and 72,183 square feet expiring on December 31, 2012. Of the 72,183
      square feet expiring on December 31, 2012, 19,771 square feet may be
      terminated on December 1, 2008. Additionally, Legg Mason & Co. has the
      option to terminate 30,000 square feet of non-specific contiguous space on
      up to two separate occasions and during two defined periods. The first
      30,000 square feet may be terminated in a period between September 30,
      2013 and September 30, 2016 and the second 30,000 square feet may be
      terminated in a period between September 30, 2018 and September 30, 2020.
      The tenant does not have any renewal options. Finally, Legg Mason & Co.
      has antenna rent of $18,000 expiring on September 30, 2010 and $7,200
      expiring on December 31, 2012.

(5)   Odyssey America Reinsurance has 101,619 square feet expiring on September
      30, 2022 and 3,060 square feet expiring on January 31, 2013. The tenant
      does not have any termination options and all of its space can be renewed
      on two separate occasions for a period of five years each. Also, tenant
      has a right of first offer for a specified 5,000 square foot space.

                                      IV-4




-----------------------------------------------------------------------------------------------------------------------------
                                                   LEASE ROLLOVER SCHEDULE

                                            AVERAGE
                   # OF                    BASE RENT     % OF TOTAL                     % OF TOTAL BASE     CUMULATIVE % OF
                  LEASES                    PER SF       SQUARE FEET    CUMULATIVE %    RENTAL REVENUES    TOTAL BASE RENTAL
      YEAR        ROLLING    ANNUAL RENT    ROLLING        ROLLING      OF SF ROLLING       ROLLING         REVENUES ROLLING
-----------------------------------------------------------------------------------------------------------------------------

     Vacant         12                $0     $0.00           10%             10%                0%                  0%
      2007           3                $0     $0.00            1%             11%                0%                  0%
      2008           8        $1,804,226    $37.27            6%             17%                7%                  7%
      2009           7        $1,232,202    $28.42            5%             23%                5%                 11%
      2010           5          $692,040    $39.98            2%             25%                3%                 14%
      2011          10        $3,898,999    $37.33           13%             38%               15%                 29%
      2012          11        $4,684,031    $39.39           15%             53%               18%                 47%
      2013           4          $605,500    $36.37            2%             55%                2%                 49%
      2014           1            $6,300       NAP            0%             55%                0%                 49%
      2015           1            $4,800     $2.91            0%             55%                0%                 49%
      2016           0                $0     $0.00            0%             55%                0%                 49%
 2017 & Beyond      15       $13,520,579     38.08           45%            100%               51%                100%
-----------------------------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
              HISTORICAL ANNUAL RENT PER SQUARE FOOT INFORMATION(1)
--------------------------------------------------------------------------------
   2004(2)                          2005(2)                        2006(2)
--------------------------------------------------------------------------------
   $32.86                           $33.58                         $34.00
--------------------------------------------------------------------------------

(1)   The effective annual rent based on base rent information provided by the
      First Stamford Borrower.

(2)   For the First Stamford Property as of year-end.

--------------------------------------------------------------------------------
                       HISTORICAL OCCUPANCY INFORMATION(1)

                     YEAR                          OCCUPANCY(2)
--------------------------------------------------------------------------------
                     2002                            100.0%
                     2003                             98.1%
                     2004                             97.4%
                     2005                             95.4%
                     2006                             98.7%
--------------------------------------------------------------------------------

(1)   Source: First Stamford Borrower.

(2)   For the First Stamford Property as of year-end.

      ESCROWS AND RESERVES. The First Stamford Borrower is required to escrow
1/12 of annual real estate taxes monthly. At closing, the First Stamford
Borrower deposited $10 million into a tenant improvements and leasing costs
("TI/LC") reserve to address future leasing costs. So long as no event of
default has occurred and is continuing, funds in the TI/LC reserve may be
released as reimbursement for tenant improvement and leasing commission costs.
In the event the First Stamford Borrower receives a fee in connection with the
termination of a lease, such fee will be deposited in the TI/LC reserve and
applied toward the leasing costs that may be incurred in connection with the
re-leasing of the terminated space. At closing, the First Stamford Borrower
deposited $10 million into an earnout reserve in connection with 53,000 square
feet of anticipated leasing. Funds in the earnout reserve will be released to
the First Stamford Borrower once the 53,000 square feet has been leased, rent
payments have commenced, and all other provisions in the loan documents have
been met.

      LOCKBOX AND CASH MANAGEMENT. A hard lockbox is in place with respect to
the First Stamford Loan. The lockbox will be in place until the First Stamford
Loan has been paid in full.

      PROPERTY MANAGEMENT. The First Stamford Property is managed by W&M
Properties of Connecticut, Inc., which is an affiliate of the First Stamford
Borrower. The management agreement is subordinate to the First Stamford Loan.

      MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Future mezzanine financing
is permitted during the term of the First Stamford Loan subject to certain terms
and conditions including, among others, (i) immediately following the closing of
such mezzanine loan, the aggregate principal balance of such mezzanine loan and
the First Stamford Loan will not result in a LTV ratio greater than 80%, (ii)
immediately following the closing of such mezzanine loan, the DSCR calculated
based on the combined amount of such mezzanine loan and the First Stamford Loan
will not be less than 1.10x, (iii) neither the First Stamford Borrower nor its
managing member will be a party to the mezzanine loan and the mezzanine loan
will not be secured by any of their respective property, including the First
Stamford Property, (iv) the execution of an acceptable intercreditor agreement
(with respect to such mezzanine loan), and (v) a written confirmation from the
Rating Agencies that such mezzanine loan will not result in a downgrade,
withdrawal, or qualification of the ratings assigned to the offered
certificates.



                                      IV-5


      ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

      RELEASE OF PARCELS. Not allowed.

      TERRORISM COVERAGE. The First Stamford Borrower is required, in accordance
with the related loan documents, to maintain insurance against perils and acts
of terrorism, provided that such insurance is available and that the total
annual premium payable by the First Stamford Borrower does not exceed $135,000
per year. If the cost of such insurance is greater than $135,000, the First
Stamford Borrower is required to obtain the maximum coverage available for acts
of terrorism as may be obtained for $135,000. The $135,000 cap may be increased
annually by a percentage equal to the increase in the "Consumer Price Index"
from the previous year.

      Certain additional information regarding the First Stamford Loan and the
First Stamford Property is set forth on Appendix II hereto.



                                      IV-6


--------------------------------------------------------------------------------
                   MORTGAGE LOAN NO. 2 - HILTON WASHINGTON DC
--------------------------------------------------------------------------------


            [5 PHOTOS OF MORTGAGE LOAN NO. 2 - HILTON WASHINGTON DC]



                                      IV-7


--------------------------------------------------------------------------------
                   MORTGAGE LOAN NO. 2 - HILTON WASHINGTON DC
--------------------------------------------------------------------------------


               [MAP OF MORTGAGE LOAN NO. 2 - HILTON WASHINGTON DC]



                                      IV-8


--------------------------------------------------------------------------------
                   MORTGAGE LOAN NO. 2 - HILTON WASHINGTON DC
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER                PMCF

ORIGINAL BALANCE(1):                $215,000,000

CUT-OFF DATE BALANCE(1):            $215,000,000

SHADOW RATING (FITCH/S&P):          NAP

LOAN PURPOSE:                       Acquisition

FIRST PAYMENT DATE:                 July 5, 2007

INTEREST RATE:                      5.779%

AMORTIZATION:                       Interest Only

ARD:                                NAP

HYPERAMORTIZATION:                  NAP

MATURITY DATE:                      June 5, 2012

EXPECTED MATURITY BALANCE:          $215,000,000

SPONSOR(S):                         Lowe Enterprises, Inc.

INTEREST CALCULATION:               Actual/360

CALL PROTECTION:                    Locked out for two years after which the
                                    loan may be prepaid at the greater of Yield
                                    Maintenance or 1% of the principal amount
                                    being prepaid. Prepayable without a premium
                                    from and after March 6, 2012.

LOAN PER ROOM(1):                   $192,136


UP-FRONT RESERVES:                  RE Tax:                       $1,464,172


ONGOING RESERVES:                   RE Tax:                       $366,043/month

                                    Insurance(2):                 Springing

                                    FF&E(2):                      $228,283/month

                                    Interest Reserve(2):          Variable

                                    Cap-Ex Reserve(2):            Springing

                                    Additional Interest           Springing
                                    Reserve(2):

                                    Cash Collateral Reserve(2):   Springing

                                    Security Deposit Reserve(2):  Springing

LOCKBOX:                            Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:             Single Asset

PROPERTY TYPE:                      Hospitality

PROPERTY SUB-TYPE:                  Full Service

LOCATION:                           Washington, DC

YEAR BUILT/RENOVATED:               1965/NAP

PERCENT LEASED(3):                  73.4%

NUMBER OF ROOMS:                    1,119

THE COLLATERAL:                     A full service hotel located in Washington,
                                    DC

OWNERSHIP INTEREST:                 Fee


PROPERTY MANAGEMENT:                Hilton Hotels Corporation


3RD MOST RECENT NOI (AS OF):        $25,318,046 (2005)

2ND MOST RECENT NOI (AS OF):        $23,998,380 (2006)

MOST RECENT NOI (AS OF):            $25,452,940 (T-12 03/31/2007)

U/W NET OP. INCOME:                 $25,388,803

U/W NET CASH FLOW:                  $22,642,268

U/W OCCUPANCY:                      73.4%

APPRAISED VALUE:                    $291,000,000

CUT-OFF DATE LTV(1)(4):             73.9%

MATURITY DATE LTV(1)(4):            73.9%

DSCR(1)(5):                         1.80x
--------------------------------------------------------------------------------

(1)   The subject $215,000,000 loan represents the senior portion (the "A-Note")
      of a potential $325,600,000 maximum first mortgage debt. The
      original/current principal balances of the four subordinate notes are
      $4,875,678, $1,312,161, $656,080.50 and $656,080.50, respectively, and are
      subject to increase via subsequent fundings by the lender to cover
      renovation expenditures in an amount equal to 75% of incurred costs up to
      a maximum per note of $71,900,000, $19,350,000, $9,675,000 and $9,675,000,
      respectively. All Loan per Room, LTV and DSCR numbers in this table are
      based on the $215,000,000 A-Note. See "The Loan" and "Additional
      Indebtedness" herein for additional information.

(2)   See "Escrows and Reserves" for more details.

(3)   Represents the trailing twelve-month average occupancy rate, based on the
      borrower financials, as of March 31, 2007.

(4)   The Cut-off Date LTV and Maturity Date LTV of the $325,600,000 maximum
      potential first mortgage debt are each 69.9% based on the "Stabilized"
      appraised value of $466,000,000 (as of March 1, 2011). The "Stabilized"
      value assumes the planned renovations are complete and utilizes an ADR of
      $239.30 and occupancy of 72.0%.

(5)   The DSCR is based solely on the A-Note. The DSCR based on the $325,600,000
      maximum potential first mortgage debt is 1.05x (assuming a LIBOR of 5.50%
      at all times with respect to the four subordinate notes).

THE HILTON WASHINGTON DC LOAN

      THE LOAN. The second largest loan as evidenced by the $215,000,000
Promissory Note (the "Hilton Washington DC Loan" or the "A-Note") is the senior
fixed rate portion of a maximum $325,600,000 first mortgage loan (the "Hilton
Washington DC Loan Group"). The remaining portions of the Hilton Washington DC
Loan Group consists of (i) a subordinate floating rate loan in the maximum
principal amount of $71,900,000 (the "B Floating Rate Note"), (ii) a subordinate
floating rate loan in the maximum principal amount of $19,350,000 (the "C-1
Floating Rate Note"), (iii) a subordinate floating rate loan in the maximum
principal amount of $9,675,000 (the "C-2 Floating Rate Note"), and (iv) a
subordinate floating rate loan in the maximum principal amount of $9,675,000
(the "C-3 Floating Rate Note"). The current outstanding principal balance of the
B Floating Rate Note is $4,875,678; the current outstanding principal balance of
the C-1 Floating Rate Note is $1,312,161; the current outstanding principal
balance of the C-2 Floating Rate Note is $656,080.50; and the current
outstanding principal balance of the C-3 Floating Rate Note is $656,080.50. All
five notes are secured by a Deed of Trust, Assignment of



                                      IV-9


Leases and Rents and Security Agreement and Fixture Filing (the "Hilton
Washington DC Mortgage") encumbering a full-service hotel known as Hilton
Washington DC, located in Washington, District of Columbia (the "Hilton
Washington DC Property"). The Hilton Washington DC Loan was originated on May
30, 2007 by or on behalf of Prudential Mortgage Capital Funding, LLC.

      THE BORROWER. The borrower is CJUF II Destination Hotel LLC, a Delaware
limited liability company (the "Hilton Washington DC Borrower") that owns no
material asset other than the Hilton Washington DC Hotel Property and related
interests. The Hilton Washington DC Borrower is a joint venture between an
entity controlled by Lowe Enterprises, Inc. (the "Hilton Washington DC Loan
Sponsor") and Canyon-Johnson Urban Fund II LP. The Hilton Washington DC Loan
Sponsor is a national real estate investment, development and management firm.
Over the past 35 years, the Hilton Washington DC Loan Sponsor has developed,
acquired or managed more than $8.5 billion of real estate assets nationwide.
Through its investment management affiliate, Hilton Washington DC Loan Sponsor
manages in excess of $3 billion of real estate assets on behalf of investment
clients. Canyon-Johnson Urban Fund II LP is a special purpose closed-end real
estate fund focused solely on the revitalization of urban properties in
underserved neighborhoods. The Hilton Washington DC Loan Sponsor is required to
maintain a net worth of no less than $40,000,000 for the term of the Hilton
Washington DC Loan.

      THE PROPERTY. The Hilton Washington DC Property is located in Washington,
DC at 1919 Connecticut Avenue. The Hilton Washington DC Property was originally
constructed in 1965 and consists of two joined curved towers containing 1,119
guestrooms. As currently configured, the Hilton Washington DC Property has
109,002 square feet of meeting/banquet space (including the 35,815 square foot
International Ballroom and 45,000 square feet of exhibit hall space), six food
and beverage outlets with aggregate seating capacity of 766, a business center,
a concierge lounge, a gift shop, a jewelry store, an outdoor pool and wading
area, a fitness center and spa, three tennis courts and two subterranean parking
levels with 385 spaces.

      A comprehensive renovation is planned for 2007-2010, which is expected to
cost approximately $131.3 million. The renovation work would seek to improve the
interior quality of the hotel guestrooms, upgrade the meeting facilities,
replace the elevators, renovate the fitness center and pool area, and create
additional parking. Although the renovations contemplate the removal of
approximately 14,500 square feet of existing guest rooms from the collateral, a
reconfiguration of the remaining hotel rooms is planned such that the room count
will only be decreased by 5 to 15 guestrooms. Planned guestroom renovations
include replacement of soft goods and most case goods, new carpet, wall vinyl,
draperies, plumbing, air-conditioning units, and full bathroom renovation.



-----------------------------------------------------------------------------------------------------------
                          SUBJECT AND MARKET HISTORICAL OCCUPANCY, ADR, REVPAR(1)

                COMPETITIVE SET                  SUBJECT PROPERTY                 PENETRATION FACTOR

          PERCENT                         PERCENT                           PERCENT
 YEAR     LEASED      ADR      REVPAR     LEASED       ADR       REVPAR     LEASED        ADR       REVPAR
-----------------------------------------------------------------------------------------------------------

 2002      65.5%    $157.67    $103.23     65.3%     $157.10     $102.63      99.7%       99.6%      99.4%
 2003      69.2%    $157.52    $109.08     64.2%     $162.41     $104.34      92.8%      103.1%      95.7%
 2004      69.0%    $167.10    $115.38     71.7%     $160.08     $114.77     103.8%       95.8%      99.5%
 2005      73.1%    $184.98    $135.19     74.4%     $169.63     $126.26     101.8%       91.7%      93.4%
 2006      71.6%    $186.18    $133.22     71.5%     $176.88     $126.47      99.9%       95.0%      94.9%
-----------------------------------------------------------------------------------------------------------


(1)   The above table is based on data provided by STR Reports as of January
      2005 and January 2007. The Competitive Set includes the following hotels:
      Hilton Washington DC Property (the subject), Marriott Wardman Park, Omni
      Shoreham Hotel, Hyatt Regency Washington, and the Renaissance Washington
      DC Hotel.

      MARKET. According to the information in the appraisal performed in
connection with the origination of the Hilton Washington DC Loan, the Hilton
Washington DC Property is located in the Northwest Washington DC market area
within the Washington-Arlington-Alexandria, DC-VA-MD-WV MSA. The appraiser
further reports that the Hilton Washington DC Property's primary competitors
include the 1,332-room Marriott Wardman Park and the 834-room Omni Shoreham,
both located in Washington, DC. As reported in the appraisal, for the year
ending December 31, 2006, the primary competition (including the Hilton
Washington DC Property) achieved an overall occupancy of 68.3% at an average
rate of $183.69, yielding a RevPAR of $125.43. The appraiser also identified two
properties that are under development in the Washington DC area: the 2,000-room
Gaylord National in Prince George County and the 1,500-room Marriott Convention
Center in Washington, DC.

      ESCROWS AND RESERVES. The Hilton Washington DC Borrower is required to
escrow monthly 1/12 of annual real estate taxes. The amount shown under the
"Loan Information" table above is the current monthly collection. The Hilton
Washington DC Borrower is also required to escrow monthly 1/12 of the estimated
insurance premiums due, which obligation will commence upon the Hilton
Washington DC Borrower's failure to maintain an adequate blanket insurance
policy with respect to the Hilton Washington DC Property is maintained.

      The Hilton Washington DC Borrower is required to deposit monthly into a
FF&E reserve an amount equal to the excess of (1) the greater of (i) 3% of gross
revenue (increasing to 4% following the end of the first operating year after
the operating year in which the work described in the property improvement plan
is completed); and (ii) the amount required to be reserved in respect of FF&E
pursuant to the management agreement, over (2) the monthly amount then being
deposited in the capital renewals account under the management agreement. The
current monthly collection as shown in the "Loan Information" table above is
$228,283. The Hilton Washington DC Borrower will be entitled to reimbursement
for eligible FF&E expenditures, capital improvements and the renovation work
upon satisfaction of certain conditions set forth in the Hilton Washington DC
Loan documents.



                                     IV-10


      Prior to the Renovation Completion Date (as defined below), the interest
reserve account will be funded from the cash management account (to the extent
there are sufficient funds therein and after funding of certain other reserves)
pursuant to the cash management agreement. Subject to certain conditions set
forth in the Hilton Washington DC Loan documents, from September 1, 2007,
through and including the Renovation Completion Date, if (i) the balance in the
interest reserve account is less than or equal to $5 million and (ii) there is
an Interest Reserve Shortfall (as defined below), then the Hilton Washington DC
Borrower will promptly deposit the Interest Reserve Shortfall Amount (as defined
below) into the interest reserve account. If the sum of all amounts previously
deposited into the interest reserve account has not yet exceeded $6,200,000, the
Hilton Washington DC Borrower will fund 25% of each Interest Reserve Shortfall
Amount and the holders of the B Floating Rate Note, C-1 Floating Rate Note, C-2
Floating Rate Note and C-3 Floating Rate Note (such holders, the "Junior
Holders") will either (a) on June 5, 2010, advance the remaining 75% of the
Interest Reserve Shortfall Amount into the interest reserve account (provided
that the Junior Holders will in no event be required to advance more than the
lesser of (i) the maximum principal amount of their respective subordinate notes
or (ii) $4,650,000 in the aggregate into the interest reserve account), or (b)
after June 5, 2010, transfer the remaining 75% of the Interest Reserve Shortfall
Amount from the additional interest reserve account into the interest reserve
account. If the amount of all sums previously deposited by the Hilton Washington
DC Borrower and Junior Holders into the interest reserve account is $6,200,000
or more, Hilton Washington DC Borrower will be obligated to deposit 100% of any
additional Interest Reserve Shortfall Amount into the interest reserve account.
Prior to the Renovation Completion Date, interest payments will be funded from
the interest reserve account.

      "Renovation Completion Date" means the date on which the lender determines
in its reasonable discretion that both (a) the completion of the renovation work
has occurred and (b) the Hilton Washington DC Property has achieved a DSCR of at
least 1.15x (based on the Hilton Washington DC Loan Group).

      "Interest Reserve Shortfall" means the lender's determination that there
is an amount (the "Interest Reserve Shortfall Amount") equal to the excess of
(A) debt service from the date of calculation until the first date that the
lender reasonably estimates the Hilton Washington DC Property will achieve and
thereafter maintain a DSCR of at least 1.00x (based on the then current
principal balance of the Hilton Washington DC Loan Group and amounts expected to
be advanced by the Junior Holders), over (B) the sum of (i) the balance of the
interest reserve account plus (ii) forecasted net cash flow until the first date
that the lender reasonably estimates the Hilton Washington DC Property will
achieve and thereafter maintain a DSCR of at least 1.0x for a trailing one month
period.

      If the Hilton Washington DC Borrower has not met the conditions set forth
in the Hilton Washington DC Loan documents for the final advances by the Junior
Holders by June 5, 2010, and there remain any sums un-advanced by the Junior
Holders, such remaining amount of the B Floating Rate Note, the C-1 Floating
Rate Note, the C-2 Floating Rate Note and the C-3 Floating Rate Note combined
will be funded into the cap-ex reserve account and the additional interest
reserve account. The portion of such amount funded into the additional interest
reserve account will be the excess of (x) $4,650,000 over (y) the sum of all
amounts previously funded by the Junior Holders into the interest reserve
account.

      After a Trigger Event (as defined below) other than an event of default
under the Hilton Washington DC Loan, all amounts on deposit in the cash
management account (after payment of debt service and certain other reserves),
will be deposited into the cash collateral reserve account. As more particularly
set forth in the Hilton Washington DC Loan documents, amounts on deposit in the
cash collateral reserve account may be used by the Junior Holders to prepay
their subordinate notes.

      "Trigger Event" means the occurrence of any of the following: (1) an event
of default under the Hilton Washington DC Loan, (2) if completion of the
renovation, as reasonably determined by the lender, has not occurred on or prior
to December 5, 2010; provided, however, that if the lender determines that
certain conditions have been met, then the lender will, in the lender's
reasonable discretion, extend the deadline for purposes of this definition to
June 5, 2011, or (3) anytime after June 5, 2011 that the Hilton Washington DC
Property fails to maintain a DSCR of 1.21x (based on the Hilton Washington DC
Loan Group); provided, however, that the Hilton Washington DC Borrower may avoid
this trigger by prepaying that portion of the Hilton Washington DC Loan (or
delivering a letter of credit in the same amount) which, after giving effect to
such prepayment would result in a DSCR greater than 1.21x.

      All security deposits under material leases will be held by the Hilton
Washington DC Borrower in accordance with the terms of the applicable lease. The
Hilton Washington DC Borrower will, upon the lender's request during the
continuance of an event of default under the Hilton Washington DC Loan deliver
to the lender such security deposits (and any interest theretofore earned
thereon) to be held by the lender in the security deposit reserve account.

      LOCKBOX AND CASH MANAGEMENT. All gross revenues (including credit card
receipts) from the Hilton Washington DC Property are remitted to the property
manager's operating account. At present and so long as the property management
agreement remains in effect, substantially all of the gross revenues are paid to
and received by the property manager. The operating account is subject to the
control of the lender, provided, however, the property manager has full access
to the operating account and is the sole party authorized to access, withdraw,
or transfer items from the operating account in accordance with the management
agreement and manager's subordination and non-disturbance agreement. A hard
lockbox is in place with respect to the Hilton Washington DC Loan into which the
property manager is required to deposit all amounts due to the Hilton Washington
DC Borrower pursuant to the property management agreement. Prior to the
Renovation Completion Date and after the Renovation Completion Date, if a
Trigger Event has occurred and not been cured, funds in the lockbox will be
swept on a daily basis to the lender's cash management account. After the



                                     IV-11


Renovation Completion Date and prior to a Trigger Event, funds in the lockbox
will be available for withdrawal by the Hilton Washington DC Borrower. The
lockbox will be in place until the Hilton Washington DC Loan has been paid in
full.

      PROPERTY MANAGEMENT. The Hilton Washington DC Property is managed by
Hilton Hotels Corporation.

      MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

      ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). The Hilton
Washington DC Mortgage also secures (i) the B Floating Rate Note with an
original principal balance of $4,875,678, (ii) the C-1 Floating Rate Note with
an original principal balance of $1,312,161, (iii) the C-2 Floating Rate Note
with an original principal balance of $656,080.50 and (iv) the C-3 Floating Rate
Note with an original principal balance of $656,080.50. Only the A-Note is
included in the trust. The combined aggregate original principal balance of the
A-Note, the B Floating Rate Note, the C-1 Floating Rate Note, the C-2 Floating
Rate Note and the C-3 Floating Rate Note is $222,500,000, which is subject to
increase via subsequent fundings by Junior Holders to cover renovation
expenditures in an amount equal to 75% of the Hilton Washington DC Borrower's
incurred costs up to a maximum of $103,100,000 in subsequent fundings. The
combined aggregate maximum principal balance of the A-Note, B Floating Rate
Note, the C-1 Floating Rate Note, the C-2 Floating Rate Note and the C-3
Floating Rate Note is $325,600,000. The Hilton Washington DC Loan Group matures
on June 5, 2012. See table below for additional loan terms. The Junior Holders
will have various consent rights with respect to material servicing decisions, a
right to appoint or replace the special servicer under certain conditions, a
right to cure defaults and an option to purchase the A-Note under certain
circumstances. For more information with respect to these rights, see
"Description of the Mortgage Pool-Pari Passu, Subordinate and/or Other
Financing-Split Loan Structures-Hilton Washington DC Loan Group" in the
Prospectus Supplement. The B Floating Rate Note is currently held by The
Prudential Insurance Company of America. The C-1 Floating Rate Note is currently
held by PMCF, while the C-2 Floating Rate Note and the C-3 Floating Rate Note
are currently held by Merrill Lynch Capital, a Division of Merrill Lynch
Business Financial Services Inc.

      The Junior Holders are permitted to transfer their notes and the related
future funding obligations to qualified transferees that meet certain asset
tests and that, in the case of a transfer of the funding obligation, have a
rating of at least "A-" by S&P, and "A3" by Moody's.

      Upon the sale of any such notes to such a qualified transferee, neither
The Prudential Insurance Company of America, PMCF nor Merrill Lynch Capital, a
Division of Merrill Lynch Business Financial Services Inc., will have such
obligation any longer.



------------------------------------------------------------------------------------------------------------------------------------
                                                                    MAXIMUM POTENTIAL
                 LOAN TYPE                     ORIGINAL BALANCE          BALANCE          AMORTIZATION          INTEREST RATE(1)
------------------------------------------------------------------------------------------------------------------------------------

Senior A-Note        A-Note                     $215,000,000.00      $215,000,000.00      Interest Only              5.779%
------------------------------------------------------------------------------------------------------------------------------------
Subordinate B-Note   B Floating Rate Note         $4,875,678.00       $71,900,000.00      Interest Only     One month LIBOR + 2.200%
------------------------------------------------------------------------------------------------------------------------------------
                     C-1 Floating Rate Note       $1,312,161.00       $19,350,000.00      Interest Only     One month LIBOR + 3.150%
                     ---------------------------------------------------------------------------------------------------------------
Subordinate C-Note   C-2 Floating Rate Note         $656,080.50        $9,675,000.00      Interest Only     One month LIBOR + 3.150%
                     ---------------------------------------------------------------------------------------------------------------
                     C-3 Floating Rate Note         $656,080.50        $9,675,000.00      Interest Only     One month LIBOR + 3.150%
------------------------------------------------------------------------------------------------------------------------------------
            TOTAL                               $222,500,000.00      $325,600,000.00
------------------------------------------------------------------------------------------------------------------------------------


(1)   The LIBOR component of the B Floating Rate Note and the C-1, C-2, C-3
      Floating Rate Notes is capped at 6.5% per annum, which rate cap is
      effective through May 5, 2012.

      The Hilton Washington DC Borrower may request the B Floating Rate Note,
the C-1 Floating Rate Note, the C-2 Floating Rate Note and the C-3 Floating Rate
Note advances (but not more frequently than once per calendar month and not more
than 36 disbursements), and the maximum aggregate principal amount of the
proceeds advanced will not exceed the lesser of (x) (i) $67,024,322 for the B
Floating Rate Note, (ii) $18,037,839 for the C-1 Floating Rate Note, (iii)
$9,018,919 for the C-2 Floating Rate Note and (iv) $9,018,919 for the C-3
Floating Rate Note, as applicable, or (y) 75% of the actual total costs of the
renovation work as set forth in the mortgage loan documents. Subsequent advances
will be funded in accordance with the mortgage loan documents, and will be made
pro-rata from each of the B Floating Rate Note, C-1 Floating Rate Note, C-2
Floating Rate Note and C-3 Floating Rate Note based on the then outstanding
balances of the B Floating Rate Note, C-1 Floating Rate Note, C-2 Floating Rate
Note and C-3 Floating Rate Note. The final disbursements of the B Floating Rate
Note, the C-1 Floating Rate Note, the C-2 Floating Rate Note and the C-3
Floating Rate Note will in no event be later than June 5, 2010. In addition, the
Hilton Washington DC Loan Sponsor entered into a completion guaranty in favor of
the lender.

      The obligation to fund any future advances required under the Hilton
Washington DC Loan will be the sole obligation of the related Junior Holder and
neither the Trust (nor the Master Servicer, Special Servicers or Trustee) will
be liable for making any future advances or for paying any fees, costs or
expenses relating to such advances. Pursuant to the related A/B/C Co-Lender
Agreement, in the event that the Trust is named as a party to any litigation by
the borrower with respect to any future funding obligation of any Junior Holder
and it has been finally judicially determined in such litigation that such
Junior Holder has breached its future funding obligation, such Junior Holder
will be required to indemnify the Trust against any and all losses and
liabilities incurred by the Trust in connection with such litigation that would
otherwise result in any losses, except to the extent that it is finally
judicially determined that any such losses and liabilities resulted primarily
from the bad faith or willful misconduct of the Trust, provided that such Junior
Holder will not be liable for (i)



                                     IV-12


any such losses and liabilities which arise out of or result from any failure by
the Hilton Washington DC Borrower to make payments under the Hilton Washington
DC Loan or to otherwise perform its obligations under the Hilton Washington DC
Loan other than those losses that directly arise out of or result from a breach
of a future funding obligation or (ii) for any indirect, special, incidental,
consequential or punitive damages asserted by the Trust.

      In addition, the Hilton Washington DC Borrower is permitted to incur debt
from the Hilton Washington DC Loan Sponsor (or any of the Hilton Washington DC
Borrower's direct or indirect owners), provided that such debt is unsecured, is
expressly subordinate to the Hilton Washington DC Loan, is in an amount not to
exceed $10,000,000, provides by its terms that such lender will not be entitled
to receive any debt service payments after the occurrence and during the
continuance of an event of default under the Hilton Washington DC Loan and is
payable only out of, and to the extent of, net cash flow after debt service.
Furthermore, each member of the Hilton Washington DC Borrower is permitted to
incur debt from the Hilton Washington DC Loan Sponsor (or any of the Hilton
Washington DC Borrower's direct or indirect owners), provided that such debt is
unsecured, is expressly subordinate to the Hilton Washington DC Loan, is in an
amount not to exceed $10,000,000, provides by its terms that such lender will
not be entitled to receive any debt service payments after the occurrence and
during the continuance of an event of default under the Hilton Washington DC
Loan and is only payable out of, and to the extent of, net cash flow after debt
service. The permitted debt described in this paragraph, together with permitted
capital leases and trade payables, may not exceed 4% of the then outstanding
principal balance of the Hilton Washington DC Loan Group.

      RELEASE OF PARCELS. The Hilton Washington DC Borrower may obtain a release
of approximately 1.98 acres of land and approximately 59,500 square feet of
hotel space, consisting of approximately 14,500 square feet of existing guest
rooms and the 45,000 square foot existing exhibit hall (the "Release Parcel"),
provided the Hilton Washington DC Borrower satisfies certain conditions,
including, but not limited to: (i) payment of an amount equal to the greater of
(a) the sum of $9,750,000 and the product of (x) $282,261 and (y) the
anticipated net decrease in the number of hotel rooms at the Hilton Washington
DC Property after giving effect to both the release and the completion of the
work or (b) if the Release Parcel is being sold other than to an affiliate of
the borrower, 75% of the net sales price, after reasonable closing costs, of the
Release Parcel, (ii) satisfaction of the prepayment provisions of the loan
documents, (iii) the anticipated net decrease in the number of hotel rooms at
the property following the release and completion of the work will not exceed
fifteen rooms, (iv) the Hilton Washington DC Borrower agrees to materially
reconstruct the swimming pool, pool deck and exhibit hall at the Hilton
Washington DC Property within a reasonable time after the release, (v) the
Hilton Washington DC Borrower agrees to construct a new junior ballroom which
may be at the Release Parcel so long as Hilton Washington DC Borrower's and
lender's rights in such portion of the Release Parcel are satisfactory to lender
and (vi) the lender receives an opinion of counsel regarding the continued
qualification of the trust fund as a REMIC.

      TERRORISM COVERAGE. The Hilton Washington DC Borrower is required, in
accordance with the related loan documents, to maintain insurance against perils
and acts of terrorism, provided that if the Terrorism Risk Insurance Act of
2002, as amended, is no longer in effect, the Hilton Washington DC Borrower is
only required to purchase as much terrorism insurance as may be obtained for a
premium equal to $450,000 per annum.

      Certain additional information regarding the Hilton Washington DC Loan and
the Hilton Washington DC Property is set forth on Appendix II hereto.



                                     IV-13







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                                     IV-14


--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 3 - 717 TEXAS AVENUE
--------------------------------------------------------------------------------


              [2 PHOTOS OF MORTGAGE LOAN NO. 3 - 717 TEXAS AVENUE]



                                     IV-15


--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 3 - 717 TEXAS AVENUE
--------------------------------------------------------------------------------


                 [MAP OF MORTGAGE LOAN NO. 3 - 717 TEXAS AVENUE]



                                     IV-16


--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 3 - 717 TEXAS AVENUE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER:               PCF II

ORIGINAL BALANCE:                   $160,000,000

CUT-OFF DATE BALANCE:               $160,000,000

SHADOW RATING (FITCH/S&P):          NAP

LOAN PURPOSE:                       Refinance

FIRST PAYMENT DATE:                 August 1, 2007

INTEREST RATE:                      6.345%

AMORTIZATION:                       Interest Only

ARD:                                NAP

HYPERAMORTIZATION:                  NAP

MATURITY DATE:                      July 1, 2017

EXPECTED MATURITY BALANCE:          $160,000,000

SPONSOR(S):                         Hines Interests Limited Partnership

INTEREST CALCULATION:               Actual/360

CALL PROTECTION:                    Locked out until 2 years after the REMIC
                                    "start-up" day, with U.S. Treasury
                                    defeasance or the payment of the greater of
                                    Yield Maintenance or 1% of the principal
                                    balance thereafter. Prepayable without a
                                    premium from and after April 1, 2017.


LOAN PER SF:                        $229.75


UP-FRONT RESERVES:                  None


ONGOING RESERVES:                   RE Tax(1):              Springing

                                    Insurance(1):           Springing

                                    TI/LC(1):               Springing


LOCKBOX:                            Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:             Single Asset

PROPERTY TYPE:                      Office

PROPERTY SUB-TYPE:                  Urban

LOCATION:                           Houston, TX

YEAR BUILT/RENOVATED:               2003 / NAP

PERCENT LEASED(2):                  100.0%

SQUARE FOOTAGE:                     696,421

THE COLLATERAL:                     33-story office building

OWNERSHIP INTEREST:                 Fee


PROPERTY MANAGEMENT:                Hines Interests Limited Partnership


3RD MOST RECENT NOI (AS OF):        NAP

2ND MOST RECENT NOI (AS OF):        $8,291,513  (2005)

MOST RECENT NOI (AS OF):            $11,833,371 (2006)

U/W NET OP. INCOME:                 $13,539,615

U/W NET CASH FLOW:                  $12,703,906

U/W OCCUPANCY:                      93.3%

APPRAISED VALUE:                    $235,500,000

CUT-OFF DATE LTV:                   67.9%

MATURITY DATE LTV:                  67.9%

DSCR:                               1.23x
--------------------------------------------------------------------------------

(1)   See "Escrow and Reserves" for specific details.

(2)   Percent Leased is based on the rent roll dated June 28, 2007.

THE 717 TEXAS AVENUE LOAN

      THE LOAN. The third largest loan (the "717 Texas Avenue Loan") as
evidenced by the Promissory Note (the "717 Texas Avenue Note") is secured by a
first priority fee Deed of Trust, Assignment of Leases and Rents, and Security
Agreement (the "717 Texas Avenue Mortgage") encumbering the 696,421 square foot
office building known as 717 Texas Avenue, located in Houston, Texas (the "717
Texas Avenue Property"). The 717 Texas Avenue Loan was originated on June 28,
2007 by or on behalf of Principal Commercial Funding II, LLC.

      THE BORROWER. The borrower is Block 59 Limited Partnership, a Texas
limited partnership (the "717 Texas Avenue Borrower") that owns no material
asset other than the 717 Texas Avenue Property and related interests. The 717
Texas Avenue Borrower is owned by Block 59 GP LLC (0.1%) and 717 Texas, LP
(99.9%). 717 Texas, LP is owned by Hines 717 Texas Associates LP (29.97%) and PL
Block 59 Partners, Ltd (69.93%).

      THE PROPERTY. The 717 Texas Avenue Property is located in Houston, Texas
at the corner of Texas Avenue and Milam Street. The 717 Texas Avenue Property is
located in the northeast quadrant of the Houston CBD, within walking distance of
Minute Maid Park. The 717 Texas Avenue Property is located adjacent to Houston's
Theatre District, historic Market Square, and the Lancaster Hotel. I-10 and I-45
connect less than one mile away just north of the 717 Texas Avenue Property. The
717 Texas Avenue Property was constructed in 2003. It consists of a 696,421
square foot, 33-story office building and parking garage. The 717 Texas Avenue
Property is situated on approximately 1.1 acres and includes 900 parking spaces
in a 10 level parking garage. Amenities at the 717 Texas Avenue Property



                                     IV-17


include manned security 24/7, proximity security card reader system, tunnel
system access, video surveillance, and ground level retail and food service. The
717 Texas Avenue Property has earned LEED (Leadership In Energy and
Environmental Design) Certification.

      The following table presents certain information relating to the major
tenants at the 717 Texas Avenue Property:



------------------------------------------------------------------------------------------------------------------------------------
                                                                       ANNUALIZED      % OF TOTAL       ANNUALIZED
                           CREDIT RATING                              UNDERWRITTEN     ANNUALIZED      UNDERWRITTEN
                              (FITCH/        TENANT                    BASE RENT      UNDERWRITTEN       BASE RENT        LEASE
      TENANT NAME         MOODY'S/S&P)(1)     NRSF      % OF NRSF         ($)           BASE RENT      ($ PER NRSF)    EXPIRATION
------------------------------------------------------------------------------------------------------------------------------------

Calpine Central, LP(2)        --/--/--       221,833        32%         $5,505,895         41%             $24.82       12/13/2013
Conoco Phillips Company       --/A1/A-       284,463        41%         $4,213,487         31%             $14.81       06/30/2015
Jones Day                     --/--/--        54,661         8%         $1,471,474         11%             $26.92       03/10/2019
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                       560,957        81%        $11,190,856         83%             $19.95
------------------------------------------------------------------------------------------------------------------------------------

Other Tenants                 Various        135,271        19%         $2,288,551         17%             $16.92         Various
Vacant Space                    NAP              193         0%                 $0          0%              $0.00           NAP
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                       696,421       100%        $13,479,407        100%             $19.36
------------------------------------------------------------------------------------------------------------------------------------


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

(2)   The tenant is currently involved in a Chapter 11 bankruptcy proceeding.



--------------------------------------------------------------------------------------------------------------------
                                              LEASE ROLLOVER SCHEDULE

                    # OF      AVERAGE BASE     % OF TOTAL                     % OF TOTAL BASE      CUMULATIVE % OF
                   LEASES     RENT PER SF     SQUARE FEET    CUMULATIVE %     RENTAL REVENUES     TOTAL BASE RENTAL
      YEAR         ROLLING      ROLLING         ROLLING      OF SF ROLLING        ROLLING         REVENUES ROLLING
--------------------------------------------------------------------------------------------------------------------

     Vacant           1          $0.00              0%             0%                 0%                   0%
      2007            0          $0.00              0%             0%                 0%                   0%
      2008            0          $0.00              0%             0%                 0%                   0%
      2009            3         $14.81              2%             2%                 2%                   2%
      2010            1         $24.00              4%             6%                 5%                   7%
      2011            3         $13.04              2%             8%                 1%                   8%
      2012            1         $17.50              1%             9%                 1%                   9%
      2013            1         $24.82             32%            41%                41%                  49%
      2014            2         $14.01              6%            47%                 5%                  54%
      2015            5         $15.11             43%            90%                33%                  87%
      2016            1         $14.00              2%            92%                 2%                  89%
 2017 & Beyond        1         $26.92              8%           100%                11%                 100%
--------------------------------------------------------------------------------------------------------------------


      ESCROWS AND RESERVES. Upon the occurrence of an event of default, the 717
Texas Avenue Borrower is required to deposit monthly into a reserve account 1/12
of the total annual amount of such insurance premiums and real estate taxes. In
the event that the lease agreement in favor of Calpine Central, LP is
disaffirmed in connection with Case No. 05-60200 BRL currently pending in the US
Bankruptcy Court in which Calpine Central, LP is the debtor, the borrower shall
deposit with the lender in a TI/LC reserve all funds received in payment of any
claim paid as a result of disaffirmance of the Calpine Lease. Additionally, in
the event that the lease agreement with Burlington Resources Oil & Gas Company
is terminated pursuant to its termination option or any other lease covering
more than 139,825 square feet of net rentable area is terminated pursuant to a
termination option, the borrower shall deposit with the lender in a TI/LC
reserve any termination penalty monetary award or other compensation paid to the
borrower in connection with such lease termination.

      LOCKBOX AND CASH MANAGEMENT. A hard lockbox is in place with respect to
the 717 Texas Avenue Loan.

      PROPERTY MANAGEMENT. The 717 Texas Avenue Property is managed by Hines
Interests Limited Partnership, which is an affiliate of the 717 Texas Avenue
Borrower. The property management agreement is subordinate to the 717 Texas
Avenue Loan.

      MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. The 717 Texas Avenue
Borrower is permitted to obtain a mezzanine loan subject to the conditions set
forth in the loan documents, including (i) immediately following the closing of
such mezzanine loan, the aggregate balance of such mezzanine loan and the 717
Texas Avenue Loan will not result in a LTV ratio greater than 80.0%, (ii)
immediately following the closing of such mezzanine loan, the DSCR calculated on
the basis of such mezzanine loan and the 717 Texas Avenue Loan will not be less
than 1.00x, (iii) the mezzanine lender shall enter into an intercreditor
agreement with the 717 Texas Avenue Lender and (iv) a written confirmation from
the rating agencies that such mezzanine loan will not result in a downgrade,
withdrawal or qualification of the ratings assigned to the offered certificates.

      ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.



                                     IV-18


      RELEASE OF PARCELS. Not allowed.

      TERRORISM COVERAGE. The 717 Texas Avenue Borrower is required, in
accordance with the related loan documents, to maintain insurance against perils
and acts of terrorism, provided that such insurance is available and that the
total annual premium payable by the 717 Texas Avenue Borrower does not exceed
$180,000 per year. If the cost of such insurance is greater than $180,000, the
717 Texas Avenue Borrower is required to obtain the maximum coverage available
for acts of terrorism as may be obtained for $180,000.

      Certain additional information regarding the 717 Texas Avenue Loan and the
717 Texas Avenue Property is set forth on Appendix II hereto.



                                     IV-19


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                                     IV-20


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                    MORTGAGE LOAN NO. 4 - U-HAUL PORTFOLIO 1
--------------------------------------------------------------------------------


             [4 PHOTOS OF MORTGAGE LOAN NO. 4 - U-HAUL PORTFOLIO 1]



                                     IV-21


--------------------------------------------------------------------------------
                    MORTGAGE LOAN NO. 4 - U-HAUL PORTFOLIO 1
--------------------------------------------------------------------------------


                [MAP OF MORTGAGE LOAN NO. 4 - U-HAUL PORTFOLIO 1]



                                     IV-22


--------------------------------------------------------------------------------
                    MORTGAGE LOAN NO. 4 - U-HAUL PORTFOLIO 1
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER:               MSMCH

ORIGINAL BALANCE:                   $95,670,000

CUT-OFF DATE BALANCE:               $95,593,189

SHADOW RATING (FITCH/S&P):          NAP

LOAN PURPOSE:                       Refinance

FIRST PAYMENT DATE:                 August 1, 2007

INTEREST RATE:                      6.120%

AMORTIZATION:                       360 months

ARD:                                July 1, 2016

HYPERAMORTIZATION:                  After the ARD, the Interest Rate steps up to
                                    the greater of 8.120% and the then
                                    applicable treasury rate plus 2%. Additional
                                    payments to principal of excess cash flow
                                    will be required until the loan is paid in
                                    full.

MATURITY DATE:                      July 1, 2037

EXPECTED MATURITY BALANCE:          $83,456,001

SPONSOR(S):                         SAC Holding Corporation and Blackwater
                                    Investments, Inc.

INTEREST CALCULATION:               Actual/360

CALL PROTECTION:                    Locked out until 2 years after the REMIC
                                    "start-up" day, with U.S. Treasury
                                    defeasance thereafter. Prepayable without a
                                    premium from and after April 1, 2016.


LOAN PER SF/UNIT:                   $94.98/$7,842.58


UP-FRONT RESERVES:                  RE Tax:                  $473,338

                                    Insurance:               $88,690

                                    Cap Ex:                  $75,382

                                    Environmental:           $169,375

                                    Deferred Maintenance:    $388,374


ONGOING RESERVES:                   RE Tax(1):               Springing

                                    Insurance(1):            Springing

                                    Cap Ex(1):               Springing

                                    Op Ex(1):                Springing


LOCKBOX:                            Soft
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:             Portfolio of 18 assets

PROPERTY TYPE:                      Self Storage

PROPERTY SUB-TYPE:                  Self Storage

LOCATION:                           See table below

YEAR BUILT/RENOVATED:               See table below

PERCENT LEASED(2):                  88.0%

SQUARE FOOTAGE:                     1,006,447

UNITS:                              12,189

THE COLLATERAL:                     18 self-storage properties

OWNERSHIP INTEREST:                 Fee


PROPERTY MANAGEMENT:                U-Haul Co. local affiliates


3RD MOST RECENT NOI (AS OF):        $9,463,853  (T-12 03/31/2005)

2ND MOST RECENT NOI (AS OF):        $10,374,069 (T-12 03/31/2006)

MOST RECENT NOI (AS OF):            $10,445,937 (T-12 03/31/2007)

U/W NET OP. INCOME:                 $8,902,235

U/W NET CASH FLOW:                  $8,778,352

U/W OCCUPANCY:                      88.5%

APPRAISED VALUE:                    $131,450,000

CUT-OFF DATE LTV:                   72.7%

MATURITY DATE LTV:                  63.5%

DSCR:                               1.26x
--------------------------------------------------------------------------------

(1)   See "Escrows and Reserves" for specific details.

(2)   Based on the rent roll dated March 31, 2007.

THE U-HAUL PORTFOLIO 1 LOAN

      THE LOAN. The fourth largest loan (the "U-Haul Portfolio 1 Loan"), as
evidenced by four Promissory Notes (collectively, the "U-Haul Portfolio 1 Note")
that are cross-defaulted and cross-collateralized, is secured by first priority
fee Deeds of Trust (collectively, the "U-Haul Portfolio 1 Mortgage") encumbering
18 self-storage properties that total approximately 1,006,447 square feet
(12,189 units), located in Maryland, New Hampshire, Oregon, Texas, Virginia,
Louisiana, Missouri, Pennsylvania, Oklahoma, Ohio, Northern California, Southern
California and Florida (the "U-Haul Portfolio 1 Properties"). The U-Haul
Portfolio 1 Loan was originated on June 22, 2007 by or on behalf of Morgan
Stanley Mortgage Capital Holdings LLC.



                                     IV-23


      THE BORROWER. The borrowers are four Nevada corporations, each of which
owns no material assets other than its respective interest in the U-Haul
Portfolio 1 Properties (the "U-Haul Portfolio 1 Borrowers"). The U-Haul
Portfolio 1 Borrowers, as well as the fee owners of certain of the U-Haul
Portfolio 1 Properties who are also mortgagors under the related U-Haul
Portfolio Mortgage, are controlled by SAC Holding Corporation (owned by AMERCO)
and Blackwater Investments, Inc. (owned by Mark Shoen) (the "Sponsor").

      AMERCO is the holding company for AMERCO Real Estate Company, U-Haul
International, Republic Western Insurance and Oxford Life. The company operates
in four segments: Moving and Storage Operations, Property and Casualty
Insurance, Life Insurance, and SAC Holdings.

      The SAC Holdings segment owns self-storage properties that are managed by
U-Haul under property management agreements and act as independent U-Haul rental
equipment dealers. SAC Holding Corporation, and its primary subsidiary, SAC
Holding II, own self-storage properties that are managed by U-Haul and owned by
Mark V. Shoen, a significant shareholder of AMERCO and executive officer of
U-Haul. AMERCO, through its subsidiaries, has contractual interests in certain
of SAC Holding Corporation's properties that entitle AMERCO to future income
based on the financial performance of these properties.

      Blackwater Investments, Inc. was formed by Mark Shoen in 2004 to own all
of the SAC entities and shares of AMERCO stock. In addition, Mark directly owns
shares of AMERCO outside of Blackwater.

      U-Haul International rents trucks, trailers, and vehicle tow devices and
sells packing supplies to do-it-yourself movers through approximately 14,000
independent dealers and about 1,450 company-owned centers in the US and Canada.
In addition, U-Haul is a leading operator of self-storage facilities since 1974.
It maintains more than 1,000 storage locations in the US and Canada, consisting
of some 378,000 rooms with about 33 million sq. ft. of space. U-Haul's
self-storage facility locations range in size up to 156,000 square feet of
storage space, with individual storage units in sizes ranging from 15 square
feet to over 400 square feet.

      THE PROPERTY. The U-Haul Portfolio 1 Properties are comprised of eighteen
self storage properties that total approximately 1,006,447 square feet (12,189
units), located in Maryland, New Hampshire, Oregon, Texas, Virginia, Louisiana,
Missouri, Pennsylvania, Oklahoma, Ohio, Northern California, Southern California
and Florida. The U-Haul Portfolio 1 Properties were originally constructed
between 1880 and 1996. The U-Haul Portfolio 1 Properties include approximately
884 parking spaces in total. See tables below for additional information about
the U-Haul Portfolio 1 Properties:



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

                                                               ALLOCATED                      OWNERSHIP
               PROPERTY                       LOCATION        LOAN AMOUNT    PROPERTY TYPE    INTEREST
--------------------------------------------------------------------------------------------------------

1A - 2421 Chillum Road                   Hyattsville, MD      $12,567,931     Self Storage       Fee
1A - 515 South Willow Street             Manchester, NH        $5,194,125     Self Storage       Fee
1A - 14225 SW Tualatin-Valley Highway    Beaverton, OR         $5,015,397     Self Storage       Fee
1A - 8710 Burnet Road                    Austin, TX            $2,525,579     Self Storage       Fee
1B - 6701 South Dixie Highway            South Miami, FL       $9,806,486     Self Storage       Fee
1B - 1015-25 South 12th Street           Philadelphia, PA      $6,237,305     Self Storage       Fee
1B - 1010 South Memorial Drive           Tulsa, OK             $3,414,395     Self Storage       Fee
1B - 6000 Clark Avenue                   Cleveland, OH         $3,284,520     Self Storage       Fee
1B - 1305 South I-45                     Conroe, TX            $2,010,084     Self Storage       Fee
1C - 6265 Scarlett Court                 Dublin, CA            $7,791,187     Self Storage       Fee
1C - 18160 Parthenia Street              Northridge, CA        $7,629,379     Self Storage       Fee
1C - 701 Blanding Boulevard              Orange Park, FL       $4,879,235     Self Storage       Fee
1C - 5140 South 103 East                 Tulsa, OK             $4,277,515     Self Storage       Fee
1D - 900 North Lombardy Street           Richmond, VA          $8,593,221     Self Storage       Fee
1D - 12215 LBJ Freeway                   Garland, TX           $3,590,057     Self Storage       Fee
1D - 4400 Franklin Boulevard             Eugene, OR            $3,555,226     Self Storage       Fee
1D - 2205 Hollywood Avenue               Shreveport, LA        $2,902,599     Self Storage       Fee
1D - 1530 Locust Street                  Kansas City, MO       $2,395,759     Self Storage       Fee
--------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                        $95,670,000
--------------------------------------------------------------------------------------------------------


-------------------------------------------------------------------------------------------------
                                              YEAR
                                             BUILT/          PERCENT
               PROPERTY                     RENOVATED        LEASED     UNITS(1)     SQUARE FEET
-------------------------------------------------------------------------------------------------

1A - 2421 Chillum Road                      1961/NAP          93.8%       1046         83,855
1A - 515 South Willow Street                1940/NAP          77.8%        635         48,643
1A - 14225 SW Tualatin-Valley Highway       1988/NAP          96.2%        456         48,300
1A - 8710 Burnet Road                       1983/NAP          93.9%        373         37,010
1B - 6701 South Dixie Highway            1951/1970, 1998      93.9%        626         46,150
1B - 1015-25 South 12th Street              1913/1980         91.5%      1,348         93,191
1B - 1010 South Memorial Drive              1953/1975         89.3%        403         45,725
1B - 6000 Clark Avenue                      1949/NAP          84.2%      1,018         62,988
1B - 1305 South I-45                        1980/NAP          89.4%        357         37,425
1C - 6265 Scarlett Court                 1982, 1993/NAP       85.9%        671         61,075
1C - 18160 Parthenia Street                 1996/NAP          90.2%        577         44,569
1C - 701 Blanding Boulevard                 1995/NAP          92.8%        537         40,375
1C - 5140 South 103 East                    1975/1996         83.6%        618         52,450
1D - 900 North Lombardy Street              1880/NAP          87.1%      1,241         92,161
1D - 12215 LBJ Freeway                      1971/NAP          83.1%        675         64,270
1D - 4400 Franklin Boulevard                1980/NAP          88.3%        420         40,735
1D - 2205 Hollywood Avenue                  1960/1980         84.1%        698         62,297
1D - 1530 Locust Street                     1916/NAP          79.1%        490         45,228
-------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                                        88.0%     12,189      1,006,447
-------------------------------------------------------------------------------------------------


(1)   Based on Unit Mix Reports provided by U-Haul as of 7/29/2007. Unit numbers
      are approximate and may fluctuate over time based on demand.

      ESCROWS AND RESERVES. At loan origination, the U-Haul Portfolio 1
Borrowers have deposited an amount equal to $473,338 into the Real Estate Tax
reserve, $88,690 into the Insurance reserve and $388,374 into the Deferred
Maintenance reserve. Following a trigger event or if the escrow falls below cap,
the U-Haul Portfolio 1 Borrowers are required to escrow monthly 1/12 of annual
real estate taxes and insurance premiums.

      Moreover, upon the occurrence of a Cash Sweep Trigger Event (set forth
below), the U-Haul Portfolio 1 Borrowers will be required to deposit monthly an
amount equal to the sum of the following amounts: (i) any operating expenses
approved by the mortgagee in excess of the tax and insurance reserves set forth
above into the Operating and Maintenance Expense Sub-Account ("OpEx") reserve,
(ii) any additional capital expenditure expenses approved by the mortgagee into
the CapEx reserve and (iii) so long as the amount in the CapEx reserve is less
than the amount initially deposited in such reserve, an amount equal to $75,382
into the CapEx reserve. Additionally, the U-



                                     IV-24


Haul Portfolio 1 Borrowers are required, if the U-Haul Portfolio 1 Loan is not
repaid on the ARD, or in the event of default, to deposit monthly all excess
cash flow into the Excess Cash Flow reserve.

      LOCKBOX AND CASH MANAGEMENT. A soft lockbox is in place with respect to
the U-Haul Portfolio 1 Loan. The lockbox will be in place until the U-Haul
Portfolio 1 Loan has been paid in full. Upon the occurrence of any of the
following triggering events (a "Cash Sweep Trigger Event"): (i) an event of
default, (ii) the U-Haul Portfolio 1 Loan is not repaid on the ARD or (iii) the
DSCR for the preceding twelve-month period falls below 1.15x, the rents
collected by the property manager and held in the lockbox will automatically be
transferred daily to the cash management account controlled solely by the lender
(rather than to the borrower account).

      PROPERTY MANAGEMENT. Each of the U-Haul Portfolio 1 Properties is managed
by a local affiliate of U-Haul Co. The management agreements are subordinate to
the U-Haul Portfolio 1 Loan.

      MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

      ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

      RELEASE OF PARCELS. Provided no event of default exists, the U-Haul
Portfolio 1 Borrowers may obtain a release of one or more U-Haul Portfolio 1
Properties by partial defeasance subject to the satisfaction of certain
conditions, including, but not limited to: (i) after giving effect to the
proposed release, the DSCR with respect to the remaining U-Haul Portfolio 1
Properties would be greater than the greater of (a) the DSCR with respect to the
U-Haul Portfolio 1 Properties immediately prior to the proposed release or (b)
1.26x, (ii) after giving effect to the proposed release, the LTV with respect to
the remaining U-Haul Portfolio 1 Properties would be no greater than the lesser
of (a) 72.80% or (b) the LTV immediately prior to such release and (iii) the
U-Haul Portfolio 1 Borrowers have obtained a written confirmation from each of
the rating agencies that the ratings of the certificates will not be qualified,
downgraded or withdrawn as a result of such release.

      PROPERTY SUBSTITUTION. Provided no event of default exists, after the
permitted defeasance date, and only once during the term of the U-Haul Portfolio
1 Loan, each U-Haul Portfolio 1 Borrower may obtain a release of any of the
applicable U-Haul Portfolio 1 Properties by substituting one or more other
properties of like or better kind and quality in place of a released property,
subject to the satisfaction of certain conditions, including, but not limited
to: (i) the properties to be substituted do not comprise more than 30% of the
original principal balance of the U-Haul Portfolio 1 Loan, (ii) after the
proposed substitution, the LTV with respect to the remaining U-Haul Portfolio 1
Properties would be no greater than the lesser of (a) 72.8% and (b) the LTV with
respect to the remaining U-Haul Portfolio 1 Properties immediately prior to the
date of the proposed substitution, (iii) during the twelve full calendar months
immediately preceding the proposed substitution, the DSCR with respect to the
remaining U-Haul Portfolio 1 Properties would be equal to or greater than the
greater of (a) 1.26x and (b) the DSCR in respect of the U-Haul Portfolio 1
Properties (including the property to be substituted) for the twelve full months
immediately preceding the substitution, (iv) the DSCR for the twelve months
immediately preceding the substitution with respect to the proposed substitute
property would be equal to or greater than the DSCR for the twelve months
immediately preceding the proposed substitution with respect to the property to
be substituted and (v) the applicable U-Haul Portfolio 1 Borrower has obtained a
written confirmation from each of the rating agencies that the ratings of the
certificates will not be qualified, downgraded or withdrawn as a result of such
substitution.

      In addition, each U-Haul Portfolio 1 Borrower may acquire an additional
property or properties adjacent to or within the same submarket, which
additional property or properties will be subject to the lien of the U-Haul
Portfolio 1 Mortgage, subject to certain conditions, including, but not limited
to: (i) the LTV after the acquisition of such additional property would be no
greater than the LTV as of the loan origination, (ii) the DSCR after the
acquisition of such additional property would be equal to or greater than the
greater of (x) the DSCR immediately prior to such acquisition and (y) the DSCR
as of the loan origination and (iii) if required by the lender, a written
confirmation is obtained from the rating agencies that the ratings assigned to
the certificates will not be qualified, downgraded or withdrawn as a result of
such acquisition.

      TERRORISM COVERAGE. Each U-Haul Portfolio 1 Borrower is required, in
accordance with the related loan documents, to maintain insurance against perils
and acts of terrorism covering 100% of the insurable replacement value of the
applicable U-Haul Portfolio 1 Properties.

      Certain additional information regarding the U-Haul Portfolio 1 Loan and
the U-Haul Portfolio 1 Properties is set forth on Appendix II hereto.



                                     IV-25






                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                                     IV-26


--------------------------------------------------------------------------------
                       MORTGAGE LOAN NO. 5 - ROYAL CENTRE
--------------------------------------------------------------------------------


                [4 PHOTOS OF MORTGAGE LOAN NO. 5 - ROYAL CENTRE]



                                     IV-27


--------------------------------------------------------------------------------
                       MORTGAGE LOAN NO. 5 - ROYAL CENTRE
--------------------------------------------------------------------------------


                   [MAP OF MORTGAGE LOAN NO. 5 - ROYAL CENTRE]



                                     IV-28


--------------------------------------------------------------------------------
                       MORTGAGE LOAN NO. 5 - ROYAL CENTRE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER:               PCF II

ORIGINAL BALANCE:                   $77,000,000

CUT-OFF DATE BALANCE:               $77,000,000

SHADOW RATING (FITCH/S&P):          NAP

LOAN PURPOSE:                       Acquisition

FIRST PAYMENT DATE:                 July 1, 2007

INTEREST RATE:                      5.770%

AMORTIZATION:                       Interest Only

ARD:                                NAP

HYPERAMORTIZATION:                  NAP

MATURITY DATE:                      June 1, 2017

EXPECTED MATURITY BALANCE:          $77,000,000

SPONSOR(S):                         CH Realty Investors IV, L.P.

INTEREST CALCULATION:               Actual/360

CALL PROTECTION:                    Open to prepayment with the greater of Yield
                                    Maintenance or 1% of principal balance for
                                    the first 108 payments then prepayment with
                                    the greater of Yield Maintenance or 0.5% of
                                    principal balance thereafter. Additionally,
                                    2 years after the REMIC "start-up" day, U.S.
                                    Treasury defeasance is allowed. Prepayable
                                    without a premium from and after May 1,
                                    2017.


LOAN PER SF:                        $123.58


UP-FRONT RESERVES:                  None

ONGOING RESERVES:                   RE Tax(2):          Springing

                                    Insurance(2):       Springing


LOCKBOX:                            Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:             Single Asset

PROPERTY TYPE:                      Office

PROPERTY SUB-TYPE:                  Suburban

LOCATION:                           Alpharetta, GA

YEAR BUILT/RENOVATED:               1998, 2000 / NAP

PERCENT LEASED(1):                  92.7%

SQUARE FOOTAGE:                     623,060

THE COLLATERAL:                     Three Class A mid-rise office buildings that
                                    are a part of the Royal Centre office park.

OWNERSHIP INTEREST:                 Fee


PROPERTY MANAGEMENT:                CB Richard Ellis, Inc.


3RD MOST RECENT NOI (AS OF):        $6,049,866 (2004)

2ND MOST RECENT NOI (AS OF):        $5,791,220 (2005)

MOST RECENT NOI (AS OF):            $5,235,348 (2006)

U/W NET OP. INCOME:                 $7,014,368

U/W NET CASH FLOW:                  $6,266,697

U/W OCCUPANCY:                      90.0%

APPRAISED VALUE:                    $103,100,000

CUT-OFF DATE LTV:                   74.7%

MATURITY DATE LTV:                  74.7%

DSCR:                               1.39x
--------------------------------------------------------------------------------

(1)   Percent Leased is based on the rent roll dated May 16, 2007.

(2)   See "Escrow and Reserves" for specific details.

THE ROYAL CENTRE LOAN

      THE LOAN. The fifth largest loan (the "Royal Centre Loan") as evidenced by
the Promissory Note (the "Royal Centre Note") is secured by a first priority fee
Deed of Trust, Assignment of Leases and Rents, and Security Agreement (the
"Royal Centre Mortgage") encumbering 623,060 square feet of three office
buildings known as Royal Centre, located in Alpharetta, Georgia (the "Royal
Centre Property"). The Royal Centre Loan was originated on May 16, 2007 by or on
behalf of Principal Commercial Funding II, LLC.

      THE BORROWER. The borrower is CH Realty IV/Royal Centre, L.L.C., a
Delaware limited liability company (the "Royal Centre Borrower") that owns no
material asset other than the Royal Centre Property and related interests. The
Royal Centre Borrower is 100% owned by CH Realty Investors IV, L.P., which is an
affiliate of Crow Holdings.

      THE PROPERTY. The Royal Centre Property is located in Alpharetta, Georgia,
at 11575, 11475, and 11700 Great Oaks Way, south of Old Milton Parkway and east
of Georgia Highway 400. The Royal Centre Property is located in the Royal Centre
Office Park development which is 27 miles north of downtown Atlanta. The North
Point Mall is located less than two miles south of the Royal Centre Property.
North Point Mall is a 1.5 million square foot regional mall anchored by
Dillard's, Macy's, Parisian, JC Penney, and Sears. The Royal Centre Property was
originally constructed in 1998 and 2000. It consists of 623,060 square feet
contained in three buildings. One building contains 150,643 square feet in three
stories, another building contains 168,530 square feet in four stories, and the
third building contains 303,887



                                     IV-29


square feet in six stories. The Royal Centre Property is situated on
approximately 37.6 acres and includes 3,321 parking spaces. Onsite amenities
include a full service cafe, ATM, onsite walking trail, and security and camera
monitoring with card key access.

      The following table presents certain information relating to the major
tenants at the Royal Centre Property:



------------------------------------------------------------------------------------------------------------------------------------
                                                                                          % OF TOTAL     ANNUALIZED
                                  CREDIT RATING                            ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                                     (FITCH/       TENANT                 UNDERWRITTEN   UNDERWRITTEN     BASE RENT       LEASE
          TENANT NAME             MOODY'S/S&P)(1)   NRSF      % OF NRSF   BASE RENT ($)    BASE RENT    ($ PER NRSF)    EXPIRATION
------------------------------------------------------------------------------------------------------------------------------------

Infinity Insurance Company         BBB/Baa3/BBB    234,540       38%       $5,178,292         45%          $22.08       08/31/2010
Textron Financial Corporation        --/A3/A-       72,940       12%       $1,525,772         13%          $20.92       12/31/2011
MCI Communications Services, Inc     --/--/--       68,637       11%       $1,263,013         11%          $18.40       05/31/2008
Fireman's Fund Insurance Company     --/--/--       56,895        9%       $1,055,402          9%          $18.55       03/31/2016
VeriFone, Inc.                       --/--/--       38,117        6%         $714,694          6%          $18.75       07/31/2014
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                             471,129       76%       $9,737,173         84%          $20.67
------------------------------------------------------------------------------------------------------------------------------------

Other Tenants                        Various       106,287       17%       $1,849,654         16%          $17.40        Various
Vacant Space                           NAP          45,644        7%               $0          0%           $0.00          NAP
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                             623,060      100%      $11,586,827        100%          $18.60
------------------------------------------------------------------------------------------------------------------------------------


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.



--------------------------------------------------------------------------------------------------------------------
                                              LEASE ROLLOVER SCHEDULE

                    # OF     AVERAGE BASE    % OF TOTAL                    % OF TOTAL BASE    CUMULATIVE % OF TOTAL
                   LEASES    RENT PER SF    SQUARE FEET    CUMULATIVE %    RENTAL REVENUES     BASE RENTAL REVENUES
      YEAR         ROLLING     ROLLING        ROLLING      OF SF ROLLING       ROLLING               ROLLING
--------------------------------------------------------------------------------------------------------------------

     Vacant           4          $0.00            7%             7%                0%                    0%
      2007            0          $0.00            0%             7%                0%                    0%
      2008            2         $18.37           11%            19%               11%                   11%
      2009            2         $15.44            2%            21%                1%                   13%
      2010            3         $21.93           39%            60%               46%                   59%
      2011            4         $21.08           12%            72%               13%                   73%
      2012            7         $17.68           13%            84%               12%                   85%
      2013            0          $0.00            0%            84%                0%                   85%
      2014            1         $18.75            6%            91%                6%                   91%
      2015            0          $0.00            0%            91%                0%                   91%
      2016            2         $18.55            9%           100%                9%                  100%
 2017 & Beyond        2          $0.00            0%           100%                0%                  100%
--------------------------------------------------------------------------------------------------------------------


      ESCROWS AND RESERVES. Upon the occurrence of an event of default, the
Royal Centre Borrower is required to deposit monthly into this reserve account
1/12 of the total annual amount of such insurance premiums and real estate
taxes.

      LOCKBOX AND CASH MANAGEMENT. A hard lockbox is in place with respect to
the Royal Centre Loan.

      PROPERTY MANAGEMENT. The Royal Centre Property is managed by CB Richard
Ellis, Inc. The property management agreement is subordinate to the Royal Centre
Loan.

      MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

      ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

      RELEASE OF PARCELS. The Royal Centre Borrower may obtain a release of one
of the three buildings by making a partial prepayment of the loan in an amount
equal to $21,711,348, subject to the satisfaction of certain conditions
including but not limited to (i) no event of default has occurred, (ii) LTV
ratio will be equal to or less than 79.0% after the release, (iii) the DSCR
ratio will be equal to or greater than 1.35x after the release and (iv) a
written confirmation from the rating agencies that such a release would not
result in a downgrade, withdrawal or qualification of the then current ratings
assigned to any class of certificates.

      TERRORISM COVERAGE. The Royal Centre Borrower is required, in accordance
with the related loan documents, to maintain insurance against perils and acts
of terrorism, provided that such insurance is available and that the total
annual premium payable by the Royal Centre Borrower does not exceed twice the
current annual premium. If the cost of such insurance is greater than twice the
current



                                     IV-30


annual premium, the Royal Centre Borrower is required to obtain the maximum
coverage available for acts of terrorism as may be obtained for twice the amount
of the current annual premium.

      Certain additional information regarding the Royal Centre Loan and the
Royal Centre Property is set forth on Appendix II hereto.



                                     IV-31






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                                     IV-32


--------------------------------------------------------------------------------
                    MORTGAGE LOAN NO. 6 - U-HAUL PORTFOLIO 2
--------------------------------------------------------------------------------


             [2 PHOTOS OF MORTGAGE LOAN NO. 6 - U-HAUL PORTFOLIO 2]



                                     IV-33


--------------------------------------------------------------------------------
                    MORTGAGE LOAN NO. 6 - U-HAUL PORTFOLIO 2
--------------------------------------------------------------------------------


                [MAP OF MORTGAGE LOAN NO. 6 - U-HAUL PORTFOLIO 2]



                                     IV-34


--------------------------------------------------------------------------------
                    MORTGAGE LOAN NO. 6 - U-HAUL PORTFOLIO 2
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER:               MSMCH

ORIGINAL BALANCE:                   $67,910,000

CUT-OFF DATE BALANCE:               $67,850,556

SHADOW RATING (FITCH/S&P):          NAP

LOAN PURPOSE:                       Refinance

FIRST PAYMENT DATE:                 August 1, 2007

INTEREST RATE:                      5.790%

AMORTIZATION:                       360 months

ARD:                                July 1, 2017

HYPERAMORTIZATION:                  After the ARD, the Interest Rate steps up to
                                    the greater of 7.790% and the then
                                    applicable treasury rate plus 2%. Additional
                                    payments to principal of excess cash flow
                                    will be required until the loan is paid in
                                    full.

MATURITY DATE:                      July 1, 2037

EXPECTED MATURITY BALANCE:          $57,371,377

SPONSOR(S):                         SAC Holding Corporation and Blackwater
                                    Investments, Inc.

INTEREST CALCULATION:               Actual/360

CALL PROTECTION:                    Locked out until 2 years after the REMIC
                                    "start-up" day, with U.S. Treasury
                                    defeasance thereafter. Prepayable without a
                                    premium from and after April 1, 2017.


LOAN PER SF/UNIT:                   $72.71/$6,998.51


UP-FRONT RESERVES:                  RE Tax:                  $277,976

                                    Insurance:               $79,419

                                    Deferred Maintenance:    $988,657

                                    CapEx:                   $69,996

                                    Environmental:           $18,946


ONGOING RESERVES:                   RE Tax(1):               Springing

                                    Insurance(1):            Springing

                                    Cap Ex(1):               Springing

                                    Op Ex (1):               Springing

LOCKBOX:                            Soft
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:             Portfolio of 19 assets

PROPERTIES TYPE:                    Self Storage

PROPERTIES SUB-TYPE:                Self Storage

LOCATION:                           See table below

YEAR BUILT/RENOVATED:               See table below

PERCENT LEASED(2):                  84.8%

SQUARE FOOTAGE:                     933,178

UNITS:                              9,695

THE COLLATERAL:                     19 self-storage properties

OWNERSHIP INTEREST:                 Fee


PROPERTY MANAGEMENT:                U-Haul Co. local affiliates


3RD MOST RECENT NOI (AS OF):        $5,870,309 (T-12 03/31/2005)

2ND MOST RECENT NOI (AS OF):        $6,060,404 (T-12 03/31/2006)

MOST RECENT NOI (AS OF):            $7,009,337 (T-12 03/31/2007)

U/W NET OP. INCOME:                 $5,935,493

U/W NET CASH FLOW:                  $6,050,666

U/W OCCUPANCY:                      83.0%

APPRAISED VALUE:                    $90,070,000

CUT-OFF DATE LTV:                   75.3%

MATURITY DATE LTV:                  63.7%

DSCR:                               1.24x
--------------------------------------------------------------------------------

(1)   See "Escrows and Reserves" for specific details.

(2)   Based on the rent roll dated March 31, 2007.

THE U-HAUL PORTFOLIO 2 LOAN

      THE LOAN. The sixth largest loan (the "U-Haul Portfolio 2 Loan") as
evidenced by a Promissory Note is secured by first priority fee Deeds of Trust
(collectively, the "U-Haul Portfolio 2 Mortgage") encumbering nineteen self
storage properties that total approximately 933,178 square feet (9,695 units),
located in Southern California, Pennsylvania, Virginia, Louisiana, Maryland,
Georgia, Arizona, Arkansas, South Carolina and North Carolina (the "U-Haul
Portfolio 2 Properties"). The U-Haul Portfolio 2 Loan was originated on June 22,
2007 by or on behalf of Morgan Stanley Mortgage Capital Holdings LLC.

      THE BORROWER. The borrowers are Eleven SAC Self-Storage Corporation, a
Nevada corporation, and Eleven SAC Self-Storage 882092, LLC, a Delaware limited
liability company, which own no material assets other than their interest in the
U-Haul Portfolio 2



                                     IV-35


Properties (the "U-Haul Portfolio 2 Borrower"). The U-Haul Portfolio 2 Borrower,
as well as the fee owner of certain of the U-Haul Portfolio 2 Properties which
is also the mortgagor under the U-Haul Portfolio 2 Mortgage, are controlled by
SAC Holding Corporation (owned by AMERCO) and Blackwater Investments, Inc.
(owned by Mark Shoen) (the "Sponsor").

      AMERCO is the holding company for AMERCO Real Estate Company, U-Haul
International, Republic Western Insurance and Oxford Life. The company operates
in four segments: Moving and Storage Operations, Property and Casualty
Insurance, Life Insurance, and SAC Holdings.

      The SAC Holdings segment owns self-storage properties that are managed by
U-Haul under property management agreements and act as independent U-Haul rental
equipment dealers. SAC Holding Corporation, and its primary subsidiary, SAC
Holding II, own self-storage properties that are managed by U-Haul and owned by
Mark V. Shoen, a significant shareholder of AMERCO and executive officer of
U-Haul. AMERCO, through its subsidiaries, has contractual interests in certain
of SAC Holding Corporation's properties that entitle AMERCO to future income
based on the financial performance of these properties.

      Blackwater Investments, Inc. was formed by Mark Shoen in 2004 to own all
of the SAC entities and shares of AMERCO stock. In addition, Mark directly owns
shares of AMERCO outside of Blackwater.

      U-Haul International rents trucks, trailers, and vehicle tow devices and
sells packing supplies to do-it-yourself movers through approximately 14,000
independent dealers and about 1,450 company-owned centers in the US and Canada.
In addition, U-Haul is a leading operator of self-storage facilities since 1974.
It maintains more than 1,000 storage locations in the US and Canada, consisting
of some 378,000 rooms with about 33 million sq. ft. of space. U-Haul's
self-storage facility locations range in size up to 156,000 square feet of
storage space, with individual storage units in sizes ranging from 15 square
feet to over 400 square feet.

      THE PROPERTY. The U-Haul Portfolio 2 Properties are comprised of 19 self
storage properties that total approximately 933,178 square feet (9,695 units),
located in Southern California, Pennsylvania, Virginia, Louisiana, Maryland,
Georgia, Arizona, Arkansas, South Carolina and North Carolina. The U-Haul
Portfolio 2 Properties were originally constructed between 1946 and 1996. The
U-Haul Portfolio 2 Properties include 264 parking spaces in total. See tables
below for additional information about the U-Haul Portfolio 2 Properties:



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

                                                     ALLOCATED                       OWNERSHIP
           PROPERTY                LOCATION         LOAN AMOUNT     PROPERTY TYPE    INTEREST
-----------------------------------------------------------------------------------------------

6175 Paseo Del Norte          Carlsbad, CA          $10,836,022     Self Storage        Fee
1600 Highland Avenue          Chester, PA            $5,695,748     Self Storage        Fee
2930 North Boulevard          Richmond, VA           $5,383,653     Self Storage        Fee
45715 Old Ox Road             Sterling, VA           $5,122,163     Self Storage        Fee
2828 Marietta Street          Kenner, LA             $5,071,557     Self Storage        Fee
351 East Belt Boulevard       Richmond, VA           $4,382,905     Self Storage        Fee
1480 Annapolis Road           Odenton, MD            $4,270,970     Self Storage        Fee
4540 Washington Road          College Park, GA       $2,886,886     Self Storage        Fee
12280 North 51st Avenue       Glendale, AZ           $2,874,204     Self Storage        Fee
8083 Elm Drive                Mechanicsville, VA     $2,769,850     Self Storage        Fee
2775 Foothill Boulevard       Rialto, CA             $2,709,997     Self Storage        Fee
1325 Holland Road             Suffolk, VA            $2,496,766     Self Storage        Fee
6224 Colonel Glenn Road       Little Rock, AR        $2,442,150     Self Storage        Fee
156 Jamil Road                Columbia, SC           $2,416,237     Self Storage        Fee
125 Decker Park Road          Columbia, SC           $2,098,662     Self Storage        Fee
7201 West Bank Expressway     Marrero, LA            $1,887,829     Self Storage        Fee
5604 South Kings Highway      Myrtle Beach, SC       $1,716,527     Self Storage        Fee
849 Highway 105 Bypass        Boone, NC              $1,521,467     Self Storage        Fee
5919 Financial Plaza          Shreveport, LA         $1,326,407     Self Storage        Fee
-----------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                              $67,910,000
-----------------------------------------------------------------------------------------------


-------------------------------------------------------------------------------
                                    YEAR
                                   BUILT/       PERCENT                 SQUARE
           PROPERTY              RENOVATED      LEASED     UNITS(1)      FEET
-------------------------------------------------------------------------------

6175 Paseo Del Norte              1996/NAP       94.8%       998        74,040
1600 Highland Avenue              1989/NAP       93.7%       581        71,750
2930 North Boulevard              1946/NAP       88.4%       704        54,619
45715 Old Ox Road                 1987/NAP       85.4%       340        41,700
2828 Marietta Street              1990/NAP       59.2%       869        74,110
351 East Belt Boulevard           1988/NAP       82.8%       605        60,730
1480 Annapolis Road               1988/NAP       92.2%       481        40,840
4540 Washington Road              1986/NAP       88.8%       582        55,450
12280 North 51st Avenue           1980/NAP       95.7%       440        40,455
8083 Elm Drive                    1989/NAP       88.2%       336        35,500
2775 Foothill Boulevard           1988/NAP       85.5%       344        42,769
1325 Holland Road                 1988/NAP       93.6%       330        35,400
6224 Colonel Glenn Road           1980/NAP       78.8%       750        67,306
156 Jamil Road                    1988/NAP       87.9%       472        50,650
125 Decker Park Road              1986/NAP       79.5%       442        52,804
7201 West Bank Expressway         1985/NAP       96.3%       324        26,110
5604 South Kings Highway          1987/NAP       89.3%       356        32,660
849 Highway 105 Bypass            1985/NAP       70.3%       329        29,960
5919 Financial Plaza              1986/NAP       73.5%       412        46,325
-------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                           84.8%     9,695       933,178
-------------------------------------------------------------------------------


(1)   Based on Unit Mix Reports provided by U-Haul as of 7/29/2007. Unit numbers
      are approximate and may fluctuate over time based on demand.

      ESCROWS AND RESERVES. At loan origination, the U-Haul Portfolio 2 Borrower
has deposited an amount equal to $277,976 into the Real Estate Tax reserve,
$79,419 into the Insurance reserve and $988,657 into the Deferred Maintenance
reserve. Following a trigger event or if the escrow falls below cap, the U-Haul
Portfolio 2 Borrower is required to escrow monthly 1/12 of annual real estate
taxes and insurance premiums.

      Moreover, upon the occurrence of a Cash Sweep Trigger Event (set forth
below), the U-Haul Portfolio 2 Borrower will be required to deposit monthly an
amount equal to the sum of the following amounts: (i) any operating expenses
approved by the mortgagee in excess of the tax and insurance reserves set forth
above into the Operating and Maintenance Expense Sub-Account ("OpEx") reserve,
(ii) any additional capital expenditure expenses approved by the mortgagee into
the CapEx reserve and (iii) so long as the amount in the CapEx reserve is less
than the amount initially deposited in such reserve, an amount equal to $69,996
into the CapEx reserve. Additionally, the U-Haul Portfolio 2 Borrower is
required, if the U-Haul Portfolio 2 Loan is not repaid on the ARD, or in the
event of default, to deposit monthly into the Excess Cash Flow reserve all
excess cash flow.



                                     IV-36


      LOCKBOX AND CASH MANAGEMENT. A soft lockbox is in place with respect to
the U-Haul Portfolio 2 Loan. The lockbox will be in place until the U-Haul
Portfolio 2 Loan has been paid in full. Upon the occurrence of any of the
following triggering events (a "Cash Sweep Trigger Event"): (i) an event of
default, (ii) the U-Haul Portfolio 2 Loan is not repaid on the ARD or (iii) the
DSCR for the preceding twelve-month period falls below 1.15x, the rents
collected by the property manager and held in the lockbox will automatically be
transferred daily to the cash management account controlled solely by the lender
(rather than to the borrower account).

      PROPERTY MANAGEMENT. Each of the U-Haul Portfolio 2 Properties is managed
by a local affiliate of U-Haul Co. The management agreements are subordinate to
the U-Haul Portfolio 2 Loan.

      MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

      ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

      RELEASE OF PARCELS. Provided no event of default exists, the U-Haul
Portfolio 2 Borrower may obtain a release of one or more U-Haul Portfolio 2
Properties by partial defeasance subject to the satisfaction of certain
conditions, including, but not limited to: (i) after giving effect to the
proposed release, the DSCR with respect to the remaining U-Haul Portfolio 2
Properties would be greater than the greater of (a) the DSCR with respect to the
U-Haul Portfolio 2 Properties immediately prior to the proposed release or (b)
1.26x, (ii) after giving effect to the proposed release, the LTV with respect to
the remaining U-Haul Portfolio 2 Properties would be no greater than the lesser
of (a) 75.1% or (b) the LTV immediately prior to such release, and (iii) the
U-Haul Portfolio 2 Borrower has obtained a written confirmation from each of the
rating agencies that the ratings of the certificates will not be qualified,
downgraded or withdrawn as a result of such release.

      PROPERTY SUBSTITUTION. Provided no event of default exists, after the
permitted defeasance date, once during the term of the U Haul Portfolio 2 Loan,
the U-Haul Portfolio 2 Borrower may obtain a release of any of the U-Haul
Portfolio 2 Properties by substituting one or more other properties of like or
better kind and quality in place of a released property, subject to the
satisfaction of certain conditions, including, but not limited to: (i) the
properties to be substituted do not comprise more than 30% of the original
principal balance of the U-Haul Portfolio 2 Loan, (ii) after the proposed
substitution, the LTV with respect to the remaining U-Haul Portfolio 2
Properties would be no greater than the lesser of (a) 75.10% and (b) the LTV
with respect to the remaining U-Haul Portfolio 2 Properties immediately prior to
the date of the proposed substitution, (iii) during the twelve full calendar
months immediately preceding the proposed substitution, the DSCR with respect to
the remaining U-Haul Portfolio 2 Properties would be equal to or greater than
the greater of (a) 1.26x and (b) the DSCR in respect of the U-Haul Portfolio 2
Properties (including the property to be substituted) for the twelve full months
immediately preceding the substitution, (iv) the DSCR for the twelve months
immediately preceding the substitution with respect to the proposed substitute
property would be equal to or greater than the DSCR for the twelve months
immediately preceding the proposed substitution with respect to the property to
be substituted and (v) the U-Haul Portfolio 2 Borrower has obtained a written
confirmation from each of the rating agencies that the ratings of the
certificates will not be qualified, downgraded or withdrawn as a result of such
substitution.

      In addition, the U-Haul Portfolio 2 Borrower may acquire an additional
property or properties adjacent to or within the same submarket, which
additional property or properties will be subject to the lien of the U-Haul
Portfolio 2 Mortgage, subject to certain conditions, including without
limitation: (i) the LTV after the acquisition of such additional property would
be no greater than the LTV as of the loan origination, (ii) the DSCR after the
acquisition of such additional property is equal to or greater than the greater
of (a) the DSCR immediately prior to such acquisition and (b) the DSCR as of the
loan origination and (iii) if required by the lender, a written confirmation is
obtained from the rating agencies that the ratings assigned to the certificates
will not be qualified, downgraded or withdrawn as a result of such acquisition.

      TERRORISM COVERAGE. The U-Haul Portfolio 2 Borrower is required, in
accordance with the related loan documents, to maintain insurance against perils
and acts of terrorism covering 100% of the insurable replacement value of the
U-Haul Portfolio 2 Properties.

      Certain additional information regarding the U-Haul Portfolio 2 Loan and
the U-Haul Portfolio 2 Properties is set forth on Appendix II hereto.



                                     IV-37






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                                     IV-38


--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 7 - JACKSON PORTFOLIO
--------------------------------------------------------------------------------


              [6 PHOTOS OF MORTGAGE LOAN NO. 7 - JACKSON PORTFOLIO]



                                     IV-39


--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 7 - JACKSON PORTFOLIO
--------------------------------------------------------------------------------


                [MAP OF MORTGAGE LOAN NO. 7 - JACKSON PORTFOLIO]



                                     IV-40


--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 7 - JACKSON PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER:               RBC

ORIGINAL BALANCE:                   $65,000,000

CUT-OFF DATE BALANCE:               $65,000,000

SHADOW RATING (FITCH/S&P):          NAP

LOAN PURPOSE:                       Acquisition

FIRST PAYMENT DATE:                 July 1, 2007

INTEREST RATE:                      5.660%

AMORTIZATION:                       Interest Only

ARD:                                NAP

HYPERAMORTIZATION:                  NAP

MATURITY DATE:                      June 1, 2012

EXPECTED MATURITY BALANCE:          $65,000,000

SPONSOR(S):                         Mr. Peter Rosenbaum

INTEREST CALCULATION:               Actual/360

CALL PROTECTION:                    Locked out until 2 years after the REMIC
                                    "start-up" day, with U.S. Treasury
                                    defeasance thereafter. Prepayable without a
                                    premium from and after March 1, 2012.

LOAN PER UNIT:                      $71,982.28


UP-FRONT RESERVES:                  Deferred Maintenance: $21,250

                                    RE Tax:               $564,644

                                    Insurance:            $173,000


ONGOING RESERVES:                   RE Tax:               $56,464

                                    Insurance:            $14,416

                                    Cap Ex:               $16,263


LOCKBOX:                            None
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:             Portfolio of 5 Assets

PROPERTY TYPE:                      Multifamily

PROPERTY SUB-TYPE:                  Garden

LOCATION:                           Jackson, TN

YEAR BUILT/RENOVATED:               1979,1996,1997, 2001/2006

PERCENT LEASED(1):                  93.0%

UNITS:                              903

THE COLLATERAL:                     Five garden style multi-family apartment
                                    complexes

OWNERSHIP INTEREST:                 Fee


PROPERTY MANAGEMENT:                Brookside Management


3RD MOST RECENT NOI (AS OF):        NAP

2ND MOST RECENT NOI (AS OF):        NAP

MOST RECENT NOI (AS OF):            $5,241,293 (T-12 01/31/2007)

U/W NET OP. INCOME:                 $5,316,570

U/W NET CASH FLOW:                  $5,121,420

U/W OCCUPANCY:                      92.2%

APPRAISED VALUE:                    $81,200,000

CUT-OFF DATE LTV:                   80.0%

MATURITY DATE LTV:                  80.0%

DSCR:                               1.37x
--------------------------------------------------------------------------------

(1)   Percent Leased is based on the underwritten rent roll dated March 7, 2007.

THE JACKSON PORTFOLIO LOAN

      THE LOAN. The seventh largest loan (the "Jackson Portfolio Loan") as
evidenced by the Promissory Note (the "Jackson Portfolio Note") is secured by a
first priority fee (Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Fixture Filing) (the "Jackson Portfolio Mortgage") encumbering a
903 unit five-property multi-family portfolio comprised of five assets known as
Camellia Trace, Northridge, Cherry Grove, Cedarwood, and Whispering Oaks located
in Jackson, Tennessee (the "Jackson Portfolio Properties"). The Jackson
Portfolio Loan was originated on May 11, 2007 by or on behalf of Royal Bank of
Canada.

      THE BORROWER. The borrowers under the Jackson Portfolio are Camellia
Tennessee Holdings, LLC, Cedarwood Holdings, LLC, Cherry Grove Holdings, LLC,
Northridge Tennessee Holdings, LLC, and Whispering Oaks Realty Co., LLC, each of
which is a Delaware limited liability company ("the Jackson Portfolio Borrower")
that own no material asset other than the subject property and related
interests. The Jackson Portfolio Borrowers are controlled by Mr. Peter
Rosenbaum, the sponsor of the Jackson Portfolio Loan.

      THE PROPERTY. The Jackson Portfolio Properties are comprised of five
properties, which include 903 residential units located in Jackson, Tennessee.
See table below for additional information about the Jackson Portfolio
Properties.



                                     IV-41




----------------------------------------------------------------------------------------------------------------------
                                   ALLOCATED LOAN                     OWNERSHIP     YEAR BUILT/     PERCENT
    PROPERTY        LOCATION           AMOUNT        PROPERTY TYPE     INTEREST      RENOVATED       LEASED     UNITS
----------------------------------------------------------------------------------------------------------------------

Cherry Grove       Jackson, TN      $27,902,000       Multifamily        Fee         1997/NAP         91.1%      380
Camellia Trace     Jackson, TN      $15,760,000       Multifamily        Fee         2001/NAP         91.5%      212
Northridge         Jackson, TN      $11,250,000       Multifamily        Fee         1996/2006        99.4%      160
Cedarwood          Jackson, TN       $6,885,000       Multifamily        Fee         1979/NAP         91.0%      101
Whispering Oaks    Jackson, TN       $3,203,000       Multifamily        Fee         1997/2006        98.0%       50
----------------------------------------------------------------------------------------------------------------------




------------------------------------------------------------------------------------------------------------------------------
                                      1 BR      JACKSON               2 BR                                3BR        JACKSON
                                      AVG.     CLASS A/B              AVG.      JACKSON CLASS             AVG.      CLASS A/B
                   TOTAL    1 BR    IN-PLACE   1BR MARKET   2 BR    IN-PLACE       A/B 2BR      3 BR    IN-PLACE   3BR MARKET
   PROPERTY        UNITS    UNITS     RENT       RENTS      UNITS     RENT       MARKET RENTS   UNITS     RENT        RENTS
------------------------------------------------------------------------------------------------------------------------------

Cherry Grove        380      68       $679     $435-$704     240      $779        $495-$829      72       $849      $560-$990
Camellia Trace      212      80(1)    $668     $435-$704      80      $802        $495-$829      52       $909      $560-$990
Northridge          160      48       $704     $435-$704      96      $792        $495-$829      16       $897      $560-$990
Cedarwood           101       0        NAP     $435-$704      62      $711        $495-$829      39       $783      $560-$990
Whispering Oaks      50       5       $599     $435-$704      36      $699        $495-$829       9       $799      $560-$990
------------------------------------------------------------------------------------------------------------------------------


(1)   Includes 20 Loft Units.

      ESCROWS AND RESERVES. The Jackson Portfolio Borrower is required to escrow
1/12 of estimated annual real estate taxes and insurance premiums monthly. The
Jackson Portfolio Borrower is required to deposit $16,263 monthly into a capital
expenditure reserve. An initial deposit of $21,250 was collected upfront for a
deferred maintenance reserve.

      LOCKBOX AND CASH MANAGEMENT. None.

      PROPERTY MANAGEMENT. The Jackson Portfolio Properties are managed by
Brookside Management, which is not an affiliate of Mr. Peter Rosenbaum the
Loan's sponsor. The management agreement is subordinate to the Jackson Portfolio
Loan.

      MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

      ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

      RELEASE OF PARCELS. Partial release is permitted with partial defeasance
of the individual properties, with a release price of 125% of the allocated loan
amount. Immediately following the release, the LTV must be less than or equal to
80% and the DSCR must be at least 1.25x. The Camellia Trace and Cherry Grove
properties are not subject to the partial release and must remain as part of the
collateral.

      TERRORISM COVERAGE. The Jackson Portfolio Borrower is required, in
accordance with the related loan documents to maintain insurance against
terrorism.

      Certain additional information regarding the Jackson Portfolio Loan and
the Jackson Portfolio Properties is set forth on Appendix II hereto.



                                     IV-42


--------------------------------------------------------------------------------
                         MORTGAGE LOAN NO. 8 - METROPLEX
--------------------------------------------------------------------------------


                  [2 PHOTOS OF MORTGAGE LOAN NO. 8 - METROPLEX]



                                     IV-43


--------------------------------------------------------------------------------
                         MORTGAGE LOAN NO. 8 - METROPLEX
--------------------------------------------------------------------------------


                    [MAP OF MORTGAGE LOAN NO. 8 - METROPLEX]



                                     IV-44


--------------------------------------------------------------------------------
                         MORTGAGE LOAN NO. 8 - METROPLEX
--------------------------------------------------------------------------------


                 [SITE PLAN OF MORTGAGE LOAN NO. 8 - METROPLEX]



                                     IV-45


--------------------------------------------------------------------------------
                         MORTGAGE LOAN NO. 8 - METROPLEX
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER:               RBC

ORIGINAL BALANCE:                   $48,000,000

CUT-OFF DATE BALANCE:               $48,000,000

SHADOW RATING (FITCH/S&P):          NAP

LOAN PURPOSE:                       Refinance

FIRST PAYMENT DATE:                 August 1, 2007

INTEREST RATE:                      5.460%

AMORTIZATION:                       Interest Only

ARD:                                NAP

HYPERAMORTIZATION:                  NAP

MATURITY DATE:                      July 1, 2017

EXPECTED MATURITY BALANCE:          $48,000,000

SPONSOR(S):                         Alan C. Fox

INTEREST CALCULATION:               Actual/360

CALL PROTECTION:                    Locked out until 2 years after the REMIC
                                    "start-up" day, with U.S. Treasury
                                    defeasance thereafter. Prepayable without a
                                    premium from and after January 1, 2017.


LOAN PER SF:                        $226.70


UP-FRONT RESERVES:                  Earn out Reserve: $4,224,000 (LOC)


ONGOING RESERVES:                   RE Tax(1):        Springing

                                    Insurance(1):     Springing


LOCKBOX:                            None
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:             Single Asset

PROPERTY TYPE:                      Retail

PROPERTY SUB-TYPE:                  Unanchored

LOCATION:                           San Diego, CA

YEAR BUILT/RENOVATED:               1991-1992

PERCENT LEASED(2):                  87.7%

SQUARE FOOTAGE:                     211,734

THE COLLATERAL:                     Two, two-story retail buildings

OWNERSHIP INTEREST:                 Fee


PROPERTY MANAGEMENT:                ACF Property Management, Inc.


3RD MOST RECENT NOI (AS OF):        NAP

2ND MOST RECENT NOI (AS OF):        $2,826,822  (2005)

MOST RECENT NOI (AS OF):            $3,523,943  (2006)

U/W NET OP. INCOME:                 $3,589,857

U/W NET CASH FLOW:                  $3,423,152

U/W OCCUPANCY:                      87.7%

APPRAISED VALUE:                    $65,600,000

CUT-OFF DATE LTV:                   73.2%

MATURITY DATE LTV:                  73.2%

DSCR:                               1.29x
--------------------------------------------------------------------------------

(1)   See "Escrows and Reserves" for specific details.

(2)   Percent Leased is based on the underwritten rent roll dated July 9, 2007.

THE METROPLEX LOAN

      THE LOAN. The eighth largest loan (the "Metroplex Loan") as evidenced by
the Promissory Note (the "Metroplex Note") is secured by a first priority fee
(Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture
Filing) (the "Metroplex Mortgage") encumbering the 211,734 square foot retail
building known as Metroplex, located in San Diego, California (the "Metroplex
Property"). The Metroplex Loan was originated on June 4, 2007 by or on behalf of
Royal Bank of Canada.

      THE BORROWER. The borrower is Metroplex Shopping Center 05 A, L.P., a
California limited partnership (the "Metroplex Borrower") that owns no material
asset other than the Metroplex Property and related interests. The Metroplex
Borrower is controlled by Alan C. Fox, the sponsor of the Metroplex Loan.

      THE PROPERTY. The Metroplex Property is located in San Diego, California
at the intersection of Miramar and Carroll Road. The Metroplex Property was
originally constructed in 1991-1992. It consists of two, two-story in-line
buildings totaling 211,734 square feet. The property configuration includes
68,266 square feet (32.24%) for office space, and 143,468 square feet (67.76%)
for retail space. The Metroplex Property is situated on approximately 8.92 acres
and includes 688 parking spaces. The Metroplex Property is anchored by Treasures
Furniture, Inc. and New Horizons, Inc. Treasurers Furniture annualized YTD sales
are $218/SF, indicating occupancy costs of 9.03%.



                                     IV-46


      The following table presents certain information relating to the major
tenants at the Metroplex Property:



-----------------------------------------------------------------------------------------------------------------------------------
                                                                                           % OF TOTAL     ANNUALIZED
                              CREDIT RATING                                ANNUALIZED      ANNUALIZED    UNDERWRITTEN
                                 (FITCH/                                  UNDERWRITTEN    UNDERWRITTEN     BASE RENT      LEASE
      TENANT NAME            MOODY'S/S&P)(1)   TENANT NRSF    % OF NRSF   BASE RENT ($)     BASE RENT    ($ PER NRSF)   EXPIRATION
-----------------------------------------------------------------------------------------------------------------------------------

Treasure's Furniture, Inc.       --/--/--        100,233          47%       $1,980,308          53%          $19.76     11/30/2013
New Horizons, Inc                --/--/--         18,937           9%         $432,322          12%          $22.83     06/30/2008
Scan Furniture                   --/--/--         17,045           8%         $347,718           9%          $20.40     07/31/2007
Koren Metro Flooring, Inc.       --/--/--         13,408           6%         $257,434           7%          $19.20     04/30/2014

-----------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                           149,623          71%       $3,017,906          80%          $20.17
-----------------------------------------------------------------------------------------------------------------------------------

Other Tenants                    Various          36,020          17%         $752,627          20%          $20.89      Various
Vacant Space                       NAP            26,091          12%               $0           0%           $0.00        NAP
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                           211,734         100%       $3,770,534         100%        $20.31(2)
-----------------------------------------------------------------------------------------------------------------------------------


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

(2)   Excludes vacant square footage.



----------------------------------------------------------------------------------------------------------------
                                            LEASE ROLLOVER SCHEDULE

                   # OF     AVERAGE BASE    % OF TOTAL                    % OF TOTAL BASE      CUMULATIVE % OF
                  LEASES    RENT PER SF    SQUARE FEET    CUMULATIVE %    RENTAL REVENUES     TOTAL BASE RENTAL
      YEAR        ROLLING     ROLLING        ROLLING      OF SF ROLLING       ROLLING         REVENUES ROLLING
----------------------------------------------------------------------------------------------------------------

     Vacant          2          $0.00           12%            12%               0%                    0%
      2007           1         $20.40            8%            20%               9%                    9%
      2008           3         $21.68           10%            30%              12%                   21%
      2009           0          $0.00            0%            30%               0%                   21%
      2010           2         $18.91            3%            33%               3%                   25%
      2011           1         $18.36            3%            37%               3%                   28%
      2012           1         $17.08            2%            39%               2%                   30%
      2013           1         $19.76           47%            86%              53%                   83%
      2014           2         $20.76           10%            97%              12%                   95%
      2015           0          $0.00            0%            97%               0%                   95%
      2016           0          $0.00            0%            97%               0%                   95%
 2017 & Beyond       1         $28.20            3%           100%               5%                  100%
----------------------------------------------------------------------------------------------------------------


      ESCROWS AND RESERVES. Upon event of default, the Metroplex Borrower is
required to escrow 1/12 of estimated annual real estate taxes and insurance
premiums monthly.

      At loan closing, the Metroplex Borrower posted a letter of credit in the
total amount of $4,224,000 (collectively, the "Earnout Reserve"). Funds in the
earnout reserve will be released to the Metroplex Borrower once they furnish to
the lender a written disbursement request and upon satisfaction of certain
conditions, including but not limited to, a DSCR equal to or greater than 1.20x
and a maximum LTV of 80%.

      LOCKBOX AND CASH MANAGEMENT. None.

      PROPERTY MANAGEMENT. The Metroplex Property is managed by ACF Property
Management, Inc. which is an affiliate of Alan C. Fox the Loan's sponsor. The
management agreement is subordinate to the Metroplex Loan.

      MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

      ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

      RELEASE OF PARCELS. Not allowed.

      TERRORISM COVERAGE. The Metroplex Borrower is required, in accordance with
the related loan documents to maintain insurance against terrorism.

      PERSONAL GUARANTEE. The sponsor of the Metroplex Loan has provided a
personal guarantee up to a maximum of $7,000,000 against realized losses on the
Metroplex Loan. Such guarantee will be assigned by the mortgage loan seller to
the MSCI 2007-IQ15 trust. In addition, the sponsor is personally liable to the
lender with respect to the matters specifically set forth in "Risk Factors -- A
Large



                                     IV-47


Concentration Of Retail Properties In The Mortgage Pool Will Subject Your
Investment To The Special Risks Of Retail Properties" in the Free Writing
Prospectus.

      Certain additional information regarding the Metroplex Loan and the
Metroplex Property is set forth on Appendix II hereto.



                                     IV-48


--------------------------------------------------------------------------------
                    MORTGAGE LOAN NO. 9 - ONE INDIANA SQUARE
--------------------------------------------------------------------------------


             [4 PHOTOS OF MORTGAGE LOAN NO. 9 - ONE INDIANA SQUARE]



                                     IV-49


--------------------------------------------------------------------------------
                    MORTGAGE LOAN NO. 9 - ONE INDIANA SQUARE
--------------------------------------------------------------------------------


                [MAP OF MORTGAGE LOAN NO. 9 - ONE INDIANA SQUARE]



                                     IV-50


--------------------------------------------------------------------------------
                    MORTGAGE LOAN NO. 9 - ONE INDIANA SQUARE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER:               MSMCH

ORIGINAL BALANCE:                   $48,000,000

CUT-OFF DATE BALANCE:               $48,000,000

SHADOW RATING (FITCH/S&P):          NAP

LOAN PURPOSE:                       Refinance

FIRST PAYMENT DATE:                 August 1, 2007

INTEREST RATE:                      5.770%

AMORTIZATION:                       Interest-only through July 1, 2009.
                                    Thereafter, principal and interest
                                    payments of $280,725.12 beginning August 1,
                                    2009 through the maturity date.


ARD:                                NAP

HYPERAMORTIZATION:                  NAP

MATURITY DATE:                      July 1, 2017

EXPECTED MATURITY BALANCE:          $42,396,374

SPONSOR(S):                         McKnight Realty Partners

INTEREST CALCULATION:               Actual/360

CALL PROTECTION:                    Locked out until 2 years after the REMIC
                                    "start-up" day, with U.S. Treasury
                                    defeasance thereafter. Prepayable without a
                                    premium on or after January 1, 2017.

LOAN PER SF:                        $72.46


UP-FRONT RESERVES:                  TI/LC:                   $1,000,000

                                    Deferred Maintenance:    $17,500,000

                                    Deferred Maintenance:    $15,000,000 (LOC)

                                    Major Tenant TI/LC:      $2,000,000


ONGOING RESERVES:                   RE Tax:                  Springing(2)

                                    Insurance:               Springing(2)

                                    TI/LC:                   Springing(2)

                                    Cap Ex:                  $11,040/month(2)

                                    Construction             Springing(2)

                                    Management:


LOCKBOX:                            None
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:             Single Asset

PROPERTY TYPE:                      Office

PROPERTY SUB-TYPE:                  Urban

LOCATION:                           Indianapolis, IN

YEAR BUILT/RENOVATED:               1970/1997-2005; 2007

PERCENT LEASED(1):                  68.5%

SQUARE FOOTAGE:                     662,416

THE COLLATERAL:                     A 36-story Class A office

OWNERSHIP INTEREST:                 Fee


PROPERTY MANAGEMENT:                McKnight Property Management, LLC


3RD MOST RECENT NOI (AS OF):        $4,704,532  (2005)

2ND MOST RECENT NOI (AS OF):        $4,696,475  (2006)

MOST RECENT NOI (AS OF):            $4,516,558  (T-12 03/31/2007)

U/W NET OP. INCOME:                 $4,889,097

U/W NET CASH FLOW:                  $4,094,198

U/W OCCUPANCY:                      73.5%

APPRAISED VALUE:                    $61,500,000

CUT-OFF DATE LTV:                   78.0%

MATURITY DATE LTV:                  68.9%

DSCR:                               1.46x

POST IO DSCR:                       1.22x
--------------------------------------------------------------------------------

(1)   Percent Leased is based on the rent roll dated April 1, 2007.

(2)   See "Escrows and Reserves" for specific details.

THE ONE INDIANA SQUARE LOAN

      THE LOAN. The ninth largest loan (the "One Indiana Square Loan") as
evidenced by the Promissory Note (the "One Indiana Square Note") is secured by a
first priority fee Mortgage and Security Agreement (the "One Indiana Square
Mortgage") encumbering a 36-story Class A office building known as One Indiana
Square, located in Indianapolis, Indiana (the "One Indiana Square Property").
The One Indiana Square Loan was originated on June 15, 2007 by or on behalf of
Morgan Stanley Mortgage Capital Inc. (predecessor to Morgan Stanley Mortgage
Capital Holdings LLC).

      THE BORROWER. The borrower is One Indiana Square Associates LLC, an
Indiana limited liability company (the "One Indiana Square Borrower") that owns
no material asset other than the One Indiana Square Property and related
interests. The One Indiana Square Borrower is indirectly controlled by four
individuals, three of whom are carve-out guarantors in respect of the One
Indiana Square Borrower and are officers of McKnight Realty Partners
("McKnight"), the sponsor of the One Indiana Square Loan. McKnight is a real
estate



                                     IV-51


investment firm led by members of two well known Pittsburgh families. Beginning
in 1999 with its acquisition of a prime 800,000 square-foot building in the core
of the Pittsburgh commercial business district, McKnight has acquired and
improved fourteen commercial properties in Pittsburgh, in addition to commercial
properties in Indianapolis, Chicago, Columbus, Cincinnati and Dallas.

      THE PROPERTY. The One Indiana Square Property is located in Indianapolis,
Indiana, on the northeast corner of Ohio Street and Pennsylvania Street. The One
Indiana Square Property is a 36-story Class A office building, containing
approximately 662,416 square feet. The One Indiana Square Property was
constructed in 1970. The One Indiana Square Property is situated on
approximately 2.27 acres and includes 905 parking spaces. On April 2, 2006,
intense winds swept through the Indianapolis commercial business district,
damaging the facade and curtain wall, as well as certain interior areas, on
sixteen stories of the One Indiana Square Property. The cost to repair such
damage is estimated by a third-party engineer to be approximately $11,750,000.
The One Indiana Square Borrower has submitted an insurance claim in respect of
the damage and deposited $32,500,000 into the repair reserve (consisting of
$15,000,000 by letters of credit and $17,500,000 in cash) to completely
reconstruct the building facade in addition to making the necessary repairs. Any
insurance proceeds received by the One Indiana Square Borrower are required to
be deposited into a repair reserve. The One Indiana Square Borrower's failure to
repair the damage pursuant to the terms of One Indiana Square Mortgage would be
an event of default thereunder. In addition, the non-recourse carveout guarantor
has provided a completion guaranty of the repair work.

      The following table presents certain information relating to the major
tenants at the One Indiana Square Property:



------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         ANNUALIZED
                                                                          ANNUALIZED     % OF TOTAL     UNDERWRITTEN
                            CREDIT RATING                                UNDERWRITTEN    ANNUALIZED       BASE RENT
                               (FITCH/                                    BASE RENT      UNDERWRITTEN      ($ PER         LEASE
      TENANT NAME          MOODY'S/S&P)(1)    TENANT NRSF   % OF NRSF        ($)          BASE RENT       NRSF)(2)     EXPIRATION
------------------------------------------------------------------------------------------------------------------------------------

Regions Bank                   A+/A1/A          107,028        16%        $2,087,046         26%           $19.50      06/30/2011
Sommer & Barnard              --/--/--           81,879        12%        $1,702,951         21%           $21.50      01/31/2021
Krieg Devault et al           --/--/--           48,927         7%          $965,030         12%           $19.86      08/31/2010
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                          237,834        36%        $4,755,027         59%           $20.25
------------------------------------------------------------------------------------------------------------------------------------

Other Tenants                    NAP            212,967        32%        $3,285,921         41%           $17.31        Various
Vacant Space                     NAP            211,615        32%                $0          0%            $0.00          NAP
------------------------------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE                          662,416       100%        $8,040,948        100%           $18.93
------------------------------------------------------------------------------------------------------------------------------------


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

(2)   Annualized Underwritten Base Rent per NRSF excludes space to which no rent
      is attributed, such as storage, vault space, fitness center, meeting
      rooms, and tenants with free rent until February 2008.

      The following table presents certain information relating to the lease
rollover at the One Indiana Square Property:



----------------------------------------------------------------------------------------------------------------------
                                               LEASE ROLLOVER SCHEDULE

                                                                                 % OF TOTAL
                                 AVERAGE BASE     % OF TOTAL     CUMULATIVE %   BASE RENTAL     CUMULATIVE % OF TOTAL
                  # OF LEASES    RENT PER SF     SQUARE FEET        OF SF        REVENUES       BASE RENTAL REVENUES
     YEAR           ROLLING       ROLLING(1)      ROLLING(2)      ROLLING(2)      ROLLING              ROLLING
----------------------------------------------------------------------------------------------------------------------

     Vacant            31           $0.00            33%             33%             0%                   0%
      MTM               2          $17.94             2%             35%             3%                   3%
      2007              4          $17.62             1%             35%             1%                   4%
      2008              2          $13.67             0%             36%             0%                   4%
      2009              6          $17.70             4%             40%             6%                  10%
      2010             11          $18.89            12%             52%            18%                  28%
      2011              4          $19.34            18%             70%            28%                  56%
      2012              5          $18.88             4%             74%             5%                  62%
      2013              6          $17.07             7%             81%            10%                  72%
      2014              3          $17.25             1%             82%             1%                  73%
      2015              2          $15.95             5%             87%             6%                  79%
      2016              0           $0.00             0%             87%             0%                  79%
 2017 & Beyond          5          $21.50            13%            100%            21%                 100%
----------------------------------------------------------------------------------------------------------------------


(1)   The Average Base Rent per SF Rolling excludes space to which no rent is
      attributed, such as storage, vault space, fitness center, meeting rooms,
      and rent from the tenant "Broadcast Services" who do not occupy any square
      footage, but pay $96,000 in rent.

(2)   The percentage of total square feet rolling and cumulative percentage of
      square feet rolling exclude 16,279 SF of space to which no rent or
      expiration date is attributed, such as storage vault space, fitness
      center, and meeting rooms.

      ESCROWS AND RESERVES. At loan closing, the One Indiana Square Borrower (i)
posted a letter of credit in the total amount of $15,000,000 (collectively, the
"Completion/Repair Letter of Credit") and deposited an amount equal to
$17,500,000 into a Required Repairs reserve and (ii) deposited (a) an amount
equal to $2,000,000 for tenant improvement and leasing commission costs
associated with the



                                     IV-52


largest tenant's lease expiration on June 30, 2011 (the "Major Tenant TI/LC
Reserve") and (b) an amount equal to $1,000,000 as TI/LC reserve for the other
spaces (the "Standard TI/LC Reserve"). Any insurance proceeds for the windstorm
damage received by the One Indiana Square Borrower are also required to be
deposited into the Required Repairs reserve. The Completion/Repair Letter of
Credit will be held until all exterior work is complete. The Major Tenant TI/LC
Reserve will be released upon the re-tenanting of the related space for a term
that extends at least three years beyond the loan's maturity date. Moreover, if
the TI/LC balance falls below the $1MM cap, the One Indiana Square Borrower is
required to deposit (i) monthly into the Standard TI/LC Reserve an amount equal
to $25,000 until the amount on deposit in such reserve equals $1,000,000 and
(ii) monthly into a Cap Ex Reserve in an amount equal to $11,040. Additionally,
if an event of default has occurred and is continuing, the DSCR ceases to be
equal to or greater than 1.10x or the lender does not receive proof that all
taxes and insurance premiums have been paid at least thirty days prior to their
respective due dates, the One Indiana Square Borrower will be required to
deposit monthly into a Tax Reserve 1/12 of the taxes payable during the next
ensuing 12 months and into an Insurance Reserve 1/12 of the insurance premiums
payable for the renewal of the coverage upon the expiration thereof.

      LOCKBOX AND CASH MANAGEMENT. None.

      PROPERTY MANAGEMENT. The One Indiana Square Property is managed by
McKnight Property Management, LLC, which is an affiliate of the One Indiana
Square Borrower. The management agreement is subordinate to the One Indiana
Square Loan.

      MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

      ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

      RELEASE OF PARCELS. Not allowed.

      TERRORISM COVERAGE. The One Indiana Square Borrower is required, in
accordance with the related loan documents, to maintain insurance against perils
and acts of terrorism, provided that such insurance is available at commercially
reasonable rates as determined by the Mortgagee in its sole discretion.

      Certain additional information regarding the One Indiana Square Loan and
the One Indiana Square Property is set forth on Appendix II hereto.



                                     IV-53






                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                                     IV-54


--------------------------------------------------------------------------------
                   MORTGAGE LOAN NO. 10 - 190 EAST 7TH STREET
--------------------------------------------------------------------------------


            [3 PHOTOS OF MORTGAGE LOAN NO. 10 - 190 EAST 7TH STREET]



                                     IV-55


--------------------------------------------------------------------------------
                   MORTGAGE LOAN NO. 10 - 190 EAST 7TH STREET
--------------------------------------------------------------------------------


               [MAP OF MORTGAGE LOAN NO. 10 - 190 EAST 7TH STREET]



                                     IV-56


--------------------------------------------------------------------------------
                   MORTGAGE LOAN NO. 10 - 190 EAST 7TH STREET
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER:               PMCF

ORIGINAL BALANCE:                   $46,500,000

CUT-OFF DATE BALANCE:               $46,500,000

SHADOW RATING (FITCH/S&P):          NAP/NAP

LOAN PURPOSE:                       Refinance

FIRST PAYMENT DATE:                 August 5, 2007

INTEREST RATE:                      6.300%

AMORTIZATION:                       Interest Only

ARD:                                NAP

HYPERAMORTIZATION:                  NAP

MATURITY DATE:                      July 5, 2017

EXPECTED MATURITY BALANCE:          $46,500,000

SPONSOR(S):                         Paul Stallings

INTEREST CALCULATION:               Actual/360

CALL PROTECTION:                    Locked out until until 25 months after the
                                    REMIC "start-up" day, with U.S. Treasury
                                    defeasance thereafter. Prepayable without a
                                    premium from and after May 6, 2017.


LOAN PER UNIT:                      $375,000


UP-FRONT RESERVES:                  RE Tax(1):        $58,142

                                    Insurance(1):     $48,895


ONGOING RESERVES:                   RE Tax(1):        $58,142

                                    Insurance(1):     $8,149

                                    Cap Ex(1):        $2,780


LOCKBOX:                            None
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:             Single Asset

PROPERTY TYPE:                      Multifamily

PROPERTY SUB-TYPE:                  Low Rise

LOCATION:                           New York, NY

YEAR BUILT/RENOVATED:               1998 / N/A

PERCENT LEASED(2):                  100.0%

UNITS:                              124

THE COLLATERAL:                     A two building multifamily apartment complex

OWNERSHIP INTEREST:                 Fee


PROPERTY MANAGEMENT:                CLS Management, LLC.


3RD MOST RECENT NOI (AS OF):        $3,090,819  (2005)

2ND MOST RECENT NOI (AS OF):        $3,259,736  (2006)

MOST RECENT NOI (AS OF):            $3,381,821  (T-12 04/30/2007)

U/W NET OP. INCOME:                 $3,595,610

U/W NET CASH FLOW:                  $3,562,254

U/W OCCUPANCY:                      96.0%

APPRAISED VALUE:                    $77,200,000

CUT-OFF DATE LTV:                   60.2%

MATURITY DATE LTV:                  60.2%

DSCR:                               1.20x
--------------------------------------------------------------------------------

(1)   See "Escrows and Reserves" for specific details.

(2)   Percent Leased is based on the rent roll dated June 11, 2007.

THE 190 EAST 7TH STREET LOAN

      THE LOAN. The tenth largest loan (the "190 East 7th Street Loan") as
evidenced by the Amended, Restated and Consolidated Promissory Note is secured
by a first priority fee Amended, Restated and Consolidated Mortgage and Security
Agreement encumbering a 124-unit 2-building apartment complex known as 190 East
7th Street, located on approximately 0.57 acres in New York, New York (the "190
East 7th Street Property"). The 190 East 7th Street Loan was originated on June
11, 2007 by or on behalf of Prudential Mortgage Capital Funding, LLC.

      THE BORROWER. The borrower is P.S. 71 Associates, LLC, a New York limited
liability company (the "190 East 7th Street Borrower") that owns no material
asset other than the 190 East 7th Street Property and related interests. Paul
Stallings, the sponsor and sole guarantor of the 190 East 7th Street Loan, holds
a 49.75% direct ownership interest in the 190 East 7th Street Borrower. Mr.
Stallings has been actively engaged in real estate development since 1979, and
as of May 2007 owns and operates 11 residential rental buildings and a 110-room
NYC boutique hotel.

      THE PROPERTY. The 190 East 7th Street Property is located in New York, New
York, at 186 - 196 East 7th Street, in the East Village neighborhood of downtown
New York City. The 190 East 7th Street Property is located on a thru-block site
with frontage on East 6th Street and East 7th Street between Avenues B and C.
The 190 East 7th Street Property was originally constructed in 1998.



                                     IV-57




----------------------------------------------------------------------------------------------------------
                                  PERCENT LEASED
                     NUMBER OF        (AS OF        AVERAGE SF    AVERAGE MONTHLY    AVERAGE MONTHLY RENT
      UNIT TYPE        UNITS       06/11//2007)      PER UNIT      RENT PER UNIT            PER SF
----------------------------------------------------------------------------------------------------------

Studio                   5             100.0%            488           $2,099               $4.30
1-Bedroom               22             100.0%            597           $2,696               $4.52
2-Bedroom               67             100.0%            717           $3,225               $4.50
3-Bedroom               25             100.0%          1,115           $4,477               $4.02
4-Bedroom                5             100.0%          1,443           $4,765               $3.30
----------------------------------------------------------------------------------------------------------
TOTAL                  124             100.0%            796           $3,400               $4.27
----------------------------------------------------------------------------------------------------------


      The above table is generally based on data provided by Metropolitan
Valuation Services.

      ESCROWS AND RESERVES. At loan origination, the 190 East 7th Street
Borrower deposited an amount equal to $58,142 into a real estate retax reserve
and $48,895 into an insurance reserve. In addition, the 190 East 7th Street
Borrower is required to escrow 1/12 of annual real estate taxes and 1/12 of
annual insurance premiums monthly. Lastly, the 190 East 7th Street Borrower is
required to deposit $2,780 monthly into a replacement reserve.

      LOCKBOX AND CASH MANAGEMENT. None.

      PROPERTY MANAGEMENT. The 190 East 7th Street Property is managed by CLS
Management, LLC., which is an affiliate of the 190 East 7th Street Borrower. The
management agreement is subordinate to the 190 East 7th Street Loan.

      MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

      ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not allowed.

      RELEASE OF PARCELS. Not allowed.

      TERRORISM COVERAGE. The 190 East 7th Street Borrower is required, in
accordance with the related loan documents, to maintain insurance against perils
and acts of terrorism, provided that such insurance is commercially available.

      Certain additional information regarding the 190 East 7th Street Loan and
the 190 East 7th Street Property is set forth on Appendix II hereto.



                                     IV-58

                      [THIS PAGE INTENTIONALLY LEFT BLANK.]

[LOGO OMITTED] us bank(R)
               Five Star Service Guaranteed [LOGO OMITTED]

                                                   MORGAN STANLEY CAPITAL I INC.
                                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-IQ15

                                                   STATEMENT TO CERTIFICATEHOLDERS

                                                                                                           PAYMENT DATE:
                                                                                                           RECORD DATE:
                                                                                                           DETERMINATION DATE:

U.S. BANK CORPORATE TRUST SERVICES
ONE FEDERAL STREET
BOSTON, MA 02110

PAYING AGENT'S REPORT TO CERTIFICATEHOLDERS
TABLE OF CONTENTS


------------------------------------------------------------------------------------------------------------------------------------
REPORT SECTIONS                                                       PREPARER            PAGE NUMBER                 ACCESS
---------------                                                     ------------          -----------                 ------

Distribution Date Statement                                         Paying Agent
Loan Schedule                                                       Paying Agent
Loan Portfolio Stratifications                                      Paying Agent
Historical Liquidation Loss Report                                  Paying Agent
Historical Bond / Collateral Realized Loss Reconciliation Report    Paying Agent
Interest Shortfall Reconciliation                                   Paying Agent
Reconciliation of Funds                                             Paying Agent
REO Status Reports                                                    Servicer
Historical Loan Modification                                          Servicer
Delinquent Loan Status Report                                         Servicer
Loan Level Reserve/ LOC Report                                        Servicer
Servicer Watchlist                                                    Servicer
Comparative Financial Status Report                                   Servicer
------------------------------------------------------------------------------------------------------------------------------------


ADDITIONAL REPORT/FILE
------------------------------------------------------------------------------------------------------------------------------------

CSSA Periodic Loan Update File                                        Servicer     Delivery Through Web Site
Operating Statement Analysis                                          Servicer     Upon Request
NOI Adjustment Worksheet                                              Servicer     Upon Request
------------------------------------------------------------------------------------------------------------------------------------


US BANK INFORMATION DELIVERY VEHICLES
------------------------------------------------------------------------------------------------------------------------------------

Web Site:                                                                       https://trustinvestorreporting.usbank.com
For other information delivery requests:                                        ct.information.delivery@usbank.com
------------------------------------------------------------------------------------------------------------------------------------


DEAL-SPECIFIC CONTACTS
------------------------------------------------------------------------------------------------------------------------------------

Account Officer (paying agent questions):
Bond Analyst (analytics and collateral questions):
Trustee                                               Wells Fargo Bank, National Association
Paying Agent                                          U.S. Bank National Association
Master Servicers                                      Capmark Finance Inc.,
                                                      Prudential Asset Resources, Inc., with respect to the Prudential loans only
Special Servicers                                     Centerline Servicing Inc.,
                                                      Prudential Asset Resources, Inc., with respect to the Hilton Washington,
                                                      D.C. loan only
------------------------------------------------------------------------------------------------------------------------------------


RATING AGENCY CONTACTS
------------------------------------------------------------------------------------------------------------------------------------

Fitch, Inc.                                                                        Standard & Poor's Rating Services
One State Street Plaza                                                             55 Water Street
New York, NY 10004                                                                 New York, NY 10041
(212) 908-0500                                                                     (212) 438-2430
------------------------------------------------------------------------------------------------------------------------------------

This report has been prepared by, or is based on information furnished to U.S. Bank Corporate Trust Services ("U.S. Bank") by, one
or more third parties (e.g. Servicers, Master Servicer, etc.), and U.S. Bank has not independently verified information received
from or prepared by any such third party. U.S. Bank shall not and does not undertake responsibility for the accuracy, completeness,
or sufficiency of this report or the information contained herein for any purpose, and U.S. Bank makes no representations or
warranties with respect thereto. The information in this report is presented here with the approval of the Issuer solely as a
convenience for the user, and should not be relied upon without further investigation by any user contemplating an investment
decision with respect to the related securities.







[LOGO OMITTED] us bank(R)
               Five Star Service Guaranteed [LOGO OMITTED]

                                                    MORGAN STANLEY CAPITAL I INC.
                                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-IQ15

                                                   STATEMENT TO CERTIFICATEHOLDERS

                                                                                                           PAYMENT DATE:
                                                                                                           RECORD DATE:
                                                                                                           DETERMINATION DATE:
PAYING AGENT'S REPORT TO CERTIFICATEHOLDERS
PAYMENT SUMMARY


------------------------------------------------------------------------------------------------------------------------------------
         PASS
        THROUGH   ORIGINAL   BEGINNING    PRINCIPAL       INTEREST     PREPAYMENT      REALIZED           TOTAL           ENDING
CLASS    RATE     BALANCE     BALANCE    DISTRIBUTION   DISTRIBUTION    PREMIUM     PRINCIPAL LOSS     DISTRIBUTION      BALANCE
------------------------------------------------------------------------------------------------------------------------------------
























------------------------------------------------------------------------------------------------------------------------------------
          Totals:
                  ------------------------------------------------------------------------------------------------------------------

CERTIFICATE FACTOR DETAIL


---------------------------------------------------------------------------------------------------
                   BEGINNING      PRINCIPAL       INTEREST     PREPAYMENT  REALIZED       ENDING
CLASS    CUSIP    CERT. FACTOR   DISTRIBUTION   DISTRIBUTION    PREMIUM      LOSS      CERT. FACTOR
---------------------------------------------------------------------------------------------------

















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







[LOGO OMITTED] us bank(R)
               Five Star Service Guaranteed [LOGO OMITTED]

                                                    MORGAN STANLEY CAPITAL I INC.
                                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-IQ15

                                                   STATEMENT TO CERTIFICATEHOLDERS

                                                                                                           PAYMENT DATE:
                                                                                                           RECORD DATE:
                                                                                                           DETERMINATION DATE:

PRINCIPAL DETAIL:


------------------------------------------------------------------------------------------------------------------------------------
        BEGINNING   SCHEDULED   UNSCHEDULED      REALIZED        TOTAL      ENDING      CUMULATIVE               CUMULATIVE
CLASS    BALANCE    PRINCIPAL    PRINCIPAL    PRINCIPAL LOSS   PRINCIPAL   BALANCE    REALIZED LOSSES       APPRAISAL REDUCTION
------------------------------------------------------------------------------------------------------------------------------------























------------------------------------------------------------------------------------------------------------------------------------
TOTAL
------------------------------------------------------------------------------------------------------------------------------------

INTEREST DETAIL:


------------------------------------------------------------------------------------------------------------------------------------
              ACCRUED           UNPAID    NET AGG   INTEREST      RECOVERY OF       PREPAYMENT    TOTAL INTEREST         ENDING
CLASS   CERTIFICATE INTEREST   INTEREST    PPIS       LOSS     NONRECOVERABLE ADV    PREMIUMS     DISTR. AMOUNT     UNPAID INTEREST
------------------------------------------------------------------------------------------------------------------------------------























------------------------------------------------------------------------------------------------------------------------------------
TOTAL
------------------------------------------------------------------------------------------------------------------------------------







[LOGO OMITTED] us bank(R)
               Five Star Service Guaranteed [LOGO OMITTED]

                                                    MORGAN STANLEY CAPITAL I INC.
                                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-IQ15

                                                   STATEMENT TO CERTIFICATEHOLDERS

                                                                                                           PAYMENT DATE:
                                                                                                           RECORD DATE:
                                                                                                           DETERMINATION DATE:

PAYING AGENT'S REPORT TO CERTIFICATEHOLDERS
MORTGAGE LOAN ACTIVITY FOR RELATED PAYMENT DATE:


            ------------------------------------------------------------------------------------------------------------------------
                         Beginning                                                          Ending                        Ending
                         Agg Sched      Sch       Unsch Sch                  Available     Agg Sched                    Agg Actual
            # of Loans   Principal   Principal    Principal     Interest    Distribution   Principal   Realized Loss     Principal
            Remaining     Balance    Remittance   Remittance   Remittance       Amt        Balance     Since Cutoff       Balance
------------------------------------------------------------------------------------------------------------------------------------

Aggregate
------------------------------------------------------------------------------------------------------------------------------------
Group 1
------------------------------------------------------------------------------------------------------------------------------------
Group 2
------------------------------------------------------------------------------------------------------------------------------------

            ---------------------------------
                Current           Current
            Realized Losses   Expenses Losses
---------------------------------------------
Aggregate
---------------------------------------------
Group 1
---------------------------------------------
Group 2
---------------------------------------------

AGGREGATE DELINQUENCY INFORMATION FOR RELATED PAYMENT DATE:


                   -------------------------------------------------------------------------------
                   Current   One Month   Two Months   3 Months +   Bankruptcy   Foreclosures   REO
--------------------------------------------------------------------------------------------------

   # of Loans
--------------------------------------------------------------------------------------------------
Agg Prin Balance
--------------------------------------------------------------------------------------------------


APPRAISAL REDUCTION INFORMATION:
----------------------------------------------------------------
            SPB of      Appraised   Cumulative     Most Recent
Loan #   Apr Red Loan     Value     ASER Amount   App. Red. Date
----------------------------------------------------------------



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

REO PROPERTY WITH FINAL RECOVERY DETERMINATION:
----------------------------------------------------------------------------
Mortgage   Basis for Final   All Proceeds   Portion Proceeds     Amount of
 Loan #    Recovery Determ     Received     to Certificates    Realized Loss
----------------------------------------------------------------------------

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



OTHER REQUIRED INFORMATION
------------------------------------------------------------------------------------

FEES                        Primary Servicer                                    0.00
                            Master Servicer                                     0.00
                            Trustee                                             0.00
                            Special Servicer                                    0.00

AGGREGATE AMOUNT OF:
                            Trust Fund Expenses                                 0.00
                            Additional Trust Fund Expenses                      0.00
                            Other Expenses                                      0.00
ADVANCES                    Current Net Advances             Gp1          Gp2
                                                             ---          ---
                               Principal                           0.00         0.00
                               Interest                            0.00         0.00
                            Advances                               0.00         0.00

                            Interest on Advances                   0.00         0.00

INTEREST RESERVE AMOUNT
                            (Withheld)/Deposit                                  0.00

1. SIGNIFICANT OBLIGOR'S NET OPERATING INCOME                                   0.00
2. SIGNIFICANT OBLIGOR'S NET OPERATING INCOME                                   0.00
------------------------------------------------------------------------------------


TWELVE MONTH SUMMARY OF PREPAYMENTS AND PENALTIES:
-----------------------------------------------------
    Month/Year        Prepayments        Penalties
    ----------        -----------        ---------








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

CLASS XXXX SWAP INFO
--------------------------------------------------------------------------------
(I)
  a) Amount rec'd or paid to Counterparty                                     0
  b) Next succeeding payment Pass-Through Rate                                0%
(II)
  a) Rating Agency Trigger Event                                              X
  b) Swap Default                                                             X
(III)
  a) Swap termination payment                                                 0
  b) Payment to acquire replacement swap contract                             0
  c) Collateral posted by Swap Counterparty
(IV)
  a) payment in excess of sch P&I
     1) Swap termination payment                                              0
     2) Prepayment Premium or Yield Maintenance Charge                        0
--------------------------------------------------------------------------------






[LOGO OMITTED] us bank(R)
               Five Star Service Guaranteed [LOGO OMITTED]

                                                    MORGAN STANLEY CAPITAL I INC.
                                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-IQ15

                                                   STATEMENT TO CERTIFICATEHOLDERS

                                                                                                           PAYMENT DATE:
                                                                                                           RECORD DATE:
                                                                                                           DETERMINATION DATE:
PAYING AGENT'S REPORT TO CERTIFICATEHOLDERS

HISTORICAL INFORMATION (ROLLING 24 MONTHS)


------------------------------------------------------------------------------------------------------------------------------------
       One Month Delinquent   Two Months Delinquent   Three Plus Delinquent    Pre-Payments     Mod./REO/Workouts     Liquidations
Date   Count        Balance   Count         Balance   Count         Balance   Count   Balance   Count     Balance   Count    Balance
------------------------------------------------------------------------------------------------------------------------------------

























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


SUBORDINATION LEVELS
------------------------------------------
Class          Original           Current
------------------------------------------








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

RATINGS DETAIL
----------------------------------------------------------
         Original   Current Fitch   Original   Current S&P
Class     Fitch                       S&P
----------------------------------------------------------









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






[LOGO OMITTED] us bank(R)
               Five Star Service Guaranteed [LOGO OMITTED]

                                                    MORGAN STANLEY CAPITAL I INC.
                                                  COMMERCIAL MORTGAGE PASS-THROUGH
                                                   CERTIFICATES, SERIES 2007-IQ15

                                                ----------------------------------
DISTRIBUTION DATE:                                MORTGAGE LOAN CHARACTERISTICS
                                                ----------------------------------

REMAINING PRINCIPAL BALANCE


             -------------------------------------------------------------------------------------------------
                         TOTAL                           GROUP 1                           GROUP 2
             -------------------------------------------------------------------------------------------------

 BALANCE     COUNT     BALANCE        %       COUNT     BALANCE        %        COUNT     BALANCE        %
--------------------------------------------------------------------------------------------------------------















--------------------------------------------------------------------------------------------------------------
  TOTAL
--------------------------------------------------------------------------------------------------------------

GROSS RATE


             -------------------------------------------------------------------------------------------------
                       TOTAL                             GROUP 1                           GROUP 2
             -------------------------------------------------------------------------------------------------

GROSS RATE   COUNT   BALANCE ($)      %       COUNT   BALANCE ($)      %        COUNT   BALANCE ($)      %
--------------------------------------------------------------------------------------------------------------







--------------------------------------------------------------------------------------------------------------
  TOTAL
--------------------------------------------------------------------------------------------------------------

GROUP 1 WEIGHTED AVERAGE RATE:0%

GROUP 2 WEIGHTED AVERAGE RATE: 0%

TOTAL WEIGHTED AVERAGE RATE: 0%

REMAINING STATED TERM (BALLOON LOANS ONLY)


             -------------------------------------------------------------------------------------------------
                       TOTAL                             GROUP 1                           GROUP 2
             -------------------------------------------------------------------------------------------------

  MONTH      COUNT   BALANCE ($)      %       COUNT   BALANCE ($)      %        COUNT   BALANCE ($)      %
--------------------------------------------------------------------------------------------------------------






--------------------------------------------------------------------------------------------------------------
  TOTAL
--------------------------------------------------------------------------------------------------------------


GROUP 1 WEIGHTED AVERAGE REMAINING STATED TERM:

GROUP 2 WEIGHTED AVERAGE REMAINING STATED TERM:

TOTAL WEIGHTED AVERAGE REMAINING STATED TERM:






[LOGO OMITTED] us bank(R)
               Five Star Service Guaranteed [LOGO OMITTED]

                                                    MORGAN STANLEY CAPITAL I INC.
                                                  COMMERCIAL MORTGAGE PASS-THROUGH
                                                   CERTIFICATES, SERIES 2007-IQ15

                                                ----------------------------------
DISTRIBUTION DATE:                                MORTGAGE LOAN CHARACTERISTICS
                                                ----------------------------------

REMAINING STATED TERM (FULLY AMORTIZING LOANS ONLY)


             -------------------------------------------------------------------------------------------------
                       TOTAL                             GROUP 1                           GROUP 2
             -------------------------------------------------------------------------------------------------

  MONTH      COUNT   BALANCE ($)      %       COUNT   BALANCE ($)      %        COUNT   BALANCE ($)      %
--------------------------------------------------------------------------------------------------------------






--------------------------------------------------------------------------------------------------------------
  TOTAL
--------------------------------------------------------------------------------------------------------------

GROUP 1 WEIGHTED AVERAGE REMAINING STATED TERM:

GROUP 2 WEIGHTED AVERAGE REMAINING STATED TERM:

TOTAL WEIGHTED AVERAGE REMAINING STATED TERM:

AMORTIZATION TYPE


             -------------------------------------------------------------------------------------------------
                       TOTAL                             GROUP 1                           GROUP 2
             -------------------------------------------------------------------------------------------------

   TYPE      COUNT   BALANCE ($)      %       COUNT   BALANCE ($)      %        COUNT   BALANCE ($)      %
--------------------------------------------------------------------------------------------------------------






--------------------------------------------------------------------------------------------------------------
  TOTAL
--------------------------------------------------------------------------------------------------------------

GEOGRAPHIC DISTRIBUTION BY STATE


             -------------------------------------------------------------------------------------------------
                       TOTAL                             GROUP 1                           GROUP 2
             -------------------------------------------------------------------------------------------------

  STATE      COUNT   BALANCE ($)      %       COUNT   BALANCE ($)      %        COUNT   BALANCE ($)      %
--------------------------------------------------------------------------------------------------------------





















--------------------------------------------------------------------------------------------------------------
TOTAL
--------------------------------------------------------------------------------------------------------------

PROPERTY TYPE


             -------------------------------------------------------------------------------------------------
                       TOTAL                             GROUP 1                           GROUP 2
             -------------------------------------------------------------------------------------------------

   TYPE      COUNT   BALANCE ($)      %       COUNT   BALANCE ($)      %        COUNT   BALANCE ($)      %
--------------------------------------------------------------------------------------------------------------






--------------------------------------------------------------------------------------------------------------
  TOTAL
--------------------------------------------------------------------------------------------------------------







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               Five Star Service Guaranteed [LOGO OMITTED]

                                                    MORGAN STANLEY CAPITAL I INC.
                                                  COMMERCIAL MORTGAGE PASS-THROUGH
                                                   CERTIFICATES, SERIES 2007-IQ15

                                                ----------------------------------
DISTRIBUTION DATE:                                MORTGAGE LOAN CHARACTERISTICS
                                                ----------------------------------

SEASONING


             -------------------------------------------------------------------------------------------------
                       TOTAL                             GROUP 1                           GROUP 2
             -------------------------------------------------------------------------------------------------

  MONTH      COUNT   BALANCE ($)      %       COUNT   BALANCE ($)      %        COUNT   BALANCE ($)      %
--------------------------------------------------------------------------------------------------------------



--------------------------------------------------------------------------------------------------------------
  TOTAL
--------------------------------------------------------------------------------------------------------------

GROUP 1 WEIGHTED AVERAGE SEASONING:

GROUP 2 WEIGHTED AVERAGE SEASONING:

TOTAL WEIGHTED AVERAGE SEASONING:

ORIGINAL REMAINING TERM TO MATURITY


             -------------------------------------------------------------------------------------------------
                       TOTAL                             GROUP 1                           GROUP 2
             -------------------------------------------------------------------------------------------------

  MONTH      COUNT   BALANCE ($)      %       COUNT   BALANCE ($)      %        COUNT   BALANCE ($)      %
--------------------------------------------------------------------------------------------------------------






--------------------------------------------------------------------------------------------------------------
  TOTAL
--------------------------------------------------------------------------------------------------------------

GROUP 1 WEIGHTED AVERAGE ORIGINAL REMAINING MONTHS:

GROUP 2 WEIGHTED AVERAGE ORIGINAL REMAINING MONTHS:

TOTAL WEIGHTED AVERAGE ORIGINAL REMAINING MONTHS:

REMAINING TERM TO MATURITY


             -------------------------------------------------------------------------------------------------
                       TOTAL                             GROUP 1                           GROUP 2
             -------------------------------------------------------------------------------------------------

  MONTH      COUNT   BALANCE ($)      %       COUNT   BALANCE ($)      %        COUNT   BALANCE ($)      %
--------------------------------------------------------------------------------------------------------------






--------------------------------------------------------------------------------------------------------------
  TOTAL
--------------------------------------------------------------------------------------------------------------


GROUP 1 WEIGHTED AVERAGE REMAINING MONTHS:

GROUP 2 WEIGHTED AVERAGE REMAINING MONTHS:

TOTAL WEIGHTED AVERAGE REMAINING MONTHS:






[LOGO OMITTED] us bank(R)
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                                                    MORGAN STANLEY CAPITAL I INC.
                                                  COMMERCIAL MORTGAGE PASS-THROUGH
                                                   CERTIFICATES, SERIES 2007-IQ15

                                                ----------------------------------
DISTRIBUTION DATE:                                MORTGAGE LOAN CHARACTERISTICS
                                                ----------------------------------

ORIGINAL AMORTIZATION TERM


             -------------------------------------------------------------------------------------------------
                       TOTAL                             GROUP 1                           GROUP 2
             -------------------------------------------------------------------------------------------------

  MONTH      COUNT   BALANCE ($)      %       COUNT   BALANCE ($)      %        COUNT   BALANCE ($)      %
--------------------------------------------------------------------------------------------------------------






--------------------------------------------------------------------------------------------------------------
  TOTAL
--------------------------------------------------------------------------------------------------------------

GROUP 1 WEIGHTED AVERAGE ORIGINAL AMORTIZATION MONTHS:

GROUP 2 WEIGHTED AVERAGE ORIGINAL AMORTIZATION MONTHS:

TOTAL WEIGHTED AVERAGE ORIGINAL AMORTIZATION MONTHS:

REMAINING AMORTIZATION TERM


             -------------------------------------------------------------------------------------------------
                       TOTAL                             GROUP 1                           GROUP 2
             -------------------------------------------------------------------------------------------------

  MONTH      COUNT   BALANCE ($)      %       COUNT   BALANCE ($)      %        COUNT   BALANCE ($)      %
--------------------------------------------------------------------------------------------------------------






--------------------------------------------------------------------------------------------------------------
  TOTAL
--------------------------------------------------------------------------------------------------------------

GROUP 1 WEIGHTED AVERAGE REMAINING AMORTIZATION MONTHS:

GROUP 2 WEIGHTED AVERAGE REMAINING AMORTIZATION MONTHS:

TOTAL WEIGHTED AVERAGE REMAINING AMORTIZATION MONTHS:

YEAR OF FIRST PAYMENT DATE


             -------------------------------------------------------------------------------------------------
                       TOTAL                             GROUP 1                           GROUP 2
             -------------------------------------------------------------------------------------------------

   YEAR      COUNT   BALANCE ($)      %       COUNT   BALANCE ($)      %        COUNT   BALANCE ($)      %
--------------------------------------------------------------------------------------------------------------




--------------------------------------------------------------------------------------------------------------
  TOTAL
--------------------------------------------------------------------------------------------------------------







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                                                    MORGAN STANLEY CAPITAL I INC.
                                                  COMMERCIAL MORTGAGE PASS-THROUGH
                                                   CERTIFICATES, SERIES 2007-IQ15

                                                ----------------------------------
DISTRIBUTION DATE:                                MORTGAGE LOAN CHARACTERISTICS
                                                ----------------------------------

ORIGINAL LTV


             -------------------------------------------------------------------------------------------------
                       TOTAL                             GROUP 1                           GROUP 2
             -------------------------------------------------------------------------------------------------

   LTV       COUNT   BALANCE ($)      %       COUNT   BALANCE ($)      %        COUNT   BALANCE ($)      %
--------------------------------------------------------------------------------------------------------------













--------------------------------------------------------------------------------------------------------------
  TOTAL
--------------------------------------------------------------------------------------------------------------

GROUP 1 WEIGHTED AVERAGE ORIGINAL LTV:

GROUP 2 WEIGHTED AVERAGE ORIGINAL LTV:

TOTAL WEIGHTED AVERAGE ORIGINAL LTV:

CURRENT LTV


             -------------------------------------------------------------------------------------------------
                       TOTAL                             GROUP 1                           GROUP 2
             -------------------------------------------------------------------------------------------------

   LTV       COUNT   BALANCE ($)      %       COUNT   BALANCE ($)      %        COUNT   BALANCE ($)      %
--------------------------------------------------------------------------------------------------------------








--------------------------------------------------------------------------------------------------------------
  TOTAL
--------------------------------------------------------------------------------------------------------------


GROUP 1 WEIGHTED AVERAGE LTV:

GROUP 2 WEIGHTED AVERAGE LTV:

TOTAL WEIGHTED AVERAGE LTV:






[LOGO OMITTED] us bank(R)
               Five Star Service Guaranteed [LOGO OMITTED]

                                                    MORGAN STANLEY CAPITAL I INC.
                                                  COMMERCIAL MORTGAGE PASS-THROUGH
                                                   CERTIFICATES, SERIES 2007-IQ15

                                                ----------------------------------
DISTRIBUTION DATE:                                MORTGAGE LOAN CHARACTERISTICS
                                                ----------------------------------

ORIGINAL DSCR


             -------------------------------------------------------------------------------------------------
                       TOTAL                             GROUP 1                           GROUP 2
             -------------------------------------------------------------------------------------------------

   DSCR      COUNT   BALANCE ($)      %       COUNT   BALANCE ($)      %        COUNT   BALANCE ($)      %
--------------------------------------------------------------------------------------------------------------

















--------------------------------------------------------------------------------------------------------------
  TOTAL
--------------------------------------------------------------------------------------------------------------

GROUP 1 WEIGHTED AVERAGE ORIGINAL DSCR:

GROUP 2 WEIGHTED AVERAGE ORIGINAL DSCR:

TOTAL WEIGHTED AVERAGE ORIGINAL DSCR:

DSCR


             -------------------------------------------------------------------------------------------------
                       TOTAL                             GROUP 1                           GROUP 2
             -------------------------------------------------------------------------------------------------

   DSCR      COUNT   BALANCE ($)      %       COUNT   BALANCE ($)      %        COUNT   BALANCE ($)      %
--------------------------------------------------------------------------------------------------------------



--------------------------------------------------------------------------------------------------------------
  TOTAL
--------------------------------------------------------------------------------------------------------------


GROUP 1 WEIGHTED AVERAGE DSCR: 0.00

GROUP 2 WEIGHTED AVERAGE DSCR: 0.00

TOTAL WEIGHTED AVERAGE DSCR: 0.00






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                    MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-IQ15

                                               -------------------------------------------------------
                                                              LOAN LEVEL DETAIL REPORT
                                               -------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
Offer    Property  Transfer           Maturity  Neg  End Schedule  Note  Sched   Prepay/     Prepay  Paid Thru   Prepay     Loan
Loan#      Type      Date    State *    Date    Am     Balance     Rate   P&I   Liquid/Adj    Date     Date      Premiu   Status **
------------------------------------------------------------------------------------------------------------------------------------
























TOTALS:     0                                            0.00            0.00      0.00                           0.00


*     If State field is blank, loan has properties in multiple states.

**    Loan Status: A = Payment not received but still in grace period; B = Late Payment but less than 30 days delinquent; 0 =
      Current; 1 = 30-59 Days Delinquent; 2 = 60-89 Days Delinquent; 3 = 90+ Days Delinquent; 4 = Performing Matured Balloon; 5 =
      Non-Performing Matured Balloon; 7 = Foreclosure in Process; 9 = REO.







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                                                    MORGAN STANLEY CAPITAL I INC
                                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-IQ15

                                                                                                           PAYMENT DATE:
                                                                                                           RECORD DATE:


FUNDS FROM COLLATERAL:

 Interest
  Scheduled Interest Amount:                                     0.00

  Less Interest Adjustments:
   Neg Am/Deferred Interest Amount:                       0.00
   Prepayment Interest Excess (Shortfall):                0.00
   Other Interest Adjustment:                             0.00
    Total Interest Adjustments:                                  0.00

  Less Scheduled Fees:
   Servicing Fee/Primary Servicing Fees:                  0.00
   Trustee Fee:                                           0.00
    Total Scheduled Fees:                                        0.00

  Less Unscheduled Expenses or Shortfalls:
   Reimbursed Interest on Advances:                       0.00
   Special Servicing Fees:
    Special Servicer Workout Fee:                  0.00
    Special Servicer Liquidation Fee Amount:       0.00
    Special Servicer Fee Amount plus Adjustment:   0.00
   Total Special Servicer Fees Collected:                 0.00
   Most Recent ASER Amount:                               0.00
   Other Expenses or Shortfalls:                          0.00
    Total Unscheduled Expenses or Shortfalls:                    0.00

  Net Interest Amount:                                                  0.00

 Principal:
  Scheduled Principal Amount:                             0.00
  Unscheduled Principal Collections:                      0.00
  Other Principal Adjustments:                            0.00

  Total Principal Amount:                                               0.00

 Prepayment Penalties/Yield Maintenance Charges:                        0.00

 Total Funds Available for Distribution:                                        0.00

FUNDS TO BONDS:
 Interest Distribution:                                   0.00
 Principal Distribution:                                  0.00
 Prepayment Penalties/Yield Maintenance Charges:          0.00

 Total Funds to Bonds:                                                          0.00

 Net Difference Bonds - Collateral                                              0.00


Note: Specific definition and allocations of the fees may vary based on specific deal servicing agreements.

















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                         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:

          o    provide for the accrual of interest based on fixed, floating,
               variable or adjustable rates;

          o    be senior or subordinate to one or more other classes in respect
               of distributions;

          o    be entitled to principal distributions, with disproportionately
               low, nominal or no interest distributions;

          o    be entitled to interest distributions, with disproportionately
               low, nominal or no principal distributions;

          o    provide for distributions of accrued interest commencing only
               following the occurrence of certain events, such as the
               retirement of one or more other classes;

          o    provide for sequential distributions of principal; and

          o    provide for distributions based on a combination of any of the
               foregoing characteristics; or any combination of the above.

     INVESTING IN THE CERTIFICATES OFFERED TO YOU INVOLVES RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE 12 IN THIS PROSPECTUS AND ON PAGE S-39 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:

          o    the timing of interest and principal payments;

          o    applicable interest rates;

          o    information about the trust fund's assets;

          o    information about any credit support or cash flow agreement;

          o    the rating for each class of certificates;

          o    information regarding the nature of any subordination;

          o    any circumstance in which the trust fund may be subject to early
               termination;

          o    whether any elections will be made to treat the trust fund or a
               designated portion thereof as a "real estate mortgage investment
               conduit" for federal income tax purposes;

          o    the aggregate principal amount of each class of certificates;

          o    information regarding any master servicer, sub-servicer or
               special servicer; and

          o    whether the certificates will be initially issued in definitive
               or book-entry form.

     You should rely only on the information contained in this prospectus and
the accompanying prospectus supplement. Morgan Stanley Capital I Inc. has not
authorized anyone to provide you with information that is different.

     Distributions on the certificates will be made only from the assets of the
related trust fund. The certificates of each series will not be an obligation of
Morgan Stanley Capital I Inc. or any of its affiliates. Neither the certificates
nor any assets in the related trust fund will be insured or guaranteed by any
governmental agency or instrumentality or any other person unless the related
prospectus supplement so provides.

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

     Morgan Stanley Capital I Inc.'s principal executive office is located at
1585 Broadway, New York, New York 10036, and the telephone number is (212)
761-4000.

                                   ----------

     Until 90-days after the date of each prospectus supplement, all dealers
that buy, sell or trade the certificates offered by that prospectus supplement,
whether or not participating in the offering, may be required to deliver a
prospectus supplement and this prospectus. This is in addition to the dealers'
obligation to deliver a prospectus supplement and the accompanying prospectus
when acting as underwriters and with respect to their unsold allotments or
subscriptions.


                                       ii



                                TABLE OF CONTENTS



Important Notice About Information Presented In This Prospectus And The Accompanying Prospectus Supplement...    ii
Summary of Prospectus........................................................................................     1
Risk Factors.................................................................................................    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



                                       iii





   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



                                       iv





   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



                                        v















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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:

                                 o    insurance or guarantees for the loans,
                                      letters of credit, insurance policies and
                                      surety bonds, the establishment of one or
                                      more reserve funds or any combination of
                                      the foregoing; and

                                 o    guaranteed investment contracts, interest
                                      rate exchange or interest rate swap, cap,
                                      floor or collar agreements or currency
                                      exchange or swap agreements.

                           RELEVANT PARTIES AND DATES

ISSUING ENTITY................   The issuing entity with respect to each series
                                 will be a New York common law trust formed by
                                 the depositor and containing the assets
                                 described in this prospectus and specified in
                                 the related prospectus supplement.

DEPOSITOR.....................   Morgan Stanley Capital I Inc., a Delaware
                                 corporation and a wholly-owned subsidiary of
                                 Morgan Stanley.

MASTER SERVICER...............   Each master servicer, if any, for each series
                                 of certificates will be named in the related
                                 prospectus supplement. A master servicer may be
                                 an affiliate of Morgan Stanley Capital I Inc.


                                        1



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.


                                       2


                       INFORMATION ABOUT THE MORTGAGE POOL

THE TRUST FUND ASSETS.........   Each series of certificates will represent in
                                 the aggregate the entire beneficial ownership
                                 interest in a trust fund consisting primarily
                                 of:

      (a) MORTGAGE ASSETS.....   The mortgage loans and the mortgage backed
                                 securities, or one or the other, with respect
                                 to each series of certificates will consist of
                                 a pool of:

                                 o    multifamily and/or commercial mortgage
                                      loans;

                                 o    mortgage pass-through certificates or
                                      other mortgage backed securities
                                      evidencing interests in or secured by
                                      mortgage loans; or

                                 o    a combination of mortgage loans and
                                      mortgage backed securities.

                                 The mortgage loans will not be guaranteed or
                                 insured by:

                                 o    Morgan Stanley Capital I Inc. or any of
                                      its affiliates; or

                                 o    unless the prospectus supplement so
                                      provides, any governmental agency or
                                      instrumentality or other person.

                                 The mortgage loans will be secured by first
                                 liens or junior liens on, or security interests
                                 in:

                                 o    residential properties consisting of five
                                      or more rental or cooperatively owned
                                      dwelling units; or

                                 o    office buildings, shopping centers, retail
                                      stores, hotels or motels, nursing homes,
                                      hospitals or other health care-related
                                      facilities, mobile home parks, warehouse
                                      facilities, mini-warehouse facilities or
                                      self-storage facilities, industrial
                                      plants, congregate care facilities, mixed
                                      use commercial properties or other types
                                      of commercial properties.

                                 Generally, the mortgage loans:

                                 o    will be secured by properties located in
                                      any of the fifty states, the District of
                                      Columbia or the Commonwealth of Puerto
                                      Rico;

                                 o    will have individual principal balances at
                                      origination of at least $25,000;

                                 o    will have original terms to maturity of
                                      not more than 40 years; and

                                 o    will be originated by persons other than
                                      Morgan Stanley Capital I Inc.


                                       3


                                 Each mortgage loan may provide for the
                                 following payment terms:

                                 o    Each mortgage loan may provide for no
                                      accrual of interest or for accrual of
                                      interest at a fixed or adjustable rate or
                                      at a rate that may be converted from
                                      adjustable to fixed, or vice versa, from
                                      time to time at the borrower's election.
                                      Adjustable mortgage rates may be based on
                                      one or more indices.

                                 o    Each mortgage loan may provide for
                                      scheduled payments to maturity or payments
                                      that adjust from time to time to
                                      accommodate changes in the interest rate
                                      or to reflect the occurrence of certain
                                      events.

                                 o    Each mortgage loan may provide for
                                      negative amortization or accelerated
                                      amortization.

                                 o    Each mortgage loan may be fully amortizing
                                      or require a balloon payment due on the
                                      loan's stated maturity date.

                                 o    Each mortgage loan may contain
                                      prohibitions on prepayment or require
                                      payment of a premium or a yield
                                      maintenance penalty in connection with a
                                      prepayment.

                                 o    Each mortgage loan may provide for
                                      payments of principal, interest or both,
                                      on due dates that occur monthly,
                                      quarterly, semi-annually or at another
                                      interval as specified in the related
                                      prospectus supplement.

      (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.


                                       4


                                 This protection may be provided by one or more
                                 of the following means:

                                 o    subordination of one or more other classes
                                      of certificates,

                                 o    cross-support provisions

                                 o    loan insurance policies or guarantees,

                                 o    letters of credit,

                                 o    certificate insurance policies or surety
                                      bonds,

                                 o    reserve fund or funds or

                                 o    a combination thereof.

                                 The related prospectus supplement will describe
                                 the amount and types of credit support, the
                                 entity providing the credit support, if
                                 applicable, and related information. If a
                                 particular trust fund includes mortgage backed
                                 securities, the related prospectus supplement
                                 will describe any similar forms of credit
                                 support applicable to those mortgage backed
                                 securities.

      (e) CASH FLOW
          AGREEMENTS..........   If the related prospectus supplement so
                                 provides, the trust fund may include guaranteed
                                 investment contracts pursuant to which moneys
                                 held in the collection accounts will be
                                 invested at a specified rate. The trust fund
                                 also may include agreements (as described
                                 below) designed to reduce the effects of
                                 interest rate or currency exchange rate
                                 fluctuations on the trust fund's assets or on
                                 one or more classes of certificates.

                                 Agreements of this sort may include:

                                 o    interest rate exchange or interest rate
                                      swap agreements,

                                 o    interest rate cap, floor or collar
                                      agreements,

                                 o    currency exchange or swap agreements, or

                                 o    other interest rate or currency
                                      agreements. Currency exchange or swap
                                      agreements might be included in a trust
                                      fund if some or all of the mortgage loans
                                      or mortgage backed securities, such as
                                      mortgage loans secured by mortgaged
                                      properties located outside the United
                                      States, are denominated in a non United
                                      States currency.

                                 The related prospectus supplement will describe
                                 the principal terms of any guaranteed
                                 investment contract or other such agreement and
                                 provide information with respect to the
                                 obligor. If a particular trust fund includes
                                 mortgage backed securities, the related
                                 prospectus supplement will describe any
                                 guaranteed investment contract or other
                                 agreements applicable to those mortgage backed
                                 securities.


                                       5


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.


                                       6


                                 If so specified in the related prospectus
                                 supplement, the related trustee may be
                                 authorized or required to apply collections on
                                 the mortgage assets underlying a series of
                                 offered certificates to acquire new mortgage
                                 assets that conform to the description of
                                 mortgage assets in this prospectus, and satisfy
                                 the criteria set forth in the related
                                 prospectus supplement.

                                 If the subject securitization transaction
                                 involves a prefunding or revolving period, then
                                 we will indicate in the related prospectus
                                 supplement, among other things, (i) the term or
                                 duration of the prefunding or revolving period
                                 and for prefunding periods, the amount of
                                 proceeds to be deposited in the prefunding
                                 account and the percentage of the mortgage
                                 asset pool represented by those proceeds, (ii)
                                 for revolving periods, the maximum amount of
                                 additional assets that may be acquired during
                                 the revolving period, if applicable, and the
                                 percentage of the mortgage asset pool
                                 represented by those assets and (iii) any
                                 limitation on the ability to add pool assets.

DISTRIBUTIONS ON
CERTIFICATES..................   Each series of certificates will have the
                                 following characteristics:

                                 o    if the certificates evidence an interest
                                      in a trust fund that includes mortgage
                                      loans, the certificates will be issued
                                      pursuant to a pooling agreement;

                                 o    if the certificates evidence an interest
                                      in a trust fund that does not include
                                      mortgage loans, the certificates will be
                                      issued pursuant to a trust agreement;

                                 o    each series of certificates will include
                                      one or more classes of certificates;

                                 o    each series of certificates, including any
                                      class or classes not offered by this
                                      prospectus, will represent, in the
                                      aggregate, the entire beneficial ownership
                                      interest in the related trust fund;

                                 o    each class of certificates being offered
                                      to you, other than certain stripped
                                      interest certificates, will have a stated
                                      principal amount; and

                                 o    each class of certificates being offered
                                      to you, other than certain stripped
                                      principal certificates, will accrue
                                      interest based on a fixed, floating,
                                      variable or adjustable interest rate.

                                 The related prospectus supplement will specify
                                 the principal amount, if any, and the interest
                                 rate, if any, for each class of certificates.
                                 In the case of a floating, variable or
                                 adjustable interest rate, the related
                                 prospectus supplement will specify the method
                                 for determining the rate.


                                       7


                                 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
                                 specifiedtherein. Otherwise, the certificates
                                 also will not be guaranteed or insured by any
                                 governmental agency or instrumentality or by
                                 any other person.

   (a) INTEREST...............   Each class of certificates offered to you,
                                 other than stripped principal certificates and
                                 certain classes of stripped interest
                                 certificates, will accrue interest at the rate
                                 indicated in the prospectus supplement.
                                 Interest will be distributed to you as provided
                                 in the related prospectus supplement.

                                 Interest distributions:

                                 o    on stripped interest certificates may be
                                      made on the basis of the notional amount
                                      for that class, as described in the
                                      related prospectus supplement; and

                                 o    may be reduced to the extent of certain
                                      delinquencies, losses, prepayment interest
                                      shortfalls, and other contingencies
                                      described in this prospectus and the
                                      related prospectus supplement.

   (b) PRINCIPAL..............   The certificates of each series initially will
                                 have an aggregate principal balance no greater
                                 than the outstanding principal balance of the
                                 trust fund's assets as of the close of business
                                 on the first day of the month during which the
                                 trust fund is formed, after application of
                                 scheduled payments due on or before that date,
                                 whether or not received. The related prospectus
                                 supplement may provide that the principal
                                 balance of the trust fund's assets will be
                                 determined as of a different date. The
                                 principal balance of a certificate at a given
                                 time represents the maximum amount that the
                                 holder is then entitled to receive of principal
                                 from future cash flow on the assets in the
                                 related trust fund.

                                 Unless the prospectus supplement provides
                                 otherwise, distributions of principal:

                                 o    will be made on each distribution date to
                                      the holders of the class or classes of
                                      certificates entitled to principal
                                      distributions, until the principal
                                      balances of those certificates have been
                                      reduced to zero; and

                                 o    will be made on a pro rata basis among all
                                      of the certificates of a given class or by
                                      random selection, as described in the
                                      prospectus supplement or otherwise
                                      established by the trustee.

                                 Stripped interest or interest-only certificates
                                 will not have a principal balance and will not
                                 receive distributions of principal.


                                       8


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:

                                 o    will be reimbursed for advances from
                                      subsequent recoveries from the delinquent
                                      mortgage loan or from other sources, as
                                      described in this prospectus and the
                                      related prospectus supplement; and

                                 o    will be entitled to interest on advances,
                                      if specified in the related prospectus
                                      supplement.

                                 If a particular trust fund includes mortgage
                                 backed securities, the prospectus supplement
                                 will describe any advance obligations
                                 applicable to those mortgage backed securities.

TERMINATION...................   The related prospectus supplement may provide
                                 for the optional early termination of the
                                 series of certificates through repurchase of
                                 the trust fund's assets by a specified party,
                                 under specified circumstances.

                                 The related prospectus supplement may provide
                                 for the early termination of the series of
                                 certificates in various ways, including:

                                 o    optional early termination where a party
                                      identified in the prospectus supplement
                                      could repurchase the trust fund assets
                                      pursuant to circumstances specified in the
                                      prospectus supplement; and

                                 o    termination through the solicitation of
                                      bids for the sale of all or a portion of
                                      the trust fund assets in the event the
                                      principal amount of a specified class or
                                      classes declines by a specified percentage
                                      amount on or after a specified date.

REGISTRATION OF CERTIFICATES..   If the related prospectus supplement so
                                 provides, one or more classes of the
                                 certificates being offered to you will
                                 initially be represented by one or more
                                 certificates registered in the name of Cede &
                                 Co., as the nominee of the Depository Trust
                                 Company. If the certificate you purchase is
                                 registered in the name of Cede & Co., you will
                                 not be entitled to receive a definitive
                                 certificate, except under the limited
                                 circumstances described in this prospectus.


                                       9


TAX STATUS OF THE
CERTIFICATES..................   The certificates of each series will constitute
                                 either:

                                 o    regular interests and residual interests
                                      in a trust treated as a real estate
                                      mortgage investment conduit--known as a
                                      REMIC--under Sections 860A through 860G of
                                      the Internal Revenue Code; or

                                 o    interests in a trust treated as a grantor
                                      trust under applicable provisions of the
                                      Internal Revenue Code.

   (a) REMIC..................   The regular certificates of the REMIC generally
                                 will be treated as debt obligations of the
                                 applicable REMIC for federal income tax
                                 purposes. Some of the regular certificates of
                                 the REMIC may be issued with original issue
                                 discount for federal income tax purposes.

                                 A portion or, in certain cases, all of the
                                 income from REMIC residual certificates:

                                 o    may not be offset by any losses from other
                                      activities of the holder of those
                                      certificates;

                                 o    may be treated as unrelated business
                                      taxable income for holders of the residual
                                      certificates of the REMIC that are subject
                                      to tax on unrelated business taxable
                                      income, as defined in Section 511 of the
                                      Internal Revenue Code; and

                                 o    may be subject to U.S. withholding tax.

                                 To the extent described in this prospectus and
                                 the related prospectus supplement, the
                                 certificates offered to you will be treated as:

                                 o    assets described in section 7701(a)(19)(C)
                                      of the Internal Revenue Code; and

                                 o    "real estate assets" within the meaning of
                                      sections 856(c)(4)(A) and 856(c)(5)(B) of
                                      the Internal Revenue Code.

   (b) GRANTOR TRUST..........   If no election is made to treat the trust fund
                                 relating to a series of certificates as a
                                 REMIC, the trust fund will be classified as a
                                 grantor trust and not as an association taxable
                                 as a corporation for federal income tax
                                 purposes. If the trust fund is a grantor trust,
                                 you will be treated as an owner of an undivided
                                 pro rata interest in the mortgage pool or pool
                                 of securities and any other assets held by the
                                 trust fund. In certain cases the certificates
                                 may represent interests in a portion of a trust
                                 fund as to which one or more REMIC elections,
                                 as described above, are also made.

                                 Investors are advised to consult their tax
                                 advisors and to review "Federal Income Tax
                                 Consequences" in this prospectus and the
                                 related prospectus supplement.


                                       10


ERISA CONSIDERATIONS..........   If you are subject to Title I of the Employee
                                 Retirement Income Security Act of 1974, as
                                 amended--also known as ERISA, or Section 4975
                                 of the Internal Revenue Code, you should
                                 carefully review with your legal advisors
                                 whether the purchase or holding of certificates
                                 could give rise to a transaction that is
                                 prohibited or is not otherwise permissible
                                 under either statute.

                                 In general, the related prospectus supplement
                                 will specify that some of the classes of
                                 certificates may not be transferred unless the
                                 trustee and Morgan Stanley Capital I Inc.
                                 receive a letter of representations or an
                                 opinion of counsel to the effect that:

                                 o    the transfer will not result in a
                                      violation of the prohibited transaction
                                      provisions of ERISA or the Internal
                                      Revenue Code;

                                 o    the transfer will not cause the assets of
                                      the trust fund to be deemed "plan assets"
                                      for purposes of ERISA or the
                                      Internal Revenue Code; and

                                 o    the transfer will not subject any of the
                                      trustee, Morgan Stanley Capital I Inc. or
                                      any servicer to additional obligations.

LEGAL INVESTMENT..............   The related prospectus supplement will specify
                                 whether any classes of the offered certificates
                                 will constitute "mortgage related securities"
                                 for purposes of the Secondary Mortgage Market
                                 Enhancement Act of 1984, as amended. If your
                                 investment activities are subject to legal
                                 investment laws and regulations, regulatory
                                 capital requirements, or 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.


                                       11


                                  RISK FACTORS

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

     The risks and uncertainties described below under Risk Factors, together
with those described in the related prospectus supplement under Risk Factors,
summarize the material risks relating to your certificates.

THE LACK OF A SECONDARY MARKET
    MAY MAKE IT DIFFICULT
    FOR YOU TO RESELL YOUR
    CERTIFICATES..............   Secondary market considerations may make your
                                 certificates difficult to resell or less
                                 valuable than you anticipated for a variety of
                                 reasons, including:

                                 o    there may not be a secondary market for
                                      the certificates;

                                 o    if a secondary market develops, we cannot
                                      assure you that it will continue or will
                                      provide you with the liquidity of
                                      investment you may have anticipated. Lack
                                      of liquidity could result in a substantial
                                      decrease in the market value of your
                                      certificates;

                                 o    the market value of your certificates will
                                      fluctuate with changes in interest rates;

                                 o    the secondary market for certificates
                                      backed by residential mortgages may be
                                      more liquid than the secondary market for
                                      certificates backed by multifamily and
                                      commercial mortgages so if your liquidity
                                      assumptions were based on the secondary
                                      market for certificates backed by
                                      residential mortgages, your assumptions
                                      may not be correct;

                                 o    certificateholders have no redemption
                                      rights; and

                                 o    secondary market purchasers are limited to
                                      this prospectus, the related prospectus
                                      supplement and to the reports delivered to
                                      certificateholders for information
                                      concerning the certificates.

                                 Morgan Stanley & Co. Incorporated currently
                                 expects to make a secondary market in your
                                 certificates, but it has no obligation to do
                                 so.

THE TRUST FUND'S ASSETS MAY BE
    INSUFFICIENT TO ALLOW FOR
    REPAYMENT IN FULL ON YOUR
    CERTIFICATES .............   Unless the related prospectus supplement so
                                 specifies, the sole source of payment on your
                                 certificates will be proceeds from the assets
                                 included in the trust fund for each series of
                                 certificates and any form of credit enhancement
                                 specified in the related prospectus supplement.
                                 You will not have any claim against, or


                                       12


                                 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:

                                 o    loan repurchase obligations in
                                      connection with a breach of certain of the
                                      representations and warranties; and

                                 o    advances on delinquent loans, to the
                                      extent the master servicer deems the
                                      advance will be recoverable.

                                 Because some of the representations and
                                 warranties with respect to the mortgage loans
                                 or mortgage backed securities may have been
                                 made or assigned in connection with transfers
                                 of the mortgage loans or mortgage backed
                                 securities prior to the closing date, the
                                 rights of the trustee and the
                                 certificateholders with respect to those
                                 representations or warranties will be limited
                                 to their rights as assignees. Unless the
                                 related prospectus supplement so specifies,
                                 neither Morgan Stanley Capital I Inc., the
                                 master servicer nor any affiliate thereof will
                                 have any obligation with respect to
                                 representations or warranties made by any other
                                 entity.

                                 There may be accounts, as described in the
                                 related prospectus supplement, maintained as
                                 credit support. The amounts in these accounts
                                 may be withdrawn, under conditions described in
                                 the related prospectus supplement. Any
                                 withdrawn amounts will not be available for the
                                 future payment of principal or interest on the
                                 certificates.

                                 If a series of certificates consists of one or
                                 more classes of subordinate certificates, the
                                 amount of any losses or shortfalls in
                                 collections of assets on any distribution date
                                 will be borne first by one or more classes of
                                 the subordinate certificates, as described in
                                 the related prospectus supplement. Thereafter,
                                 those losses or shortfalls will be borne by the
                                 remaining classes of certificates, in the
                                 priority and manner and subject to the
                                 limitations specified in the related prospectus
                                 supplement.

PREPAYMENTS AND REPURCHASES
   MAY REDUCE THE YIELD ON
   YOUR CERTIFICATES .........   The yield on your certificates may be reduced
                                 by prepayments on the mortgage loans or
                                 mortgage backed securities because prepayments
                                 affect the average life of the certificates.
                                 Prepayments can be voluntary, if permitted, and
                                 involuntary, such as prepayments resulting from


                                       13


                                 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:

                                 o    the terms of the mortgage loans;

                                 o    the length of any prepayment lockout
                                      period;

                                 o    the prevailing interest rates;

                                 o    the availability of mortgage credit;

                                 o    the applicable yield maintenance charges
                                      or prepayment premiums;

                                 o    the servicer's ability to enforce those
                                      yield maintenance charges or prepayment
                                      premiums;

                                 o    the occurrence of casualties or natural
                                      disasters; and

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

                                 There can be no assurance that the rate of
                                 prepayments will conform to any model described
                                 in this prospectus or in the related prospectus
                                 supplement.

                                 Some of the certificates may be more sensitive
                                 to prepayments than other certificates and in
                                 certain cases, the certificateholder holding
                                 these certificates may fail to recoup its
                                 original investment. You should carefully
                                 consider the specific characteristics of the
                                 certificates you purchase, as well as your
                                 investment approach and strategy. For instance,
                                 if you purchase a certificate at a premium, a
                                 prepayment may reduce the stream of interest
                                 payments you are entitled to receive on your
                                 certificate


                                       14


                                 and your actual yield may be lower than your
                                 anticipated yield. Similarly, if you purchase a
                                 certificate which provides for the payment of
                                 interest only, or a certificate which provides
                                 for the payment of interest only after the
                                 occurrence of certain events, such as the
                                 retirement of one or more other classes of
                                 certificates of a series, you will probably be
                                 extremely sensitive to prepayments because a
                                 prepayment may reduce the stream of interest
                                 payments you are entitled to receive on your
                                 certificate.

IF PREPAYMENT PREMIUMS ARE NOT
   ENFORCED, YOUR CERTIFICATES
   MAY BE ADVERSELY
   AFFECTED ..................   The yield on your certificates may be less than
                                 anticipated because the prepayment premium or
                                 yield maintenance required under certain
                                 prepayment scenarios may not be enforceable in
                                 some states or under federal bankruptcy laws.

                                 o    Some courts may consider the prepayment
                                      premium to be usurious.

                                 o    Even if the prepayment premium is
                                      enforceable, we cannot assure you that
                                      foreclosure proceeds will be sufficient to
                                      pay the prepayment premium.

                                 o    Although the collateral substitution
                                      provisions related to defeasance are not
                                      suppose to be treated as a prepayment and
                                      should not affect your certificates, we
                                      cannot assure you that a court will not
                                      interpret the defeasance provisions as
                                      requiring a prepayment premium; nor can we
                                      assure you that if it is treated as a
                                      prepayment premium, the court will find
                                      the defeasance income stream enforceable.

THE TIMING OF MORTGAGE LOAN
   AMORTIZATION MAY ADVERSELY
   AFFECT PAYMENT ON YOUR
   CERTIFICATES ..............   As principal payments or prepayments are made
                                 on a mortgage loan, the mortgage pool will be
                                 exposed to concentration risks with respect to
                                 the diversity of mortgaged properties, types of
                                 mortgaged properties and number of borrowers.
                                 Classes that have a later sequential
                                 designation or a lower payment priority are
                                 more likely to be exposed to these
                                 concentration risks than are classes with an
                                 earlier sequential designation or higher
                                 priority. This is so because principal on the
                                 certificates will be payable in sequential
                                 order, and no class entitled to a distribution
                                 of principal will receive its principal until
                                 the principal amount of the preceding class or
                                 classes entitled to receive principal have been
                                 reduced to zero.

RATINGS DO NOT GUARANTY
   PAYMENT....................   Any rating assigned by a rating agency to a
                                 class of certificates reflects the rating
                                 agency's assessment of the likelihood that
                                 holders of the class of certificates will
                                 receive the payments to which they are
                                 entitled.


                                       15


                                 o    The ratings do not assess the likelihood
                                      that you will receive timely payments on
                                      your certificates.

                                 o    The ratings do not assess the likelihood
                                      of prepayments, including those caused by
                                      defaults.

                                 o    The ratings do not assess the likelihood
                                      of early optional termination of the
                                      certificates.

                                 Each rating agency rating classes of a
                                 particular series will determine the amount,
                                 type and nature of credit support required for
                                 that series. This determination may be based on
                                 an actuarial analysis of the behavior of
                                 mortgage loans in a larger group taking into
                                 account the appraised value of the real estate
                                 and the commercial and multifamily real estate
                                 market.

                                 o    We cannot assure you that the historical
                                      data supporting the actuarial analysis
                                      will accurately reflect or predict the
                                      rate of delinquency, foreclosure or loss
                                      that will be experienced by the mortgage
                                      loans in a particular series.

                                 o    We cannot assure you that the appraised
                                      value of any property securing a mortgage
                                      loan in a particular series will remain
                                      stable throughout the life of your
                                      certificate.

                                 o    We cannot assure you that the real estate
                                      market will not experience an overall
                                      decline in property values nor can we
                                      assure you that the outstanding balance of
                                      any mortgage loan in a particular series
                                      will always be less than the market value
                                      of the property securing the mortgage
                                      loan.

RATINGS DO NOT GUARANTY
   VALUE......................   If one or more rating agencies downgrade
                                 certificates of a series, your certificate will
                                 decrease in value. Because none of Morgan
                                 Stanley Capital I Inc., the seller, the master
                                 servicer, the trustee or any affiliate has any
                                 obligation to maintain a rating of a class of
                                 certificates, you will have no recourse if your
                                 certificate decreases in value.

CASH FLOW FROM THE PROPERTIES
   MAY BE VOLATILE AND
   INSUFFICIENT TO ALLOW
   TIMELY PAYMENT ON YOUR
   CERTIFICATES ..............   Repayment of a commercial or multifamily
                                 mortgage loan is dependent on the income
                                 produced by the property. Therefore, the
                                 borrower's ability to repay a mortgage loan
                                 depends primarily on the successful operation
                                 of the property and the net operating income
                                 derived from the property. Net operating income
                                 can be volatile and may be adversely affected
                                 by factors such as:

                                 o    economic conditions causing plant closings
                                      or industry slowdowns;

                                 o    an oversupply of available retail space,
                                      office space or multifamily housing;


                                       16


                                 o    changes in consumer tastes and
                                      preferences;

                                 o    decrease in consumer confidence;

                                 o    retroactive changes in building codes;

                                 o    the age, design and construction quality
                                      of the property, including perceptions
                                      regarding the attractiveness, convenience
                                      or safety of the property;

                                 o    the age, design, construction quality and
                                      proximity of competing properties;

                                 o    increases in operating expenses due to
                                      external factors such as increases in
                                      heating or electricity costs;

                                 o    increases in operating expenses due to
                                      maintenance or improvements required at
                                      the property;

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

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

                                 o    the concentration of a particular business
                                      type in a building;

                                 o    the length of tenant leases;

                                 o    the creditworthiness of tenants; and

                                 o    the property's "operating leverage."

                                 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.


                                       17


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

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

                                 o    potential environmental legislation or
                                      liabilities or other legal liabilities;

                                 o    the availability of refinancing; and

                                 o    changes in interest rate levels or yields
                                      required by investors in income-producing
                                      commercial properties.

THE PROSPECTIVE PERFORMANCE OF
   THE COMMERCIAL AND
   MULTIFAMILY MORTGAGE LOANS
   INCLUDED IN EACH TRUST
   SHOULD BE EVALUATED
   SEPARATELY FROM THE
   PERFORMANCE OF THE MORTGAGE
   LOANS IN ANY OF OUR OTHER
   TRUSTS.....................   While there may be certain common factors
                                 affecting the performance and value of
                                 income-producing real properties in general,
                                 those factors do not apply equally to all
                                 income-producing real properties and, in many
                                 cases, there are unique factors that will
                                 affect the performance and/or value of a
                                 particular income-producing real property.
                                 Moreover, the effect of a given factor on a
                                 particular real property will depend on a
                                 number of variables, including but not limited
                                 to property type, geographic location,
                                 competition, sponsorship and other
                                 characteristics of the property and the related
                                 mortgage loan. Each income-producing real
                                 property represents a separate and distinct
                                 business venture; and, as a result, each of the
                                 multifamily and commercial mortgage loans
                                 included in one of the depositor's trusts
                                 requires a unique underwriting 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.


                                       18


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

VARIOUS TYPES OF
   INCOME-PRODUCING PROPERTIES
   MAY SECURE MORTGAGE LOANS
   UNDERLYING A SERIES OF
   CERTIFICATES AND EACH TYPE
   OF INCOME-PRODUCING
   PROPERTY MAY PRESENT
   SPECIAL RISKS..............   The mortgage loans underlying a series of
                                 certificates may be secured by numerous types
                                 of multifamily and commercial properties. The
                                 adequacy of an income-producing property as
                                 security for a mortgage loan depends in large
                                 part on its value and ability to generate net
                                 operating income. The relative importance of
                                 any factor affecting the value or operation of
                                 an income-producing property will depend on the
                                 type and use of the property, and the type and
                                 use of a particular income-producing property
                                 may present special risks. Additionally, many
                                 types of commercial properties are not readily
                                 convertible to alternative uses if the original
                                 use is not successful or may require
                                 significant capital expenditures to effect any
                                 conversion to an alternative use.

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

                                 o    responding to changes in the local market;

                                 o    planning and implementing the rental
                                      structure;

                                 o    operating the property and providing
                                      building services;


                                       19


                                 o    managing operating expenses; and

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

                                 A good property manager, by controlling costs,
                                 providing appropriate service to tenants and
                                 seeing to the maintenance of improvements, can
                                 improve cash flow, reduce vacancy, leasing and
                                 repair costs and preserve building value. On
                                 the other hand, management errors can, in some
                                 cases, impair short-term cash flow and the long
                                 term viability of an income-producing property.
                                 Properties deriving revenues primarily from
                                 short-term sources are generally more
                                 management intensive than properties leased to
                                 creditworthy tenants under long-term leases.

                                 Morgan Stanley Capital I Inc. makes no
                                 representation or warranty as to the skills of
                                 any present or future managers. Additionally,
                                 Morgan Stanley Capital I Inc. cannot assure you
                                 that the property managers will be in a
                                 financial condition to fulfill their management
                                 responsibilities throughout the terms of their
                                 respective management agreements.

YOU SHOULD CONSIDER THE NUMBER
   OF MORTGAGE LOANS IN THE
   POOL ......................   Assuming pools of equal aggregate unpaid
                                 principal balances, the concentration of
                                 default, foreclosure and loss in a trust fund
                                 containing fewer mortgage loans will generally
                                 be higher than that in trust fund containing
                                 more mortgage loans.

YOUR INVESTMENT IS NOT INSURED
   OR GUARANTEED AND YOUR
   SOURCE FOR REPAYMENTS IS
   LIMITED ...................   Payments under the mortgage loans are generally
                                 not insured or guaranteed by any person or
                                 entity.

                                 In general, the borrowers under the mortgage
                                 loans will be entities created to own or
                                 purchase the related commercial property. The
                                 borrowers are set up this way, in significant
                                 part, to isolate the property from the debts
                                 and liabilities of the person creating the
                                 entity. In most cases, the loan will represent
                                 a nonrecourse obligation of the related
                                 borrower secured by the lien of the related
                                 mortgage and the related lease assignments.
                                 Even if the loan is recourse, the borrower
                                 generally will not have any significant assets
                                 other than the property or properties and the
                                 related leases, which will be pledged to the
                                 trustee. Therefore, payments on the loans and,
                                 in turn, payments of principal and interest on
                                 your certificates, will depend primarily or
                                 solely on rental payments by the lessees. Those
                                 rental payments will, in turn, depend on
                                 continued occupancy by, or the creditworthiness
                                 of, those lessees. Both continued occupancy and
                                 creditworthiness may be adversely affected by a
                                 general economic downturn or an adverse change
                                 in the lessees' financial conditions.


                                       20


BORROWER MAY BE UNABLE TO
   REPAY THE REMAINING
   PRINCIPAL BALANCE ON ITS
   MATURITY DATE WHICH WOULD
   ADVERSELY AFFECT
   PAYMENT ON YOUR
   CERTIFICATES ..............   Some of the mortgage loans may not be fully
                                 amortizing over their terms to maturity and
                                 will require substantial principal
                                 payments--i.e., balloon payments--at their
                                 stated maturity. Mortgage loans with balloon
                                 payments involve a greater degree of risk
                                 because a borrower's ability to make a balloon
                                 payment typically will depend upon its ability
                                 either to timely refinance the loan or to
                                 timely sell the mortgaged property. However,
                                 refinancing a loan or selling the property will
                                 be affected by a number of factors, including:

                                 o    interest rates;

                                 o    the borrower's equity in the property;

                                 o    the financial condition and operating
                                      history of the borrower and the property;

                                 o    tax laws;

                                 o    renewability of operating licenses;

                                 o    prevailing economic conditions and the
                                      availability of credit for commercial and
                                      multifamily properties;

                                 o    with respect to certain multifamily
                                      properties and mobile home parks, rent
                                      control laws; and

                                 o    with respect to hospitals, nursing homes
                                      and convalescent homes, reimbursement
                                      rates from private and public coverage
                                      providers.

YOUR CERTIFICATES WILL BEAR
   LOSSES IF INSUFFICIENT
   FUNDS ARE AVAILABLE TO
   SATISFY ANY JUNIOR MORTGAGE
   LOANS .....................   If the prospectus supplement so specifies, some
                                 of the mortgage loans may be secured primarily
                                 by junior mortgages. In the event of a
                                 liquidation, satisfaction of a mortgage loan
                                 secured by a junior mortgage will be
                                 subordinate to the satisfaction of the related
                                 senior mortgage loan. If the proceeds are
                                 insufficient to satisfy the junior mortgage and
                                 the related senior mortgage, the junior
                                 mortgage loan in the trust fund would suffer a
                                 loss and the class of certificate you own may
                                 bear that loss. Therefore, any risks of
                                 deficiencies associated with first mortgage
                                 loans will be even greater in the case of
                                 junior mortgage loans. See "--Risks Factors."


                                       21


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:


                                       22


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

                                 o    reduce monthly payments due under a
                                      mortgage loan;

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

                                 o    otherwise alter the mortgage loan's
                                      repayment schedule.

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

                                 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


                                       23


                                 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.


                                       24


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


                                       25


                                 similar proceedings are commenced by or in
                                 respect of the borrower, the lender's ability
                                 to collect the rents may be adversely affected.
                                 See "Legal Aspects of the Mortgage Loans and
                                 the Leases--Leases and Rents."

ENVIRONMENTAL ISSUES AT THE
   MORTGAGED PROPERTIES MAY
   ADVERSELY AFFECT PAYMENT ON
   YOUR CERTIFICATES .........   Real property pledged as security for a
                                 mortgage loan may be subject to environmental
                                 risks. Under federal law and the laws of
                                 certain states, contamination of a property may
                                 give rise to a lien on the property to assure
                                 the costs of cleanup. In several states, this
                                 type of lien has priority over the lien of an
                                 existing mortgage against the property.
                                 Moreover, the presence of hazardous or toxic
                                 substances, or the failure to remediate the
                                 property, may adversely affect the owner or
                                 operator's ability to borrow using the property
                                 as collateral. In addition, under the laws of
                                 some states and under CERCLA and other federal
                                 law, a lender may become liable, as an "owner
                                 operator," for costs of addressing releases or
                                 threatened releases of hazardous substances
                                 that require remedy at a property, if agents or
                                 employees of the lender have become
                                 sufficiently involved in the management or
                                 operations of the borrower. Liability may be
                                 imposed even if the environmental damage or
                                 threat was caused by a prior owner.

                                 Under certain circumstances, a lender also
                                 risks this type of liability on foreclosure of
                                 the mortgage. Unless the related prospectus
                                 supplement specifies otherwise, neither the
                                 master servicer, the sub-servicer nor the
                                 special servicer may acquire title to a
                                 mortgaged property or take over its operation
                                 unless the master servicer has previously
                                 determined, based upon a report prepared by a
                                 person who regularly conducts environmental
                                 audits, that:

                                 o    the mortgaged property is in compliance
                                      with applicable environmental laws, and
                                      there are no circumstances present at the
                                      mortgaged property for which
                                      investigation, testing, monitoring,
                                      containment, clean-up or remediation could
                                      be required under any federal, state or
                                      local law or regulation; or

                                 o    if the mortgaged property is not in
                                      compliance with applicable environmental
                                      laws or circumstances requiring any of the
                                      foregoing actions are present, that it
                                      would be in the best economic interest of
                                      the trust fund to acquire title to the
                                      mortgaged property and take the actions as
                                      would be necessary and appropriate to
                                      effect compliance or respond to those
                                      circumstances.

                                 See "Legal Aspects of the Mortgage Loans and
                                 Leases--Environmental Legislation."


                                       26


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


                                       27


                                 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:

                                 o    your certificate will not be registered in
                                      your name or the name of your nominee;

                                 o    you will not be recognized by the trustee
                                      as a certificateholder; and


                                       28


                                 o    you will be able to exercise your right as
                                      a certificateholder only through the
                                      Depository Trust Company and its
                                      participating organizations.

                                 You will be recognized as a certificateholder
                                 only if and when definitive certificates are
                                 issued. See "Description of the
                                 Certificates--Book-Entry Registration and
                                 Definitive Certificates."

                                   ----------

This prospectus also contains forward-looking statements that involve risks and
uncertainties. Actual results could differ from those anticipated in these
forward-looking statements as a result of a variety of factors, including the
risks described above under "Risk Factors" and elsewhere in this prospectus.








                                       29


                         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:

          o    multifamily mortgage loans, commercial mortgage loans or both;

          o    mortgage pass-through certificates or other mortgage-backed
               securities evidencing interests in or secured by one or more
               mortgage loans or other similar certificates or securities;

          o    direct obligations of the United States, agencies of the United
               States or agencies created by government entities which are not
               subject to redemption prior to maturity at the option of the
               issuer and are (a) interest-bearing securities, (b)
               non-interest-bearing securities, (c) originally interest-bearing
               securities from which coupons representing the right to payment
               of interest have been removed, or (d) interest-bearing securities
               from which the right to payment of principal has been removed; or

          o    a combination of mortgage loans, mortgage backed securities and
               government securities.

     Neither the mortgage loans nor the mortgage backed securities will be
guaranteed or insured by Morgan Stanley Capital I Inc. or any of its affiliates.
If so specified in the related prospectus supplement, the mortgage loans or
mortgage backed securities may be insured or guaranteed by an entity specified
therein. Otherwise, such mortgage loans or mortgage backed securities will not
be insured or guaranteed by any government agency or instrumentality or by any
other person. Each asset will be selected by Morgan Stanley Capital I Inc. for
inclusion in a trust fund from among those purchased, either directly or
indirectly, from a prior holder thereof, which may be an affiliate of Morgan
Stanley Capital I Inc. and, with respect to mortgage loans or mortgage backed
securities, which prior holder may or may not be the originator of the mortgage
loan or the issuer of the mortgage backed securities.

     The certificates of any series will generally be entitled to payment only
from the assets of the related trust fund and will not be entitled to payments
in respect of the assets of any other trust fund established by Morgan Stanley
Capital I Inc. If specified in the related prospectus supplement, the assets of
a trust fund will consist of certificates representing beneficial ownership
interests in another trust fund that contains the assets.

MORTGAGE LOANS

GENERAL

     The mortgage loans will be secured by liens on, or security interests in,
mortgaged properties consisting of:

          o    Multifamily Properties which are residential properties
               consisting of five or more rental or cooperatively owned dwelling
               units in high-rise, mid-rise or garden apartment buildings; or

          o    Commercial Properties which are office buildings, shopping
               centers, retail stores, hotels or motels, nursing homes,
               hospitals or other health care-related facilities, mobile home
               parks, warehouse facilities, mini-warehouse facilities or
               self-storage facilities, industrial plants, congregate care
               facilities, mixed use or other types of commercial properties.

The mortgaged properties will be located in any one of the fifty states, the
District of Columbia or the Commonwealth of Puerto Rico, or, in another
location, if specified in the related prospectus supplement. The mortgage loans
in the mortgage pool will be evidenced by promissory notes secured by first or
junior mortgages or deeds of trust or other similar security instruments
creating a first or junior lien on the mortgaged property. Multifamily
Properties may include mixed commercial and


                                       30


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


                                       31


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:

          o    non-cash items such as depreciation and amortization;

          o    capital expenditures; and

          o    debt service on loans secured by the mortgaged property.

     The Net Operating Income of a mortgaged property will fluctuate over time
and may be sufficient or insufficient to cover debt service on the related
mortgage loan at any given time.

     As the primary component of Net Operating Income, rental income as well as
maintenance payments from tenant stockholders of a cooperative is subject to the
vagaries of the applicable real estate market or business climate. Properties
typically leased, occupied or used on a short-term basis, such as health
care-related facilities, hotels and motels, and mini-warehouse and self-storage
facilities, tend to be affected more rapidly by changes in market or business
conditions than do properties leased, occupied or used for longer periods, such
as warehouses, retail stores, office buildings and industrial plants. Commercial
loans may be secured by owner occupied mortgaged properties or mortgaged
properties leased to a single tenant. Accordingly, a decline in the financial
condition of the borrower or single tenant, as applicable, may have a
disproportionately greater effect on the Net Operating Income from the mortgaged
properties than would be the case with respect to mortgaged properties with
multiple tenants.

     Changes in the expense components of Net Operating Income due to the
general economic climate or economic conditions in a locality or industry
segment, such as increases in interest rates, real estate and personal property
tax rates and other operating expenses, including energy costs; changes in
governmental rules, regulations and fiscal policies, including environmental
legislation; and acts of God may also affect the risk of default on the related
mortgage loan. As may be further described in the related prospectus supplement,
in some cases leases of mortgaged properties may provide that the lessee, rather
than the borrower, is responsible for payment of some or all of these expenses;
however, because leases are subject to default risks as well when a tenant's
income is insufficient to cover its rent and operating expenses, the existence
of "net of expense" provisions will only temper, not eliminate, the impact of
expense increases on the performance of the related mortgage loan. See
"--Leases" above.

     The duration of leases and the existence of any "net of expense" provisions
are often viewed as the primary considerations in evaluating the credit risk of
mortgage loans secured by certain income-producing properties. However, that
risk may be affected equally or to a greater extent by changes in government
regulation of the operator of the property. Examples of the latter include
mortgage loans secured by health care-related facilities and hospitals, the
income from which and the operating expenses of which are subject to state and
federal regulations, such as Medicare and


                                       32


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:

          o    the recent resale value of comparable properties at the date of
               the appraisal;

          o    the cost of replacing the property;

          o    a projection of value based upon the property's projected net
               cash flow; or

          o    a selection from or interpolation of the values derived from the
               methods listed here.

     Each of these appraisal methods presents analytical challenges for the
following reasons:

          o    it is often difficult to find truly comparable properties that
               have recently been sold;

          o    the replacement cost of a property may have little to do with its
               current market value;

          o    income capitalization is inherently based on inexact projections
               of income and expense and the selection of an appropriate
               capitalization rate;

          o    more than one of the appraisal methods may be used and each may
               produce significantly different results; and

          o    if a high Loan-to-Value Ratio accompanies a high Debt Service
               Coverage Ratio or vice versa, the analysis of default and loss
               risks is difficult.

     While Morgan Stanley Capital I Inc. believes that the foregoing
considerations are important factors that generally distinguish the multifamily
and commercial loans from single family mortgage loans and provide insight to
the risks associated with income-producing real estate, there is no assurance
that these factors will in fact have been considered by the originators of the
multifamily and commercial loans, or that, for any of the mortgage loans, they
are complete or relevant. See "Risk Factors--Borrower May Be Unable To Repay The
Remaining Principal Balance On Its Maturity Date Which Would Adversely Affect
Payment On Your Certificates," "--Your Certificates Will Bear Losses If
Insufficient Funds Are Available to Satisfy Any Junior Mortgage Loans," and
"--Obligor Default May Adversely Affect Payment on Your Certificates."

LOAN-TO-VALUE RATIO

     The Loan-to-Value Ratio of a mortgage loan at any given time is the ratio,
expressed as a percentage, of the then outstanding principal balance of the
mortgage loan to the Value of the related mortgaged property. The Value of a
mortgaged property, other than with respect to Refinance Loans, is generally the
lesser of

          o    the appraised value determined in an appraisal obtained by the
               originator at origination of that loan and

          o    the sales price for that property.

Refinance Loans are loans made to refinance existing loans. Unless the related
prospectus supplement provides otherwise, the Value of the mortgaged property
securing a Refinance Loan is the appraised


                                       33


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:

          o    the aggregate outstanding principal balance and the largest,
               smallest and average outstanding principal balance of the
               mortgage loans, unless the related prospectus supplement provides
               otherwise, the close of business on the Cut-off Date, which is a
               day of the month of formation of the related trust fund, as
               designated in the prospectus supplement;

          o    the type of property securing the mortgage loans, e.g.,
               multifamily property or commercial property and the type of
               property in each category;

          o    the weighted average, by principal balance, of the original and
               remaining terms to maturity of the mortgage loans;

          o    the earliest and latest origination date and maturity date of the
               mortgage loans;

          o    the weighted average, by principal balance, of the Loan-to-Value
               Ratios at origination of the mortgage loans;

          o    the mortgage rates or range of mortgage rates and the weighted
               average mortgage rate borne by the mortgage loans;

          o    the state or states in which most of the mortgaged properties are
               located;

          o    information with respect to the prepayment provisions, if any, of
               the mortgage loans;

          o    the weighted average Retained Interest, if any;

          o    with respect to mortgage loans with adjustable mortgage rates,
               the Index, the frequency of the adjustment dates, the highest,
               lowest and weighted average note margin and pass-through margin,
               and the maximum mortgage rate or monthly payment variation at the
               time of any adjustment thereof and over the life of the
               adjustable rate loan and the frequency of monthly payment
               adjustments;


                                       34


          o    the Debt Service Coverage Ratio either at origination or as of a
               more recent date, or both; and

          o    information regarding the payment characteristics of the mortgage
               loans, including without limitation balloon payment and other
               amortization provisions.

The related prospectus supplement will also contain certain information
available to Morgan Stanley Capital I Inc. with respect to the provisions of
leases and the nature of tenants of the mortgaged properties and other
information referred to in a general manner under "--Default and Loss
Considerations with Respect to the Mortgage Loans" above. If specific
information respecting the mortgage loans is not known to Morgan Stanley Capital
I Inc. at the time certificates are initially offered, more general information
of the nature described in the bullet points in this section will be provided in
the prospectus supplement, and specific information will be set forth in a
report which will be available to purchasers of the related certificates at or
before the initial issuance thereof and will be filed as part of a Current
Report on Form 8-K with the Securities and Exchange Commission within fifteen
days after the initial issuance.

PAYMENT PROVISIONS OF THE MORTGAGE LOANS

     Generally, the mortgage loans will:

          o    have individual principal balances at origination of not less
               than $25,000;

          o    have original terms to maturity of not more than 40 years; and

          o    provide for payments of principal, interest or both, on due dates
               that occur monthly, quarterly or semi-annually or at another
               interval as specified in the related prospectus supplement.

     Each mortgage loan may provide for no accrual of interest or for accrual of
interest thereon at a mortgage rate. Each mortgage loan may provide for
scheduled payments to maturity or payments that adjust from time to time to
accommodate changes in the mortgage rate or to reflect the occurrence of certain
events, and may provide for negative amortization or accelerated amortization,
in each case as described in the related prospectus supplement. Each mortgage
loan may be fully amortizing or require a balloon payment due on its stated
maturity date, in each case as described in the related prospectus supplement.
Each mortgage loan may contain a Lockout Period and Lockout Date, the date of
expiration of the Lockout Period, or require payment of a prepayment premium in
connection with a prepayment, in each case as described in the related
prospectus supplement.

     In the event that holders of any class or classes of the offered
certificates in this prospectus supplement will be entitled to all or a portion
of any prepayment premiums collected in respect of mortgage loans, the related
prospectus supplement will specify the method or methods by which these amounts
will be allocated. A mortgage loan may also contain provisions entitling the
lender to a share of profits realized from the operation or disposition of the
mortgaged property, as described in the related prospectus supplement. In the
event that holders of any class or classes of offered certificates will be
entitled to all or a portion of an Equity Participation, the related prospectus
supplement will specify the terms and provisions of the Equity Participation and
the method or methods by which distributions in respect thereof will be
allocated among the certificates.

MORTGAGE BACKED SECURITIES

     Any MBS will have been issued pursuant to an MBS Agreement. A seller, the
MBS issuer, or the servicer of the underlying mortgage loans or Underlying MBS,
or a combination of those entities, will have entered into the MBS Agreement
with an MBS trustee, if any, or with the original purchaser of the interest in
the underlying mortgage loans or MBS evidenced by the MBS.

     Distributions of any principal or interest, as applicable, will be made on
MBS on the dates specified in the related prospectus supplement. The MBS may be
issued in one or more classes with characteristics similar to the classes of
certificates described in this prospectus. Any principal or interest
distributions will be made on the MBS by the MBS trustee or the MBS servicer.
The MBS


                                       35


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:

          o    the aggregate approximate initial and outstanding principal
               amount or Notional Amount, as applicable, and type of the MBS to
               be included in the trust fund;

          o    the original and remaining term to stated maturity of the MBS, if
               applicable;

          o    whether the MBS is entitled only to interest payments, only to
               principal payments or to both;

          o    the pass-through or bond rate of the MBS or formula for
               determining the rates, if any;

          o    the applicable payment provisions for the MBS, including, but not
               limited to, any priorities, payment schedules and subordination
               features;

          o    the MBS issuer, MBS servicer and MBS trustee, as applicable;

          o    characteristics of the credit support, if any, such as
               subordination, reserve funds, insurance policies, letters of
               credit or guarantees relating to the related Underlying Mortgage
               Loans, the Underlying MBS or directly to the MBS;

          o    the terms on which the MBS or the related Underlying Mortgage
               Loans or Underlying MBS may, or are required to, be purchased
               prior to their maturity;

          o    the terms on which mortgage loans or Underlying MBS may be
               substituted for those originally underlying the MBS;

          o    the servicing fees payable under the MBS Agreement;

          o    the type of information in respect of the Underlying Mortgage
               Loans described under "--Mortgage Loans--Mortgage Loan
               Information in Prospectus Supplements" above, and the type of
               information in respect of the Underlying MBS described in this
               paragraph;

          o    the characteristics of any cash flow agreements that are included
               as part of the trust fund evidenced or secured by the MBS;

          o    whether the MBS is in certificated form, book-entry form or held
               through a depository such as The Depository Trust Company or the
               Participants Trust Company;

          o    the market price of the MBS and the basis on which the market
               price was determined; and

          o    if the issuer of the MBS is required to file reports under the
               Exchange Act of 1934, as amended, how to locate the reports of
               the MBS issuer.

     If specified in the prospectus supplement for a series of certificates, a
trust fund may contain one or more MBS issued by Morgan Stanley Capital I Inc.
that each represent an interest in one or more


                                       36


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:

          o    the aggregate approximate initial and outstanding principal
               amounts or Notional Amounts, as applicable, and types of the
               government securities to be included in the trust fund;

          o    the original and remaining terms to stated maturity of the
               government securities;

          o    whether the government securities are entitled only to interest
               payments, only to principal payments or to both;

          o    the interest rates of the government securities or the formula to
               determine the rates, if any;

          o    the applicable payment provisions for the government securities;
               and

          o    to what extent, if any, the obligation evidenced by the related
               series of certificates is backed by the full faith and credit of
               the United States.

ACCOUNTS

     Each trust fund will include one or more accounts established and
maintained on behalf of the certificateholders into which the person or persons
designated in the related prospectus supplement will, to the extent described in
this prospectus and in the related prospectus supplement deposit all payments
and collections received or advanced with respect to the assets and other assets
in the trust fund. Such an account may be maintained as an interest-bearing or a
non-interest-bearing account, and funds held in that account may be held as cash
or invested in short-term, investment grade obligations, in each case as
described in the related prospectus supplement. See "Description of the
Agreements--Certificate Account and Other Collection Accounts."

CREDIT SUPPORT

     If so provided in the related prospectus supplement, partial or full
protection against certain defaults and losses on the assets in the related
trust fund may be provided to one or more classes of certificates in the related
series. Credit support may be provided in the form of subordination of one or
more other classes of certificates in the series, by cross-support provisions,
insurance or guarantees for the loans, letters of credit, insurance policies and
surety bonds, the establishment of one or more reserve funds or any combination
of the foregoing. The amount and types of coverage, the identification of the
entity providing the coverage if applicable and related information with respect
to each type of Credit Support, if any, will be described in the prospectus
supplement for a series of certificates. See "Risk Factors--Credit Support May
Not Cover Losses Or Risks Which Could Adversely Affect Payment On Your
Certificates."

CASH FLOW AGREEMENTS

     If so provided in the related prospectus supplement, the trust fund may
include guaranteed investment contracts pursuant to which moneys held in the
funds may be invested, or interest rate exchange or interest rate swap
agreements, interest rate cap, floor or collar agreements, currency exchange or
swap agreements or other interest rate or currency agreements provided to reduce
the effect s of interest rate or currency exchange rate fluctuations on the
assets or on one or more classes of certificates. Currency exchange or swap
agreements might be included in the trust fund if some or all of the mortgage
loans or MBS, such as mortgage loans secured by mortgaged properties located
outside the United States, were denominated in a non United States currency. The
principal terms of


                                       37


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

          o    the pass-through rate for each class of certificates or, in the
               case of a variable or adjustable pass-through rate, the method of
               determining the pass-through rate;

          o    the effect, if any, of the prepayment of any mortgage loan or MBS
               on the pass-through rate of one or more classes of certificates;
               and

          o    whether the distributions of interest on the certificates of any
               class will be dependent, in whole or in part, on the performance
               of any obligor under a Cash Flow Agreement.

     The effective yield to maturity to each holder of certificates entitled to
payments of interest will be below that otherwise produced by the applicable
pass-through rate and purchase price of the certificate because, while interest
may accrue on each asset during a certain period, the distribution of interest
will be made on a day which may be several days, weeks or months following the
period of accrual.

TIMING OF PAYMENT OF INTEREST

     Each payment of interest on the certificates will have a stated principal
amount in addition to the certificate Balance of a class of Accrual
Certificates, and will be distributed to certificateholders as provided in the
related prospectus supplement and will include interest accrued during the
Interest Accrual Period for that Distribution Date. As indicated in this
prospectus under "--Pass-through Rate" above, if the Interest Accrual Period
ends on a date other than a Distribution Date for the related series, the yield
realized by the holders of the certificates may be lower than the yield that
would result if the Interest Accrual Period ended on that Distribution Date. In
addition, if so specified in the related prospectus supplement, interest accrued
for an Interest Accrual Period for one or more classes of certificates may be
calculated on the assumption that distributions of principal, additions to the
Certificate Balance of Accrual Certificates and allocations of losses on the
assets may be made on the first day of the Interest Accrual Period for a
Distribution Date and not on that Distribution Date. This method would produce a
lower effective yield than if interest were calculated on the basis of the
actual principal amount outstanding during an Interest Accrual Period. The
Interest Accrual Period for any class of offered certificates will be described
in the related prospectus supplement.


                                       38


PAYMENTS OF PRINCIPAL; PREPAYMENTS

     The yield to maturity on the certificates will be affected by the rate of
principal payments on the assets including principal prepayments on mortgage
loans resulting from both voluntary prepayments by the borrowers and involuntary
liquidations. These payments may be directly dependent upon the payments on
leases underlying the mortgage loans. The rate at which principal prepayments
occur on the mortgage loans will be affected by a variety of factors, including,
without limitation, the terms of the mortgage loans, the level of prevailing
interest rates, the availability of mortgage credit and economic, demographic,
geographic, tax, legal and other factors. In general, however, if prevailing
interest rates fall significantly below the mortgage rates on the mortgage loans
comprising or underlying the assets in a particular trust fund, the mortgage
loans are likely to be the subject of higher principal prepayments than if
prevailing rates remain at or above the rates borne by the mortgage loans. In
this regard, it should be noted that assets may consist of mortgage loans with
different mortgage rates and the stated pass-through or pay-through interest
rate of certain MBS may be a number of percentage points higher or lower than
the underlying mortgage loans. The rate of principal payments on some or all of
the classes of certificates of a series

          o    will correspond to the rate of principal payments on the assets
               in the related trust fund;

          o    is likely to be affected by the existence of Lockout Periods and
               Prepayment Premium provisions of the mortgage loans underlying or
               comprising the assets; and

          o    is likely to be affected to the extent the servicer of any
               mortgage loan is able to enforce the Lockout Period and
               Prepayment Premium provisions.

Mortgage loans with a Lockout Period or a Prepayment Premium provision, to the
extent enforceable, generally would be expected to experience a lower rate of
principal prepayments than otherwise identical mortgage loans without these
provisions, with shorter Lockout Periods or with lower Prepayment Premiums.

     If the purchaser of a certificate offered at a discount calculates its
anticipated yield to maturity based on an assumed rate of distributions of
principal that is faster than that actually experienced on the assets, the
actual yield to maturity will be lower than that so calculated. Conversely, if
the purchaser of a certificate offered at a premium calculates its anticipated
yield to maturity based on an assumed rate of distributions of principal that is
slower than that actually experienced on the assets, the actual yield to
maturity will be lower than that so calculated. In either case, if so provided
in the prospectus supplement for a series of certificates, the effect on yield
on one or more classes of the certificates of the series of prepayments of the
assets in the related trust fund may be mitigated or exacerbated by any
provisions for sequential or selective distribution of principal to these
classes.

     When a full prepayment is made on a mortgage loan, the borrower is charged
interest on the principal amount of the mortgage loan so prepaid for the number
of days in the month actually elapsed up to the date of the prepayment.
Generally, the effect of prepayments in full will be to reduce the amount of
interest paid in the following month to holders of certificates entitled to
payments of interest because interest on the principal amount of any mortgage
loan so prepaid will be paid only to the date of prepayment rather than for a
full month. In most cases, a partial prepayment of principal is applied so as to
reduce the outstanding principal balance of the related mortgage loan as of the
Due Date in the month in which the partial prepayment is received. As a result,
to the extent set forth in the related prospectus supplement, the effect of a
partial prepayment on a mortgage loan will be to reduce the amount of interest
passed through to holders of certificates in the month following the receipt of
the partial prepayment by an amount equal to one month's interest at the
applicable pass-through rate on the prepaid amount.

     The timing of changes in the rate of principal payments on the mortgage
loans or MBS may significantly affect an investor's actual yield to maturity,
even if the average rate of distributions of principal is consistent with an
investor's expectation. In general, the earlier a principal payment is received
on the mortgage loans or the MBS and distributed on a certificate, the greater
the effect on the investor's yield to maturity. The effect on an investor's
yield of principal payments occurring at a rate higher or lower than the rate
anticipated by the investor during a given period may not be offset by a
subsequent like decrease or increase in the rate of principal payments.


                                       39


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.


                                       40


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.


                                       41


                                   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.



                                                                    TOTAL MSMC LOANS
                                               TOTAL MSMC LOANS     SECURITIZED WITH
YEAR (APPROXIMATE AMTS                         SECURITIZED WITH      NON-AFFILIATED    TOTAL MSMC LOANS
   IN BILLIONS-$'S)      TOTAL MSMC LOANS*   AFFILIATED DEPOSITOR       DEPOSITOR         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.


                                       42


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


                                       43


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.


                                       44


                         DESCRIPTION OF THE CERTIFICATES

GENERAL

     The certificates of each series, including any class of certificates not
offered by this prospectus, will represent the entire beneficial ownership
interest in the trust fund created pursuant to the related Agreement. Each
series of certificates will consist of one or more classes of certificates that
may:

          o    provide for the accrual of interest thereon based on fixed,
               floating, variable or adjustable rates;

          o    be senior or subordinate to one or more other classes of
               certificates in respect of distributions on the certificates;

          o    be entitled to principal distributions, with disproportionately
               low, nominal or no interest distributions;

          o    be entitled to interest distributions, with disproportionately
               low, nominal or no principal distributions;

          o    provide for distributions of accrued interest thereon commencing
               only following the occurrence of events, such as the retirement
               of one or more other classes of certificates of the series;

          o    provide for payments of interest and/or principal sequentially,
               based on specified payment schedules, from only a portion of the
               assets in the trust fund or based on specified calculations, to
               the extent of available funds, in each case as described in the
               related prospectus supplement;

          o    provide for distributions based on a combination of two or more
               components thereof with one or more of the characteristics
               described in this paragraph including a Stripped Principal
               Certificate component and a Stripped Interest Certificate
               component; or

          o    do all or any combination of the above.

     Any of the foregoing may be included in the certificates being offered to
you.

     Each class of offered certificates of a series will be issued in minimum
denominations corresponding to the Certificate Balances or, in case of Stripped
Interest Certificates, Notional Amounts or percentage interests specified in the
related prospectus supplement. The transfer of any offered certificates may be
registered and these certificates may be exchanged without the payment of any
service charge payable in connection with the registration of transfer or
exchange. However Morgan Stanley Capital I Inc. or the trustee or any of its
agents may require payment of a sum sufficient to cover any tax or other
governmental charge. One or more classes of certificates of a series may be
issued in definitive form or in book-entry form, as provided in the related
prospectus supplement. See "Risk Factors--If Your Certificate Is Book-Entry, You
Will Not Be Recognized As Certificateholder By The Trustee." Under limited
circumstances, definitive certificates will be exchangeable for other
certificates of the same class and series of a like aggregate Certificate
Balance, Notional Amount or percentage interest but of different authorized
denominations.

     Generally, the initial total principal balance of the mortgage assets in a
trust will equal or exceed the initial total principal balance of the related
certificates. If the initial total principal balance of the related mortgage
assets is less than the initial total principal balance of any series, we may
arrange an interim deposit of cash or liquid investments with the trustee to
cover the shortfall. For the period specified in the related prospectus
supplement, following the initial issuance of that series, we will be entitled
to obtain a release of the deposited cash or investments in exchange for the
deposit of a corresponding amount of mortgage assets. If we fail to deliver
mortgage assets sufficient to make up the entire shortfall within that specified
period, any of the cash or investments remaining on deposit with the related
trustee will be used to pay down the principal balance of the related
certificates, as described in the related prospectus supplement.

     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


                                       45


acquire new mortgage assets that conform to the description of mortgage assets
in this prospectus, and satisfy the criteria set forth in the related prospectus
supplement.

     If the subject securitization transaction involves a prefunding or
revolving period, then we will indicate in the related prospectus supplement,
among other things, (i) the term or duration of the prefunding or revolving
period and for prefunding periods, the amount of proceeds to be deposited in the
prefunding account and the percentage of the mortgage asset pool represented by
those proceeds, (ii) for revolving periods, the maximum amount of additional
assets that may be acquired during the revolving period, if applicable, and the
percentage of the mortgage asset pool represented by those assets and (iii) any
limitation on the ability to add pool assets.

DISTRIBUTIONS

     Distributions on the certificates of each series will be made by or on
behalf of the trustee on each Distribution Date as specified in the related
prospectus supplement from the Available Distribution Amount for the series and
the Distribution Date. Except as otherwise specified in the related prospectus
supplement, distributions other than the final distribution will be made to the
persons in whose names the certificates are registered on the Record Date, and
the amount of each distribution will be determined as of the close of business
on the date specified in the related prospectus supplement. All distributions
with respect to each class of certificates on each Distribution Date will be
allocated pro rata among the outstanding certificates in the class or by random
selection, as described in the related prospectus supplement or otherwise
established by the related trustee.

     Payments will be made either by wire transfer in immediately available
funds to the account of a certificateholder at a bank or other entity having
appropriate facilities to receive payments by wire transfer, if the
certificateholder has so notified the trustee or other person required to make
the payments no later than the date specified in the related prospectus
supplement and, if so provided in the related prospectus supplement, holds
certificates in the requisite amount specified in the related prospectus
supplement, or by check mailed to the address of the person entitled to receive
payments as it appears on the Certificate Register. However, the final
distribution in retirement of the certificates, whether definitive certificates
or book-entry certificates, will be made only upon presentation and surrender of
the certificates at the location specified in the notice to certificateholders
of the final distribution.

AVAILABLE DISTRIBUTION AMOUNT

     All distributions on the certificates of each series on each Distribution
Date will be made from the Available Distribution Amount described in this
paragraph, in accordance with the terms described in the related prospectus
supplement. The Available Distribution Amount for each Distribution Date
generally equals the sum of the following amounts:

          1.   the total amount of all cash on deposit in the related
               Certificate Account as of the corresponding Determination Date,
               exclusive of:

               o    all scheduled payments of principal and interest collected
                    but due on a date subsequent to the related Due Period;

               o    unless the related prospectus supplement provides otherwise,
                    all prepayments, together with related payments of the
                    interest thereon and related prepayment premiums,
                    Liquidation Proceeds, Insurance Proceeds and other
                    unscheduled recoveries received subsequent to the related
                    Due Period; and

               o    all amounts in the Certificate Account that are due or
                    reimbursable to Morgan Stanley Capital I Inc., the trustee,
                    an asset seller, a subservicer, a special servicer, the
                    master servicer or any other entity as specified in the
                    related prospectus supplement or that are payable in respect
                    of certain expenses of the related trust fund;

          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;


                                       46


          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


                                       47


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.


                                       48


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.


                                       49


     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

          o    prepayment premiums and

          o    payments on account of Equity Participations;

     (4)  the amount of related servicing compensation received by a master
          servicer and, if payable directly out of the related trust fund, by
          any special servicer and any subservicer and any other customary
          information as that master servicer or trustee deem necessary or
          desirable, or that a certificateholder reasonably requests, to enable
          certificateholders to prepare their tax returns;

     (5)  the aggregate amount of advances included in that distribution, and
          the aggregate amount of unreimbursed advances at the close of business
          on that Distribution Date;

     (6)  the aggregate principal balance of the assets at the close of business
          on that Distribution Date;

     (7)  the number and aggregate principal balance of Whole Loans in respect
          of which:

          o    one scheduled payment is delinquent,

          o    two scheduled payments are delinquent,

          o    three or more scheduled payments are delinquent and

          o    foreclosure proceedings have been commenced;

     (8)  with respect to each Whole Loan that is delinquent two or more months:

          o    the loan number thereof,

          o    the unpaid balance thereof,

          o    whether the delinquency is in respect of any balloon payment,

          o    the aggregate amount of unreimbursed servicing expenses and
               unreimbursed advances in respect thereof,

          o    if applicable, the aggregate amount of any interest accrued and
               payable on related servicing expenses and related advances
               assuming the mortgage loan is subsequently liquidated through
               foreclosure,


                                       50


          o    whether a notice of acceleration has been sent to the borrower
               and, if so, the date of the notice,

          o    whether foreclosure proceedings have been commenced and, if so,
               the date so commenced and

          o    if the mortgage loan is more than three months delinquent and
               foreclosure has not been commenced, the reason therefor;

     (9)  with respect to any Whole Loan liquidated during the related Due
          Period other than by payment in full:

          o    the loan number thereof,

          o    the manner in which it was liquidated and

          o    the aggregate amount of liquidation proceeds received;

     (10) with respect to any Whole Loan liquidated during the related Due
          Period,

          o    the portion of the liquidation proceeds payable or reimbursable
               to the master servicer, or any other entity, in respect of the
               mortgage loan and

          o    the amount of any loss to certificateholders;

     (11) with respect to each REO Property relating to a Whole Loan and
          included in the trust fund as of the end of the related Due Period,

          o    the loan number of the related mortgage loan and

          o    the date of acquisition;

     (12) with respect to each REO Property relating to a Whole Loan and
          included in the trust fund as of the end of the related Due Period:

          o    the book value,

          o    the principal balance of the related mortgage loan immediately
               following the Distribution Date, calculated as if the mortgage
               loan were still outstanding taking into account certain limited
               modifications to the terms thereof specified in the Agreement,

          o    the aggregate amount of unreimbursed servicing expenses and
               unreimbursed advances in respect thereof and

          o    if applicable, the aggregate amount of interest accrued and
               payable on related servicing expenses and related advances;

     (13) with respect to any REO Property sold during the related Due Period

          o    the loan number of the related mortgage loan,

          o    the aggregate amount of sale proceeds,

          o    the portion of sales proceeds payable or reimbursable to the
               master servicer or a special servicer in respect of the REO
               Property or the related mortgage loan and

          o    the amount of any loss to certificateholders in respect of the
               related mortgage loan;

     (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;


                                       51


     (17) the amount remaining in the reserve fund, if any, as of the close of
          business on the Distribution Date;

     (18) the aggregate unpaid Accrued Certificate Interest, if any, on each
          class of certificates at the close of business on the Distribution
          Date;

     (19) in the case of certificates with a variable pass-through rate, the
          pass-through rate applicable to the Distribution Date, and, if
          available, the immediately succeeding Distribution Date, as calculated
          in accordance with the method specified in the related prospectus
          supplement;

     (20) in the case of certificates with an adjustable pass-through rate, for
          statements to be distributed in any month in which an adjustment date
          occurs, the adjustable pass-through rate applicable to the
          Distribution Date and the immediately succeeding Distribution Date as
          calculated in accordance with the method specified in the related
          prospectus supplement;

     (21) as to any series which includes Credit Support, the amount of coverage
          of each instrument of Credit Support included in the Series as of the
          close of business on the Distribution Date; and

     (22) the aggregate amount of payments by the borrowers of:

          o    default interest,

          o    late charges and

          o    assumption and modification fees collected during the related Due
               Period.

     In the case of information furnished pursuant to subclauses (1)-(4) above,
the amounts generally will be expressed as a dollar amount per minimum
denomination of certificates. In addition, in the case of information furnished
pursuant to subclauses (1), (2), (14), (18) and (19) above, the amounts shall
also be provided with respect to each component, if any, of a class of
certificates. The master servicer or the trustee, as specified in the related
prospectus supplement, will forward or cause to be forwarded to each holder, to
Morgan Stanley Capital I Inc. and to any other parties as may be specified in
the Agreement, a copy of any statements or reports received by the master
servicer or the trustee, as applicable, with respect to any MBS. The prospectus
supplement for each series of offered certificates will describe any additional
or alternative information to be included in reports to the holders of the
certificates.

     Within a reasonable period of time after the end of each calendar year, the
master servicer or the trustee, as provided in the related prospectus
supplement, shall furnish to each person who at any time during the calendar
year was a holder of a certificate a statement containing the information set
forth in subclauses (1)-(4) above, aggregated for the calendar year or the
applicable portion thereof during which the person was a certificateholder. This
obligation of the master servicer or the trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the master servicer or the trustee pursuant to any requirements of
the Code as are from time to time in force. See "Description of the
Certificates--Book-entry Registration and Definitive Certificates."

TERMINATION

     The obligations created by the Agreement for each series of certificates
will terminate upon the payment to certificateholders of that series of all
amounts held in the Certificate Account or by the master servicer, if any, or
the trustee and required to be paid to them pursuant to the Agreement following
the earlier of

          o    the final payment or other liquidation of the last asset subject
               thereto or the disposition of all property acquired upon
               foreclosure of any Whole Loan subject thereto and

          o    the purchase of all of the assets of the trust fund by the party
               entitled to effect the termination, under the circumstances and
               in the manner set forth in the related prospectus supplement.


                                       52


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.


                                       53


     DTC has advised Morgan Stanley Capital I Inc. that it will take any action
permitted to be taken by a certificateholder under the Agreement only at the
direction of one or more Participants to whose account with DTC interests in the
book-entry certificates are credited.

     Generally, certificates initially issued in book-entry form will be issued
as definitive certificates, rather than to DTC or its nominee only if

          o    Morgan Stanley Capital I Inc. advises the trustee in writing that
               DTC is no longer willing or able to properly discharge its
               responsibilities as depository with respect to the certificates
               and Morgan Stanley Capital I Inc. is unable to locate a qualified
               successor, or

          o    Morgan Stanley Capital I Inc., at its option, elects to terminate
               the book-entry system through DTC.

     Upon the occurrence of either of the events described in the immediately
preceding paragraph, DTC is required to notify all Participants of the
availability through DTC of definitive certificates for the Certificate Owners.
Upon surrender by DTC of the certificate or certificates representing the
book-entry certificates, together with instructions for reregistration, the
trustee will issue, or cause to be issued, to the Certificate Owners identified
in the instructions the definitive certificates to which they are entitled, and
thereafter the trustee will recognize the holders of the definitive certificates
as certificateholders under the Agreement.

                          DESCRIPTION OF THE AGREEMENTS

     The certificates will be offered pursuant to a Pooling Agreement or a Trust
Agreement.

          o    A Pooling Agreement will be used where the trust fund includes
               Whole Loans. The parties to a Pooling Agreement will be Morgan
               Stanley Capital I Inc., a trustee, a master servicer and any
               special servicer appointed as of the date of the Pooling
               Agreement. If a master servicer is not appointed, a servicer,
               with, generally, the same obligations as described in this
               prospectus with respect to the master servicer, except to the
               extent specified in the prospectus supplement, will be appointed.
               This servicer will service all or a significant number of Whole
               Loans directly without a subservicer. References in this
               prospectus to master servicer and its rights and obligations, to
               the extent set forth in the related prospectus supplement, shall
               be deemed to also be references to any servicer servicing Whole
               Loans directly.

          o    A Trust Agreement will be used where the trust fund does not
               include Whole Loans. The parties to a Trust Agreement will be
               Morgan Stanley Capital I Inc. and a trustee. A manager or
               administrator may be appointed pursuant to the Trust Agreement
               for any trust fund to administer the trust fund.

     The provisions of each Agreement will vary depending upon the nature of the
certificates to be issued thereunder and the nature of the related trust fund. A
form of a Pooling Agreement has been filed as an exhibit to the Registration
Statement of which this prospectus is a part. Any Trust Agreement will generally
conform to the form of Pooling Agreement filed herewith, but will not contain
provisions with respect to the servicing and maintenance of Whole Loans. The
following summaries describe some of the provisions that may appear in each
Agreement. The prospectus supplement for a series of certificates will describe
any provision of the Agreement relating to a series that materially differs from
the description thereof contained in this prospectus. The summaries do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all of the 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,


                                       54


together with all principal and interest to be received on or with respect to
the assets after the Cut-off Date, other than principal and interest due on or
before the Cut-off Date and other than any Retained Interest. The trustee will,
concurrently with the assignment, deliver the certificates to Morgan Stanley
Capital I Inc. in exchange for the assets and the other assets comprising the
trust fund for the series. Each mortgage loan and MBS will be identified in a
schedule appearing as an exhibit to the related Agreement. The schedule
generally will include detailed information

          o    in respect of each Whole Loan included in the related trust fund,
               including without limitation, the address of the related
               mortgaged property and type of the property, the mortgage rate
               and, if applicable, the applicable Index, margin, adjustment date
               and any rate cap information, the original and remaining term to
               maturity, the original and outstanding principal balance and
               balloon payment, if any, the Value, Loan-to-Value Ratio and the
               Debt Service Coverage Ratio as of the date indicated and payment
               and prepayment provisions, if applicable, and

          o    in respect of each MBS included in the related trust fund,
               including without limitation, the MBS issuer, MBS servicer and
               MBS trustee, the pass-through or bond rate or formula for
               determining the rate, the issue date and original and remaining
               term to maturity, if applicable, the original and outstanding
               principal amount and payment provisions, if applicable.

     With respect to each Whole Loan, Morgan Stanley Capital I Inc. will deliver
or cause to be delivered to the trustee or to the custodian, certain loan
documents, which to the extent set forth in the related prospectus supplement
will include the original mortgage note endorsed, without recourse, in blank or
to the order of the trustee, the original mortgage or a certified copy thereof
with evidence of recording indicated thereon and an assignment of the mortgage
to the trustee in recordable form. Notwithstanding the foregoing, a trust fund
may include mortgage loans where the original mortgage note is not delivered to
the trustee if Morgan Stanley Capital I Inc. delivers to the trustee or the
custodian a copy or a duplicate original of the mortgage note, together with an
affidavit certifying that the original thereof has been lost or destroyed. With
respect to these mortgage loans, the trustee or its nominee may not be able to
enforce the mortgage note against the related borrower. Unless otherwise
specified in the related prospectus supplement, the asset seller will be
required to agree to repurchase, or substitute for, this type of mortgage loan
that is subsequently in default if the enforcement thereof or of the related
mortgage is materially adversely affected by the absence of the original
mortgage note. Unless otherwise provided in the related prospectus supplement
(which may provide for other arrangements, including electronic registration of
transfer of such documents), the related Agreement will require Morgan Stanley
Capital I Inc. or another party specified in the Agreement to promptly cause
each assignment of mortgage to be recorded in the appropriate public office for
real property records. However, in the State of California or in other states
where, in the opinion of counsel acceptable to the trustee, recording is not
required to protect the trustee's interest in the related Whole Loan against the
claim of any subsequent transferee or any successor to or creditor of Morgan
Stanley Capital I Inc., the master servicer, the relevant asset seller or any
other prior holder of the Whole Loan, the assignment of mortgage for each
related Whole Loan may not be recorded.

     The trustee or a custodian will review the Whole Loan documents within a
specified period of days after receipt thereof, and the trustee or a custodian
will hold the documents in trust for the benefit of the certificateholders.
Generally, if any of these documents are found to be missing or defective in any
material respect, the trustee or custodian shall immediately notify the master
servicer and Morgan Stanley Capital I Inc., and the master servicer shall
immediately notify the relevant asset seller. If the asset seller cannot cure
the omission or defect within a specified number of days after receipt of
notice, then to the extent set forth in the related prospectus supplement, the
asset seller will be obligated, within a specified number of days of receipt of
notice, to repurchase the related Whole 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


                                       55


material defect in, a constituent document. To the extent specified in the
related prospectus supplement, in lieu of curing any omission or defect in the
asset or repurchasing or substituting for the asset, the asset seller may agree
to cover any losses suffered by the trust fund as a result of this type of
breach or defect.

     If so provided in the related prospectus supplement, Morgan Stanley Capital
I Inc. will, as to some or all of the mortgage loans, assign or cause to be
assigned to the trustee the related lease assignments. In certain cases, the
trustee, or master servicer, as applicable, may collect all moneys under the
related leases and distribute amounts, if any, required under the lease for the
payment of maintenance, insurance and taxes, to the extent specified in the
related lease agreement. The trustee, or if so specified in the prospectus
supplement, the master servicer, as agent for the trustee, may hold the lease in
trust for the benefit of the certificateholders.

     With respect to each Government Security or MBS in certificated form,
Morgan Stanley Capital I Inc. will deliver or cause to be delivered to the
trustee or the custodian the original certificate or other definitive evidence
of the Government Security or MBS, as applicable, together with bond power or
other instruments, certifications or documents required to transfer fully the
Government Security or MBS, as applicable, to the trustee for the benefit of the
certificateholders. With respect to each Government Security or MBS in
uncertificated or book-entry form or held through a "clearing corporation"
within the meaning of the UCC, Morgan Stanley Capital I Inc. and the trustee
will cause the Government Security or MBS to be registered directly or on the
books of the clearing corporation or of a financial intermediary in the name of
the trustee for the benefit of the certificateholders. Generally, the related
Agreement will require that either Morgan Stanley Capital I Inc. or the trustee
promptly cause any MBS and government securities in certificated form not
registered in the name of the trustee to be re registered, with the applicable
persons, in the name of the trustee.

REPRESENTATIONS AND WARRANTIES; REPURCHASES

     Generally, Morgan Stanley Capital I Inc. will, with respect to each Whole
Loan, make or assign certain representations and warranties, as of a specified
date covering, by way of example, the following types of matters:

          o    the accuracy of the information set forth for the Whole Loan on
               the schedule of assets appearing as an exhibit to the related
               Agreement;

          o    the existence of title insurance insuring the lien priority of
               the Whole Loan;

          o    the authority of the Warrantying Party to sell the Whole Loan;

          o    the payment status of the Whole Loan and the status of payments
               of taxes, assessments and other charges affecting the related
               mortgaged property;

          o    the existence of customary provisions in the related mortgage
               note and mortgage to permit realization against the mortgaged
               property of the benefit of the security of the mortgage; and

          o    the existence of hazard and extended perils insurance coverage on
               the mortgaged property.

     Any Warrantying Party, if other than Morgan Stanley Capital I Inc., shall
be an asset seller or an affiliate thereof or another person acceptable to
Morgan Stanley Capital I Inc. and shall be identified in the related prospectus
supplement.

     Representations and warranties made in respect of a Whole Loan may have
been made as of a date prior to the applicable Cut-off Date. A substantial
period of time may have elapsed between the date on which the representations
are made and the date of initial issuance of the related series of certificates
evidencing an interest in the Whole Loan. Generally, in the event of a breach of
any representation or warranty, the Warrantying Party will be obligated to
reimburse the trust fund for losses caused by the breach or either cure the
breach or repurchase or 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


                                       56


reimbursement, cure, repurchase or substitution obligation in connection with a
breach of a representation and warranty only if the relevant event that causes
such breach occurs prior to the date on which they were made. The Warranting
Party would have no obligations if the relevant event that causes the breach
occurs after that date.

     Generally, the Agreements will provide that the master servicer or trustee,
or both, will be required to notify promptly the relevant Warrantying Party of
any breach of any representation or warranty made by it in respect of a Whole
Loan that materially and adversely affects the value of the Whole Loan or the
interests in the Whole Loan of the certificateholders. If the Warrantying Party
cannot cure the breach within a specified period following the date on which the
party was notified of the breach, then

          o    the Warrantying Party will be obligated to repurchase the Whole
               Loan from the trustee within a specified period from the date on
               which the Warrantying Party was notified of the breach, at the
               Purchase Price; or

          o    if so provided in the prospectus supplement for a series, the
               Warrantying Party, will have the option, within a specified
               period after initial issuance of such series of certificates, to
               cause the Whole Loan to be removed from the trust fund and
               substitute in its place one or more other Whole Loans, in
               accordance with the standards described in the related prospectus
               supplement; or

          o    if so provided in the prospectus supplement for a series, the
               Warrantying Party, will have the option to reimburse the trust
               fund or the certificateholders for any losses caused by the
               breach.

This reimbursement, repurchase or substitution obligation will constitute the
sole remedy available to holders of certificates or the trustee for a breach of
representation by a Warrantying Party.

     Neither Morgan Stanley Capital I Inc., except to the extent that it is the
Warrantying Party, nor the master servicer will be obligated to purchase or
substitute for a Whole Loan if a Warrantying Party defaults on its obligation to
do so, and no assurance can be given that Warrantying Parties will carry out
their obligations with respect to Whole Loans.

     Generally, the Warrantying Party will, with respect to a trust fund that
includes government securities or MBS, make or assign certain representations or
warranties, as of a specified date, with respect to the government securities or
MBS, covering

          o    the accuracy of the information set forth therefor on the
               schedule of assets appearing as an exhibit to the related
               Agreement and

          o    the authority of the Warrantying Party to sell the assets.

The related prospectus supplement will describe the remedies for a breach
thereof.

     A master servicer will make representations and warranties regarding its
authority to enter into, and its ability to perform its obligations under, the
related Agreement. A breach of any of these representations which materially and
adversely affects the interests of the certificateholders and which continues
unremedied for thirty days after the giving of written notice of the breach to
the master servicer, the trustee or Morgan Stanley Capital I Inc. will
constitute an Event of Default under the Agreement. See "--Events of Default"
and "--Rights Upon Event of Default," below.

CERTIFICATE ACCOUNT AND OTHER COLLECTION ACCOUNTS

     GENERAL

     The master servicer or the trustee or both will, as to each trust fund,
establish and maintain or cause to be established and maintained, the
Certificate Account, which must be either:

          o    an account or accounts the deposits in which are insured by the
               Bank Insurance Fund or the Savings Association Insurance Fund of
               the FDIC, to the limits established by the FDIC, and


                                       57


               the uninsured deposits in which are otherwise secured such that
               the certificateholders have a claim with respect to the funds in
               the Certificate Account or a perfected first priority security
               interest against any collateral securing the funds that is
               superior to the claims of any other depositors or general
               creditors of the institution with which the Certificate Account
               is maintained or

          o    otherwise maintained with a bank or trust company, and in a
               manner, satisfactory to the Rating Agency or Agencies rating any
               class of certificates of the series.

The collateral eligible to secure amounts in the Certificate Account is limited
to Permitted Investments. A Certificate Account may be maintained as an
interest-bearing or a non-interest-bearing account and the funds held in the
account may be invested pending each succeeding Distribution Date in short-term
Permitted Investments. Interest or other income earned on funds in the
Certificate Account will be paid to a master servicer or its designee, or
another service provider as additional servicing compensation, or may be added
to the funds in such account and used for the same purpose. The Certificate
Account may be maintained with an institution that is an affiliate of the master
servicer, if applicable, provided that the institution meets the standards
imposed by the Rating Agency or Agencies. If permitted by the Rating Agency or
Agencies and so specified in the related prospectus supplement, a Certificate
Account may contain funds relating to more than one series of mortgage
pass-through certificates and may contain other funds respecting payments on
mortgage loans belonging to the master servicer or serviced or master serviced
by it on behalf of others.

DEPOSITS

     Generally, a master servicer or the trustee will deposit or cause to be
deposited in the Certificate Account for one or more trust funds the following
payments and collections received, or advances made, by the master servicer or
the trustee or on its behalf subsequent to the Cut-off Date, other than payments
due on or before the Cut-off Date, and exclusive of any amounts representing a
Retained Interest, all payments on account of principal, including principal
prepayments, on the assets;

     (1)  all payments on account of interest on the assets, including any
          default interest collected, in each case net of any portion thereof
          retained by a master servicer, a subservicer or a special servicer as
          its servicing compensation and net of any Retained Interest;

     (2)  all proceeds of the hazard, business interruption and general
          liability insurance policies to be maintained in respect of each
          mortgaged property securing a Whole Loan in the trust fund, to the
          extent the proceeds are not applied to the restoration of the property
          or released to the borrower in accordance with normal servicing
          procedures and all Insurance Proceeds and all Liquidation Proceeds,
          together with the net proceeds on a monthly basis with respect to any
          mortgaged properties acquired for the benefit of certificateholders by
          foreclosure or by deed in lieu of foreclosure or otherwise;

     (3)  any amounts paid under any instrument or drawn from any fund that
          constitutes Credit Support for the related series of certificates as
          described under "Description of Credit Support";

     (4)  any advances made as described under "Description of the
          Certificates--Advances in Respect of Delinquencies";

     (5)  any amounts representing prepayment premiums;

     (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";


                                       58


     (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";


                                       59


     (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,


                                       60


may also be withdrawn from any collection account. The prospectus supplement
will set forth any restrictions with respect to any collection account,
including investment restrictions and any restrictions with respect to financial
institutions with which any collection account may be maintained.

COLLECTION AND OTHER SERVICING PROCEDURES

     The master servicer, directly or through subservicers, is required to make
reasonable efforts to collect all scheduled payments under the Whole Loans and
will follow or cause to be followed the collection procedures as it would follow
with respect to mortgage loans that are comparable to the Whole Loans and held
for its own account, provided the procedures are consistent with the Servicing
Standard. In connection therewith, the master servicer will be permitted in its
discretion to waive any late payment charge or penalty interest in respect of a
late Whole Loan payment.

     Each master servicer will also be required to perform other customary
functions of a servicer of comparable loans, including the following:

          o    maintaining, or causing the borrower or lessee on each mortgage
               or lease to maintain, hazard, business interruption and general
               liability insurance policies and, if applicable, rental
               interruption policies as described in this prospectus and in any
               related prospectus supplement, and filing and settling claims
               thereunder;

          o    maintaining escrow or impoundment accounts of borrowers for
               payment of taxes, insurance and other items required to be paid
               by any borrower pursuant to the Whole Loan;

          o    processing assumptions or substitutions in those cases where the
               master servicer has determined not to enforce any applicable
               Due-on-Sale clause; attempting to cure delinquencies;

          o    inspecting and managing mortgaged properties under certain
               circumstances; and

          o    maintaining accounting records relating to the Whole Loans.
               Generally the master servicer or another service provider, as
               specified in the related prospectus supplement, will be
               responsible for filing and settling claims in respect of
               particular Whole Loans under any applicable instrument of Credit
               Support. See "Description of Credit Support."

     The master servicer may agree to modify, waive or amend any term of any
Whole Loan in a manner consistent with the Servicing Standard so long as the
modification, waiver or amendment will not

          o    affect the amount or timing of any scheduled payments of
               principal or interest on the Whole Loan or

          o    in its judgment, materially impair the security for the Whole
               Loan or reduce the likelihood of timely payment of amounts due
               thereon.

Except to the extent another standard is specified in the related prospectus
supplement, the special servicer may agree to any modification, waiver or
amendment that would so affect or impair the payments on, or the security for, a
Whole Loan if,

          o    in its judgment, a material default on the Whole Loan has
               occurred or a payment default is imminent and

          o    in its judgment, that modification, waiver or amendment is
               reasonably likely to produce a greater recovery with respect to
               the Whole Loan on a present value basis than would liquidation.

The master servicer or special servicer is required to notify the trustee in the
event of any modification, waiver or amendment of any Whole Loan.

SUBSERVICERS

     A master servicer may delegate its servicing obligations in respect of the
Whole Loans to a subservicer, but the master servicer will remain obligated
under the related Agreement. Each


                                       61


subservicing agreement must be consistent with the terms of the related
Agreement and must provide that, if for any reason the master servicer for the
related series of certificates is no longer acting in the capacity of master
servicer, the trustee or any successor master servicer may assume the master
servicer's rights and obligations under the subservicing agreement.

     Generally, the master servicer will be solely liable for all fees owed by
it to any subservicer, irrespective of whether the master servicer's
compensation pursuant to the related Agreement is sufficient to pay those fees;
however, if so specified in the related prospectus supplement, a subservicer may
be compensated directly from the trust fund, or in another manner. A subservicer
may be entitled to a Retained Interest in certain Whole Loans. Each subservicer
will be reimbursed by the master servicer for certain expenditures which it
makes, generally to the same extent the master servicer would be reimbursed
under an Agreement. See "--Retained Interest; Servicing Compensation and Payment
of Expenses" below.

SPECIAL SERVICERS

     To the extent so specified in the related prospectus supplement, a special
servicer may be appointed. A special servicer will generally be appointed for
the purpose of servicing mortgage loans that are in default or as to which a
default is imminent. The related prospectus supplement will describe the rights,
obligations and compensation of a special servicer. The master servicer will
only be responsible for the duties and obligations of a special servicer to the
extent set forth in the prospectus supplement.

REALIZATION UPON DEFAULTED WHOLE LOANS

     A borrower's failure to make required payments may reflect inadequate
income or the diversion of that income from the service of payments due under
the mortgage loan, and may call into question the borrower's ability to make
timely payment of taxes and to pay for necessary maintenance of the related
mortgaged property. Unless otherwise provided in the related prospectus
supplement, the special servicer is required to:

          o    monitor any Whole Loan which is in default,

          o    contact the borrower concerning the default,

          o    evaluate whether the causes of the default can be cured over a
               reasonable period without significant impairment of the value of
               the mortgaged property,

          o    initiate corrective action in cooperation with the borrower if
               cure is likely,

          o    inspect the mortgaged property, and

          o    take any other actions as are consistent with the Servicing
               Standard.

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


                                       62


number of scheduled payments thereunder or a balloon payment are delinquent, or
as to which there are other defaults specified in the related prospectus
supplement. In addition, a Whole Loan that is in default may be subject to a
purchase option on the part of another lender whose loan is secured by the
related real estate collateral or by a security interest in the equity in the
related borrower. Further, if so specified in the related prospectus supplement,
a special servicer or other specified party for a trust fund may be obligated to
sell a mortgage asset that is in default. Any such option granted to the holder
of an offered certificate will be described in the related prospectus
supplement. Any such option may be assignable to any person or entity. If so
specified in the related prospectus supplement, additional or alternative
procedures may be used to sell a defaulted mortgage loan.

     If a default on a Whole Loan has occurred or, in the master servicer's or
special servicer's judgment is imminent, and the action is consistent with the
servicing standard, the special servicer, on behalf of the trustee, may at any
time:

          o    institute foreclosure proceedings,

          o    exercise any power of sale contained in any mortgage,

          o    obtain a deed in lieu of foreclosure, or

          o    otherwise acquire title to a mortgaged property securing the
               Whole Loan.

Unless otherwise specified in the related prospectus supplement, the special
servicer may not acquire title to any related mortgaged property or take any
other action that would cause the trustee, for the benefit of
certificateholders, or any other specified person to be considered to hold title
to, to be a "mortgagee-in-possession" of, or to be an "owner" or an "operator"
of that mortgaged property within the meaning of federal environmental laws,
unless the special servicer has previously determined, based on a report
prepared by a person who regularly conducts environmental audits, which report
will be an expense of the trust fund, that either:

          o    the mortgaged property is in compliance with applicable
               environmental laws, and there are no circumstances present at the
               mortgaged property relating to the use, management or disposal of
               any hazardous substances, hazardous materials, wastes, or
               petroleum-based materials for which investigation, testing,
               monitoring, containment, clean-up or remediation could be
               required under any federal, state or local law or regulation; or

          o    if the mortgaged property is not so in compliance or such
               circumstances are so present, then it would be in the best
               economic interest of the trust fund to acquire title to the
               mortgaged property and further to take the actions as would be
               necessary and appropriate to effect the compliance and respond to
               the circumstances, the cost of which actions will be an expense
               of the trust fund.

     Unless otherwise provided in the related prospectus supplement, if title to
any mortgaged property is acquired by a trust fund as to which a REMIC election
has been made, the special servicer, on behalf of the trust fund, will be
required to sell the mortgaged property prior to the close of the third calendar
year following the year of acquisition of the mortgaged property by the trust
fund, unless

          o    the Internal Revenue Service grants an extension of time to sell
               the property or

          o    the trustee receives an opinion of independent counsel to the
               effect that the holding of the property by the trust fund
               subsequent to that period will not result in the imposition of a
               tax on the trust fund or cause the trust fund to fail to qualify
               as a REMIC under the Code at any time that any certificate is
               outstanding.

Subject to the foregoing, the special servicer will be required to

          o    solicit bids for any mortgaged property so acquired by the trust
               fund as will be reasonably likely to realize a fair price for the
               property and

          o    accept the first and, if multiple bids are contemporaneously
               received, the highest cash bid received from any person that
               constitutes a fair price.


                                       63


     If the trust fund acquires title to any mortgaged property, the special
servicer, on behalf of the trust fund, may retain an independent contractor to
manage and operate the property. The retention of an independent contractor,
however, will not relieve the special servicer of any of its obligations with
respect to the management and operation of that property. Unless otherwise
specified in the related prospectus supplement, any property acquired by the
trust fund will be managed in a manner consistent with the management and
operation of similar property by a prudent lending institution.

     The limitations imposed by the related Agreement and the REMIC Provisions
of the Code, if a REMIC election has been made with respect to the related trust
fund, on the operations and ownership of any mortgaged property acquired on
behalf of the trust fund may result in the recovery of an amount less than the
amount that would otherwise be recovered. See "Legal Aspects of the Mortgage
Loans and the Leases--Foreclosure."

     If recovery on a defaulted Whole Loan under any related instrument of
Credit Support is not available, the special servicer nevertheless will be
obligated to follow or cause to be followed normal practices and procedures as
it deems necessary or advisable to realize upon the defaulted Whole Loan. If the
proceeds of any liquidation of the property securing the defaulted Whole Loan
are less than the outstanding principal balance of the defaulted Whole Loan plus
interest accrued thereon at the mortgage rate plus the aggregate amount of
expenses incurred by the special servicer in connection with such proceedings
and which are reimbursable under the Agreement, the trust fund will realize a
loss in the amount of that difference. The special servicer will be entitled to
withdraw or cause to be withdrawn from the Certificate Account out of the
Liquidation Proceeds recovered on any defaulted Whole Loan, prior to the
distribution of the Liquidation Proceeds to certificateholders, amounts
representing its normal servicing compensation on the Whole Loan, unreimbursed
servicing expenses incurred with respect to the Whole Loan and any unreimbursed
advances of delinquent payments made with respect to the Whole Loan.

     If any property securing a defaulted Whole Loan is damaged and proceeds, if
any, from the related hazard insurance policy are insufficient to restore the
damaged property to a condition sufficient to permit recovery under the related
instrument of Credit Support, if any, the special servicer is not required to
expend its own funds to restore the damaged property unless it determines

          o    that the restoration will increase the proceeds to
               certificateholders on liquidation of the Whole Loan after
               reimbursement of the special servicer for its expenses and

          o    that the expenses will be recoverable by it from related
               Insurance Proceeds or Liquidation Proceeds.

     As servicer of the Whole Loans, a master servicer, on behalf of itself, the
trustee and the certificateholders, will present claims to the obligor under
each instrument of Credit Support, and will take reasonable steps as are
necessary to receive payment or to permit recovery thereunder with respect to
defaulted Whole Loans.

     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


                                       64


coverage will be in general in an amount equal to the lesser of the principal
balance owing on the Whole Loan and the amount necessary to fully compensate for
any damage or loss to the improvements on the mortgaged property on a
replacement cost basis, but in either case not less than the amount necessary to
avoid the application of any co-insurance clause contained in the hazard
insurance policy. The ability of the master servicer to assure that hazard
insurance proceeds are appropriately applied may be dependent upon its being
named as an additional insured under any hazard insurance policy and under any
other insurance policy referred to below in this section, or upon the extent to
which information in this regard is furnished by borrowers. All amounts
collected by the master servicer under any policy, except for amounts to be
applied to the restoration or repair of the mortgaged property or released to
the borrower in accordance with the master servicer's normal servicing
procedures, subject to the terms and conditions of the related mortgage and
mortgage note, will be deposited in the Certificate Account. The Agreement will
provide that the master servicer may satisfy its obligation to cause each
borrower to maintain a hazard insurance policy by the master servicer's
maintaining a blanket policy insuring against hazard losses on the Whole Loans.
If the blanket policy contains a deductible clause, the master servicer will be
required to deposit in the Certificate Account all sums that would have been
deposited in the Certificate Account but for that clause.

     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in each policy.
Although the policies relating to the Whole Loans will be underwritten by
different insurers under different state laws in accordance with different
applicable state forms, and therefore will not contain identical terms and
conditions, the basic terms thereof are dictated by respective state laws, and
most of these policies typically do not cover any physical damage resulting from
war, revolution, governmental actions, floods and other water-related causes,
earth movement, including earthquakes, landslides and mudflows, wet or dry rot,
vermin, domestic animals and other kinds of uninsured risks.

     The hazard insurance policies covering the mortgaged properties securing
the Whole Loans will typically contain a co-insurance clause that in effect
requires the insured at all times to carry insurance of a specified percentage,
generally 80% to 90%, of the full replacement value of the improvements on the
property in order to recover the full amount of any partial loss. If the
insured's coverage falls below this specified percentage, the co-insurance
clause generally provides that the insurer's liability in the event of partial
loss does not exceed the lesser of

          o    the replacement cost of the improvements less physical
               depreciation and

          o    the proportion of the loss as the amount of insurance carried
               bears to the specified percentage of the full replacement cost of
               the improvements.

     Each Agreement for a trust fund that includes Whole Loans will require the
master servicer to cause the borrower on each Whole Loan, or, in certain cases,
the related lessee, to maintain all other insurance coverage with respect to the
related mortgaged property as is consistent with the terms of the related
mortgage and the Servicing Standard, which insurance may typically include flood
insurance if the related mortgaged property was located at the 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.


                                       65


     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."


                                       66


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.


                                       67


     Each party that is required to deliver an Assessment of Compliance will
also be required to simultaneously deliver a report (an "Attestation Report") of
a registered public accounting firm, prepared in accordance with the standards
for attestation engagements issued or adopted by the Public Company Accounting
Oversight Board, that expresses an opinion, or states that an opinion cannot be
expressed, concerning the party's assessment of compliance with the applicable
servicing criteria.

MATTERS REGARDING A MASTER SERVICER, A SPECIAL SERVICER AND THE DEPOSITOR

     The master servicer, if any, a special servicer, or a servicer for
substantially all the Whole Loans under each Agreement will be named in the
related prospectus supplement. The entity serving as master servicer, as special
servicer or as servicer may be an affiliate of Morgan Stanley Capital I Inc. and
may have other normal business relationships with Morgan Stanley Capital I Inc.
or Morgan Stanley Capital I Inc.'s affiliates. Reference to the master servicer
shall be deemed to be to the servicer of substantially all of the Whole Loans,
if applicable.

     Generally, the related Agreement will provide that the master servicer may
resign from its obligations and duties only if (i) (A) a successor servicer is
available, willing to assume the obligations, responsibilities, and covenants to
be performed by the master servicer on substantially the same terms and
conditions, and for not more than equivalent compensation, and assumes all
obligations of the resigning master servicer under any primary servicing
agreements; (B) the resigning master servicer bears all costs associated with
its resignation and the transfer of servicing; and (C) each rating agency rating
the applicable series delivers written confirmation that such transfer of
servicing will not result in the downgrade, qualification or withdrawal of its
ratings of the certificates of such series or (ii) upon a determination that its
duties under the Agreement are no longer permissible under applicable law or are
in material conflict by reason of applicable law with another activity carried
on by it that was performed by the master servicer on the date of the Agreement.
No resignation will become effective until the trustee or a successor servicer
has assumed the master servicer's obligations and duties under the Agreement.

     Generally the Agreements will further provide that neither any master
servicer, any special servicer, Morgan Stanley Capital I Inc. nor any director,
officer, employee, or agent of a master servicer, a special servicer or Morgan
Stanley Capital I Inc. will be under any liability to the related trust fund or
certificateholders for any action taken, or for refraining from the taking of
any action, in good faith pursuant to the Agreement. However, neither a master
servicer, a special servicer, Morgan Stanley Capital I Inc. nor any director,
officer, employee, or agent of a master servicer, a special servicer or Morgan
Stanley Capital I Inc. will be protected against any breach of a representation,
warranty or covenant made in the Agreement, or against any liability
specifically imposed by the Agreement, or against any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of obligations or duties thereunder or by reason
of reckless disregard of obligations and duties thereunder. The Agreements will
further provide that any master servicer, any special servicer, Morgan Stanley
Capital I Inc. and any director, officer, employee or agent of a master servicer
or Morgan Stanley Capital I Inc. will be entitled to indemnification by the
related trust fund and will be held harmless against any loss, liability or
expense incurred in connection with any legal action relating to the Agreement
or the certificates; provided, however, that generally the indemnification will
not extend to any loss, liability or expense:

          o    specifically imposed by the Agreement or otherwise incidental to
               the performance of obligations and duties thereunder, including,
               in the case of a master servicer or special servicer, the
               prosecution of an enforcement action in respect of any specific
               Whole Loan or Whole Loans, except as any loss, liability or
               expense shall be otherwise reimbursable pursuant to the
               Agreement;

          o    incurred in connection with any breach of a representation,
               warranty or covenant made in the Agreement;

          o    incurred by reason of misfeasance, bad faith or gross negligence
               in the performance of obligations or duties thereunder, or by
               reason of reckless disregard of its obligations or duties.


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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.


                                       69


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 66 2/3% of the Voting Rights
allocated to the respective classes of certificates affected by any Event of
Default will be entitled to waive that Event of Default; provided, however, that
an Event of Default involving a failure to distribute a required payment to
certificateholders described in clause (1) under "--Events of Default" may be
waived only by all of the certificateholders. Upon any waiver of an Event of
Default, the Event of Default shall cease to exist and shall be deemed to have
been remedied for every purpose under the Agreement.

     No certificateholder will have the right under any Agreement to institute
any proceeding with respect thereto unless the holder previously has given to
the trustee written notice of default and unless the holders of certificates
evidencing not less than 25% of the Voting Rights have made written request upon
the trustee to institute the proceeding in its own name as trustee thereunder
and have offered to the trustee reasonable indemnity, and the trustee for sixty
days has neglected or refused to institute any proceeding. The trustee, however,
is under no obligation to

          o    exercise any of the powers vested in it by any Agreement;

          o    make any investigation of matters arising under any Agreement; or

          o    institute, conduct or defend any litigation under any Agreement
               or related to any Agreement.

If any of the holders of certificates request, order or direct the trustee to
take any action, the trustee may require reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred.

AMENDMENT

     Each Agreement may be amended by the parties to the Agreement without the
consent of any of the holders of certificates covered by the Agreement:

     (1)  to cure any ambiguity;

     (2)  to correct, modify or supplement any provision in the Agreement which
          may be inconsistent with any other provision in the Agreement;

     (3)  to make any other provisions with respect to matters or questions
          arising under the Agreement which are not inconsistent with the
          provisions thereof; or


                                       70


     (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


                                       71


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.


                                       72


     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:

          o    a brief description of its principal business activities;

          o    its principal place of business, place of incorporation and the
               jurisdiction under which it is chartered or licensed to do
               business;

          o    if applicable, the identity of regulatory agencies that exercise
               primary jurisdiction over the conduct of its business; and

          o    its total assets, and its stockholders' or policyholders'
               surplus, if applicable, as of the date specified in the
               prospectus supplement.

See "Risk Factors--Credit Support May Not Cover Losses or Risks Which Could
Adversely Affect Payment On Your Certificates."

SUBORDINATE CERTIFICATES

     If so specified in the related prospectus supplement, one or more classes
of certificates of a series may be Subordinate Certificates. To the extent
specified in the related prospectus supplement, the rights of the holders of
Subordinate Certificates to receive distributions of principal and interest from
the Certificate Account on any Distribution Date will be subordinated to the
rights of the holders of Senior Certificates. If so provided in the related
prospectus supplement, the subordination of a class may apply only in the event
of or may be limited to certain types of losses or shortfalls. The related
prospectus supplement will set forth information concerning the amount of
subordination of a class or classes of Subordinate Certificates in a series, the
circumstances in which the subordination will be applicable and the manner, if
any, in which the amount of subordination will be effected.

CROSS-SUPPORT PROVISIONS

     If the assets for a series are divided into separate groups, each
supporting a separate class or classes of certificates of a series, credit
support may be provided by cross-support provisions requiring that distributions
be made on Senior Certificates evidencing interests in one group of mortgage
loans or MBS prior to distributions on Subordinate Certificates evidencing
interests in a different group of mortgage loans or MBS within the trust fund.
The prospectus supplement for a series that includes a cross-support provision
will describe the manner and conditions for applying these provisions.

INSURANCE OR GUARANTEES FOR THE WHOLE LOANS

     If so provided in the prospectus supplement for a series of certificates,
the Whole Loans in the related trust fund will be covered for various default
risks by insurance policies or guarantees. A copy of any material instrument for
a series will be filed with the Commission as an exhibit to a Current Report on
Form 8-K to be filed within 15 days of issuance of the certificates of the
related series.


                                       73


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.








                                       75


               LEGAL ASPECTS OF THE MORTGAGE LOANS AND THE LEASES

     The following discussion contains general summaries of certain legal
aspects of loans secured by commercial and multifamily residential properties
that are general in nature. The legal aspects are governed by applicable state
law, which laws may differ substantially. As such, the summaries DO NOT:

          o    purport to be complete;

          o    purport to reflect the laws of any particular state; or

          o    purport to encompass the laws of all states in which the security
               for the mortgage loans is situated.

The summaries are qualified in their entirety by reference to the applicable
federal and state laws governing the mortgage loans. See "Description of the
Trust Funds--Assets."

GENERAL

     All of the mortgage loans are loans evidenced by a note or bond and secured
by instruments granting a security interest in real property. The instrument
granting a security interest may be a mortgage, deed of trust, security deed or
deed to secure debt, depending upon the prevailing practice and law in the state
in which the mortgaged property is located. Any of the foregoing types of
mortgages will create a lien upon, or grant a title interest in, the subject
property. The priority of the mortgage will depend on the terms of the
particular security instrument, as well as separate, recorded, contractual
arrangements with others holding interests in the mortgaged property, the
knowledge of the parties to the instrument as well as the order of recordation
of the instrument in the appropriate public recording office. However, recording
does not generally establish priority over governmental claims for real estate
taxes and assessments and other charges imposed under governmental police
powers.

TYPES OF MORTGAGE INSTRUMENTS

     A mortgage either creates a lien against or constitutes a conveyance of
     real property between two parties--

          o    a borrower--the borrower and usually the owner of the subject
               property, and

          o    a mortgagee--the lender.

     In contrast, a deed of trust is a three-party instrument, among

          o    a trustor--the equivalent of a mortgagor or borrower,

          o    a trustee to whom the mortgaged property is conveyed, and

          o    a beneficiary--the lender--for whose benefit the conveyance is
               made.

Under a deed of trust, the borrower grants the property, irrevocably until the
debt is paid, in trust, generally with a power of sale as security for the
indebtedness evidenced by the related note. A deed to secure debt typically has
two parties.

     By executing a deed to secure debt, the grantor conveys title to, as
opposed to merely creating a lien upon, the subject property to the grantee
until the time that the underlying debt is repaid, generally with a power of
sale as security for the indebtedness evidenced by the related mortgage note. If
a borrower under a mortgage is a land trust, there would be an additional party
because legal title to the property is held by a land trustee under a land trust
agreement for the benefit of the borrower. At origination of a mortgage loan
involving a land trust, the borrower executes a separate undertaking to make
payments on the mortgage note. The lender's authority under a mortgage, the
trustee's authority under a deed of trust and the grantee's authority under a
deed to secure debt are governed by the express provisions of the mortgage, the
law of the state in which the real property is located, certain federal laws
including, without limitation, the Soldiers' and Sailors' Civil Relief Act of
1940 and, in some cases, in deed of trust transactions, the directions of the
beneficiary.


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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:

          o    a tenant's interest in a lease of land or improvements, or both,
               and

          o    the leasehold estate created by the lease.

A mortgage, or other instrument, covering an interest in real property other
than the fee estate requires special provisions in the instrument creating the
interest to protect the lender against termination of the interest before the
note secured by the mortgage, deed of trust, security deed or deed to secure
debt is paid. If so specified in the prospectus supplement, Morgan Stanley
Capital I Inc. or the asset seller will make representations and warranties in
the Agreement with respect to the mortgage loans which are secured by an
interest in a leasehold estate. The representations and warranties will be set
forth in the prospectus supplement if applicable.

LEASES AND RENTS

     Mortgages that encumber income-producing property often contain an
assignment of rents and leases. Typically, under an assignment of rents and
leases:

          o    the borrower assigns its right, title and interest as landlord
               under each lease and the income derived from each lease to the
               lender, and

          o    the borrower retains a revocable license to collect the rents for
               so long as there is no default under the loan documents.

The manner of perfecting the lender's interest in rents may depend on whether
the borrower's assignment was absolute or one granted as security for the loan.
Failure to properly perfect the lender's interest in rents may result in the
loss of substantial pool of funds, which could otherwise serve as a source of
repayment for the loan. If the borrower defaults, the license terminates and the
lender is entitled to collect the rents. Local law may require that the lender
take possession of the property and obtain a court-appointed receiver before
becoming entitled to collect the rents. In most states, hotel and motel room
revenues are considered accounts receivable under the UCC; generally these
revenues are either assigned by the borrower, which remains entitled to collect
the revenues absent a default, or pledged by the borrower, as security for the
loan. In general, the lender must file financing statements in order to perfect
its security interest in the revenues and must file continuation statements,
generally every five years, to maintain perfection of the security interest.
Even if the lender's security interest in room revenues is perfected under the
UCC, the lender will generally be required to commence a foreclosure or
otherwise take possession of the property in order to collect the room revenues
after a default.

     Even after a foreclosure, the potential rent payments from the property may
be less than the periodic payments that had been due under the mortgage. For
instance, the net income that would otherwise be generated from the property may
be less than the amount that would have been needed to service the mortgage debt
if the leases on the property are at below-market rents, or as the result of
excessive maintenance, repair or other obligations which a lender succeeds to as
landlord.

     Lenders that actually take possession of the property, however, may incur
potentially substantial risks attendant to being a mortgagee-in-possession. The
risks include liability for environmental clean-up costs and other risks
inherent in property ownership. See "--Environmental Legislation" below.

PERSONALITY

     Certain types of mortgaged properties, such as hotels, motels and
industrial plants, are likely to derive a significant part of their value from
personal property which does not constitute "fixtures" under applicable state
real property law and, hence, would not be subject to the lien of a mortgage.


                                       77


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.


                                       78


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


                                       79


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:

          o    the Internal Revenue Service grants an REO Extension, or

          o    It obtains an opinion of counsel generally to the effect that the
               holding of the property beyond the close of the third calendar
               year after its acquisition will not result in the imposition of a
               tax on the trust fund or cause any REMIC created pursuant to the
               Agreement to fail to qualify as a REMIC under the Code.

Subject to the foregoing, the master servicer or any related subservicer or the
special servicer will generally be required to solicit bids for any mortgaged
property so acquired in a manner as will be reasonably likely to realize a fair
price for the property. The master servicer or any related subservicer or the
special servicer may retain an independent contractor to operate and manage any
REO Property; however, the retention of an independent contractor will not
relieve the master servicer or any related subservicer or the special servicer
of its obligations with respect to the REO Property.

     In general, the master servicer or any related subservicer or the special
servicer or an independent contractor employed by the master servicer or any
related subservicer or the special servicer at the expense of the trust fund
will be obligated to operate and manage any mortgaged property acquired as REO
Property in a manner that would, to the extent commercially feasible, maximize
the trust fund's net after-tax proceeds from the property. After the master
servicer or any related subservicer or the special servicer reviews the
operation of the property and consults with the trustee to determine the trust
fund's federal income tax reporting position with respect to the income it is
anticipated that the trust fund would derive from the property, the master
servicer or any related subservicer or the special servicer could determine,
particularly in the case of an REO Property that is a hospitality or residential
health care facility, that it would not be commercially feasible to manage


                                       80


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


                                       81


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,

          o    assume the lease and retain it or assign it to a third party or

          o    reject the lease.

     If the lease is assumed, the trustee in bankruptcy on behalf of the lessee,
or the lessee as debtor in possession, or the assignee, if applicable, must cure
any defaults under the lease, compensate the lessor for its losses and provide
the lessor with "adequate assurance" of future performance. These remedies may
be insufficient, however, as the lessor may be forced to continue under the
lease with a lessee that is a poor credit risk or an unfamiliar tenant if the
lease was assigned, and any assurances provided to the lessor may, in fact, be
inadequate. If the lease is rejected, the rejection generally constitutes a
breach of the executory contract or unexpired lease immediately before the date
of filing


                                       83


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

          o    at the time there was at least one other general partner and the
               written provisions of the limited partnership permit the business
               of the limited partnership to be carried on by the remaining
               general partner and that general partner does so or

          o    The written provisions of the limited partnership agreement
               permit the limited partner to agree within a specified time frame
               -- often 60 days -- after such withdrawal to continue the
               business of the limited partnership and to the appointment of one
               or more general partners and the limited partners do so.


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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:

          o    to receive rents, hazard insurance and condemnation proceeds, and

          o    To cause the mortgaged property securing the mortgage loan to be
               sold upon default of the Borrower or trustor. This would
               extinguish the junior lender's or junior beneficiary's lien.
               However, the master servicer or special servicer, as applicable,
               could assert its subordinate interest in the mortgaged property
               in foreclosure litigation or satisfy the defaulted senior loan.

In many states a junior lender or beneficiary may satisfy a defaulted senior
loan in full, or may cure such default and bring the senior loan current, in
either event adding the amounts expended to the balance due on the junior loan.
Absent a provision in the senior mortgage, no notice of default is required to
be given to the junior lender unless otherwise required by law.

     The form of the mortgage or deed of trust used by many institutional
lenders confers on the lender or beneficiary the right both to receive all
proceeds collected under any hazard insurance policy and all awards made in
connection with any condemnation proceedings, and to apply the proceeds and
awards to any indebtedness secured by the mortgage or deed of trust, in such
order as the lender or beneficiary may determine. Thus, in the event
improvements on the property are damaged or destroyed by fire or other casualty,
or in the event the property is taken by condemnation, the lender or beneficiary
under the senior mortgage or deed of trust will have the prior right to collect
any insurance proceeds payable under the hazard insurance policy and any award
of damages in connection with the condemnation and to apply the same to the
indebtedness secured by the senior mortgage or deed of trust. Proceeds in excess
of the amount of senior mortgage indebtedness will, in most cases, be applied to
the indebtedness of a junior mortgage or trust deed. The laws of some states may
limit the ability of lenders to apply the proceeds of hazard insurance and
partial condemnation awards to the secured indebtedness. In these states, the
borrower must be allowed to use the proceeds of hazard insurance to repair the
damage unless the security of the lender has been impaired. Similarly, in
certain states, the lender is entitled to the award for a partial condemnation
of the real property security only to the extent that its security is impaired.

     The form of mortgage or deed of trust used by many institutional lenders
typically contains a "future advance" clause, which provides in essence, that
additional amounts advanced to or on behalf


                                       85


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:

          o    a diminution in value of property securing any mortgage loan;

          o    limitation on the ability to foreclose against the property; or

          o    in certain circumstances, liability for clean-up costs or other
               remedial actions, which liability could exceed the value of the
               principal balance of the related mortgage loan or of the
               mortgaged property.

     Under federal law and the laws of certain states, contamination on a
property may give rise to a lien on the property for cleanup costs. In several
states, the lien has priority over existing liens (a "superlien") including
those of existing mortgages; in these states, the lien of a mortgage
contemplated by this transaction may lose its priority to a superlien.


                                       86


     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.


                                       87


     In a few states, transfer of some types of properties is conditioned upon
cleanup of contamination prior to transfer. In these cases, a lender that
becomes the owner of a property through foreclosure, deed in lieu of foreclosure
or otherwise, may be required to cleanup the contamination before selling or
otherwise transferring the property.

     Beyond statute based environmental liability, there exist common law causes
of action--for example, actions based on nuisance or on toxic tort resulting in
death, personal injury or damage to property--related to hazardous environmental
conditions on a property. While it may be more difficult to hold a lender liable
in these cases, unanticipated or uninsurable liabilities of the borrower may
jeopardize the borrower's ability to meet its loan obligations.

     If a lender is or becomes liable, it may bring an action for contribution
against the owner or operator who created the environmental hazard, but that
person or entity may be bankrupt or otherwise judgment proof. It is possible
that cleanup costs could become a liability of the trust fund and occasion a
loss to certificateholders in certain circumstances if such remedial costs were
incurred.

     Unless otherwise provided in the related prospectus supplement, the
Warrantying Party with respect to any Whole Loan included in a trust fund for a
particular series of certificates will represent that a "Phase I Assessment" as
described in and meeting the requirements of the then current version of Chapter
5 of the Federal National Mortgage Association Multifamily Guide has been
received and reviewed. In addition, unless otherwise provided in the related
prospectus supplement, the related Agreement will provide that the master
servicer, acting on behalf of the trustee, may not acquire title to a mortgaged
property or take over its operation unless the master servicer has previously
determined, based on a report prepared by a person who regularly conducts
environmental audits, that:

          o    the mortgaged property is in compliance with applicable
               environmental laws, and there are no circumstances present at the
               mortgaged property relating to the use, management or disposal of
               any hazardous substances, hazardous materials, wastes, or
               petroleum-based materials for which investigation, testing,
               monitoring, containment, clean-up or remediation could be
               required under any federal, state or local law or regulation; or

          o    If the mortgaged property is not so in compliance or such
               circumstances are so present, then it would be in the best
               economic interest of the trust fund to acquire title to the
               mortgaged property and further to take actions as would be
               necessary and appropriate to effect compliance or respond to such
               circumstances.

This requirement effectively precludes enforcement of the security for the
related mortgage note until a satisfactory environmental inquiry is undertaken
or any required remedial action is provided for, reducing the likelihood that a
given trust fund will become liable for an Environmental Hazard Condition
affecting a mortgaged property, but 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,


                                       88


          o    the environmental inquiry conducted by the master servicer or
               special servicer, as the case may be, prior to any foreclosure
               indicates the presence of a Disqualifying Condition that arose
               prior to the date of initial issuance of the certificates of a
               series and

          o    the master servicer or the special servicer certify that it has
               acted in compliance with the Servicing Standard and has not, by
               any action, created, caused or contributed to a Disqualifying
               Condition,

the Warrantying Party, at its option, will reimburse the trust fund, cure the
Disqualifying Condition or repurchase or substitute the affected Whole Loan, as
described under "Description of the Agreements--Representations and Warranties;
Repurchases." No such person will however, be responsible for any Disqualifying
Condition which may arise on a mortgaged property after the date of initial
issuance of the certificates of the related series, whether due to actions of
the Borrower, the master servicer, the special servicer or any other person. It
may not always be possible to determine whether a Disqualifying Condition arose
prior or subsequent to the date of the initial issuance of the certificates of a
series.

DUE-ON-SALE AND DUE-ON-ENCUMBRANCE

     Some of the mortgage loans may contain Due-on-Sale and Due-on-Encumbrance
clauses. These clauses generally provide that the lender may accelerate the
maturity of the loan if the borrower sells or otherwise transfers or encumbers
the related mortgaged property. Some of these clauses may provide that, upon an
attempted sale, transfer or encumbrance of the related mortgaged property by the
borrower of an otherwise non-recourse loan, the borrower becomes personally
liable for the mortgage debt. The enforceability of Due-on-Sale clauses has been
the subject of legislation or litigation in many states and, in some cases; the
enforceability of these clauses was limited or denied. However, with respect to
some of the loans, the Garn St Germain Depository Institutions Act of 1982
preempts state constitutional, statutory and case law that prohibits the
enforcement of Due-on-Sale clauses and permits lenders to enforce these clauses
in accordance with their terms subject to limited exceptions. Unless otherwise
provided in the related prospectus supplement, a master servicer, on behalf of
the trust fund, will determine whether to exercise any right the trustee may
have as lender to accelerate payment of any mortgage loan or to withhold its
consent to any transfer or further encumbrance in a manner consistent with the
Servicing Standard.

     In addition, under federal bankruptcy laws, Due-on-Sale clauses may not be
enforceable in bankruptcy proceedings and may, under certain circumstances, be
eliminated in any modified mortgage resulting from a bankruptcy proceeding.

SUBORDINATE FINANCING

     Where a borrower encumbers mortgaged property with one or more junior
liens, the senior lender is subjected to additional risks including:

          o    the borrower may have difficulty servicing and repaying multiple
               loans;

          o    if the junior loan permits recourse to the borrower--as junior
               loans often do--and the senior loan does not, a borrower may be
               more likely to repay sums due on the junior loan than those on
               the senior loan;

          o    acts of the senior lender that prejudice the junior lender or
               impair the junior lender's security may create a superior equity
               in favor of the junior lender. For example, if the borrower and
               the senior lender agree to an increase in the principal amount of
               or the interest rate payable on the senior loan, the senior
               lender may lose its priority to the extent any existing junior
               lender is harmed or the borrower is additionally burdened;

          o    if the borrower defaults on the senior loan or any junior loan or
               loans, the existence of junior loans and actions taken by junior
               lenders can impair the security available to the senior lender
               and can interfere with or delay the taking of action by the
               senior lender; and

          o    the bankruptcy of a junior lender may operate to stay foreclosure
               or similar proceedings by the senior lender.


                                       89


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:

          o    for the interest rate, discount points and charges as are
               permitted in that state, or

          o    that the terms of the loan shall be construed in accordance with
               the laws of another state under which the interest rate, discount
               points and charges would not be usurious, and the borrower's
               counsel has rendered an opinion that the choice of law provision
               would be given effect.


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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


                                       91


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,

          o    certificates held by a thrift institution taxed as a "domestic
               building and loan association" will constitute assets described
               in Code Section 7701(a)(19)(C);

          o    certificates held by a real estate investment trust will
               constitute "real estate assets" within the meaning of Code
               Section 856(c)(5)(B); and

          o    interest on certificates held by a real estate investment trust
               will be considered "interest on obligations secured by mortgages
               on real property" within the meaning of Code Section
               856(c)(3)(B).

     If less than 95% of the REMIC's assets are assets qualifying under any of
the foregoing Code sections, the certificates will be qualifying assets only to
the extent that the REMIC's assets are qualifying assets.

     Tiered REMIC Structures. For certain series of certificates, two or more
separate elections may be made to treat designated portions of the related trust
fund as REMICs for federal income tax purposes. Upon the issuance of any such
series of certificates, Cadwalader, Wickersham & Taft LLP or Latham & Watkins
LLP or such other counsel as may be specified in the related prospectus
supplement, counsel to Morgan Stanley Capital I Inc., will deliver its opinion
generally to the effect that, assuming compliance with all provisions of the
related Agreement, the Master REMIC as well as any Subsidiary REMIC will each
qualify as a REMIC, and the REMIC Certificates issued by the Master REMIC and
the Subsidiary REMIC or REMICs, respectively, will be considered REMIC Regular
Certificates or REMIC Residual Certificates in the related REMIC within the
meaning of the REMIC Provisions.

     Other than the residual interest in a Subsidiary REMIC, only REMIC
Certificates issued by the Master REMIC will be offered hereunder. The
Subsidiary REMIC or REMICs and the Master REMIC will be treated as one REMIC
solely for purposes of determining whether the REMIC Certificates will be:

          o    "real estate assets" within the meaning of Code Section
               856(c)(5)(B);

          o    "loans secured by an interest in real property" under Code
               Section 7701(a)(19)(C); and

          o    whether the income on the certificates is interest described in
               Code Section 856(c)(3)(B).


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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


                                       94


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


                                       95


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

          o    adding (1) the present value at the end of the accrual period --
               determined by using as a discount factor the original yield to
               maturity of the REMIC Regular Certificates as calculated under
               the Prepayment Assumption -- of all remaining payments to be
               received on the REMIC Regular Certificates under the Prepayment
               Assumption and (2) any payments included in the stated redemption
               price at maturity received during such accrual period, and

          o    subtracting from that total the adjusted issue price of the REMIC
               Regular Certificates at the beginning of such accrual period.

     The adjusted issue price of a REMIC Regular Certificate at the beginning of
the first accrual period is its issue price; the adjusted issue price of a REMIC
Regular Certificate at the beginning of a subsequent accrual period is the
adjusted issue price at the beginning of the immediately preceding accrual
period plus the amount of OID allocable to that accrual period and reduced by
the amount of any payment other than a payment of qualified stated interest made
at the end of or during that accrual period. The OID accrued during an accrual
period will then be divided by the number of days in the period to determine the
daily portion of OID for each day in the accrual period. The calculation of OID
under the method described above will cause the accrual of OID to either
increase or decrease -- but never below zero -- in a given accrual period to
reflect the fact that prepayments are occurring faster or slower than under the
Prepayment Assumption. With respect to an initial accrual period shorter than a
full accrual period, the "daily portions" of OID may be determined according to
an appropriate allocation under any reasonable method.

     A subsequent purchaser of a REMIC Regular Certificate issued with OID who
purchases the REMIC Regular Certificate at a cost less than the remaining stated
redemption price at maturity will also be required to include in gross income
the sum of the daily portions of OID on that REMIC Regular Certificate. In
computing the daily portions of OID for such a purchaser, as well as an initial
purchaser that purchases at a price higher than the adjusted issue price but
less than the stated redemption price at maturity, however, the daily portion is
reduced by the amount that would be the daily portion for such day, computed in
accordance with the rules set forth above, multiplied by a fraction, the
numerator of which is the amount, if any, by which the price paid by such holder
for that REMIC Regular Certificate exceeds the following amount:

     (1)  the sum of the issue price plus the aggregate amount of OID that would
          have been includible in the gross income of an original REMIC Regular
          Certificateholder, who purchased the REMIC Regular Certificate at its
          issue price, less

     (2)  any prior payments included in the stated redemption price at
          maturity, and the denominator of which is the sum of the daily
          portions for that REMIC Regular Certificate for all days beginning on
          the date after the purchase date and ending on the maturity date
          computed under the Prepayment Assumption.


                                       96


     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:

          o    the interest is unconditionally payable at least annually;

          o    the issue price of the debt instrument does not exceed the total
               noncontingent principal payments; and

          o    interest is based on a "qualified floating rate," an "objective
               rate," a combination of a single fixed rate and one or more
               "qualified floating rates," one "qualified inverse floating
               rate," or a combination of "qualified floating rates" that do not
               operate in a manner that significantly accelerates or defers
               interest payments on the REMIC Regular Certificates.

     The amount of OID with respect to a REMIC Regular Certificate bearing a
variable rate of interest will accrue in the manner described above under
"--Original Issue Discount and Premium" by assuming generally that the Index
used for the variable rate will remain fixed throughout the term of the
certificate at the rate applicable on the date they are issued. Appropriate
adjustments are made for the actual variable rate.

     Although unclear at present, Morgan Stanley Capital I Inc. intends to treat
interest on a REMIC Regular Certificate that is a weighted average of the net
interest rates on mortgage loans as qualified stated interest. In such case, the
weighted average rate used to compute the initial pass-through rate on the REMIC
Regular Certificates will be deemed to be the Index in effect through the life
of the REMIC Regular Certificates. It is possible, however, that the IRS may
treat some or all of the interest on REMIC Regular Certificates with a weighted
average rate as taxable under the rules relating to obligations providing for
contingent payments. No guidance is currently available as to how OID would be
determined for debt instruments subject to Code Section 1272(a)(6) that provide
for contingent interest. The treatment of REMIC Regular Certificates as
contingent payment debt instruments may affect the timing of income accruals on
the REMIC Regular Certificates.

     Election to Treat All Interest as OID. The OID Regulations permit a
certificateholder to elect to accrue all interest, discount (including de
minimis market discount or original issue discount) and premium in income as
interest, based on a constant yield method. If such an election were to be made
with respect to a REMIC Regular Certificate with market discount, the
certificateholder would be deemed to have made an election to include in income
currently market discount with respect to all other debt instruments having
market discount that such certificateholder acquires during the year of the
election or thereafter. Similarly, a certificateholder that makes this election
for a certificate that is acquired at a premium will be deemed to have made an
election to amortize bond premium with respect to all debt instruments having
amortizable bond premium that such certificateholder owns or acquires. See
"--Premium" below. The election to accrue interest, discount and premium on a
constant yield method with respect to a certificate is irrevocable without the
consent of the IRS.

     Market Discount. A purchaser of a REMIC Regular Certificate may also be
subject to the market discount provisions of Code Sections 1276 through 1278.
Under these provisions and the OID


                                       97


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


                                       98


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


                                       99


reduced maximum tax rates while capital gains recognized by individual on
capital assets held less than twelve-months are generally subject to ordinary
income tax rates. The use of capital losses is limited.

     Gain from the sale or other disposition of a REMIC Regular Certificate that
might otherwise be capital gain will be treated as ordinary income to the extent
that the gain does not exceed the excess, if any, of

          o    the amount that would have been includible in the holder's income
               with respect to the REMIC Regular Certificate had income accrued
               thereon at a rate equal to 110% of the AFR as defined in Code
               Section 1274(d) determined as of the date of purchase of such
               REMIC Regular Certificate, over

          o    the amount actually includible in such holder's income.

     Gain from the sale or other disposition of a REMIC Regular Certificate that
might otherwise be capital gain will be treated as ordinary income if the REMIC
Regular Certificate is held as part of a "conversion transaction" as defined in
Code Section 1258(c), up to the amount of interest that would have accrued on
the REMIC Regular Certificateholder's net investment in the conversion
transaction at 120% of the appropriate applicable federal rate under Code
Section 1274(d) in effect at the time the taxpayer entered into the transaction
minus any amount previously treated as ordinary income with respect to any prior
disposition of property that was held as part of such transaction, or if the
REMIC Regular Certificate is held as part of a straddle. A sale of a REMIC
Regular Certificate will be part of a "conversion transaction" if substantially
all of the holder's expected return is attributable to the time value of the
holder's net investment; the holder entered the contract to sell the REMIC
Regular Certificate 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


                                      100


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:

          o    is not a "10-percent shareholder" within the meaning of Code
               Section 871(h)(3)(B) or, or a controlled foreign corporation
               described in Code Section 881(c)(3)(C) related to, the REMIC (or
               possibly one or more mortgagors); and

          o    provides the trustee, or the person who would otherwise be
               required to withhold tax from such distributions under Code
               Section 1441 or 1442, with an appropriate statement, signed under
               penalties of perjury, identifying the beneficial owner and
               stating, among other things, that the beneficial owner of the
               REMIC Regular Certificate is a Non-U.S. Person.

     The appropriate documentation includes Form W-8BEN, if the Non-U.S. Person
is a corporation or individual eligible for the benefits of the portfolio
interest exemption or an exemption based on a treaty; Form W-8ECI if the
Non-U.S. Person is eligible for an exemption on the basis of its income


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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."


                                      102


In addition, upon the sale of a REMIC Regular Certificate to, or through, a
broker, the broker must withhold at the above rate on the entire purchase price,
unless either:

          o    the broker determines that the seller is a corporation or other
               exempt recipient, or

          o    the seller provides, in the required manner, identifying
               information and, in the case of a non-U.S. Person, certifies that
               such seller is a Non-U.S. Person, and other conditions are met.

     A sale of a REMIC Regular Certificate to, or through, a broker must also be
reported by the broker to the IRS, unless either:

          o    the broker determines that the seller is an exempt recipient, or

          o    the seller certifies its non-U.S. Person status and other
               conditions are met.

     Certification of the registered owner's non-U.S. Person status normally
would be made on IRS Form W-8BEN under penalties of perjury, although in certain
cases it may be possible to submit other documentary evidence. Any amounts
deducted and withheld from a distribution to a recipient would be allowed as a
credit against such recipient's federal income tax liability.

b. TAXATION OF OWNERS OF REMIC RESIDUAL CERTIFICATES

     Allocation of the Income of the REMIC to the REMIC Residual Certificates.
The REMIC will not be subject to federal income tax except with respect to
income from prohibited transactions and certain other transactions. See
"--Prohibited Transactions and Other Taxes" below. Instead, each original holder
of a REMIC Residual Certificate will report on its federal income tax return, as
ordinary income, its share of the taxable income of the REMIC for each day
during the taxable year on which the holder owns any REMIC Residual
Certificates. The taxable income of the REMIC for each day will be determined by
allocating the taxable income of the REMIC for each calendar quarter ratably to
each day in the quarter. Such a holder's share of the taxable income of the
REMIC for each day will be based on the portion of the outstanding REMIC
Residual Certificates that the holder owns on that day. The taxable income of
the REMIC will be determined under an accrual method and will be taxable to the
holders of REMIC Residual Certificates without regard to the timing or amounts
of cash distributions by the REMIC. Ordinary income derived from REMIC Residual
Certificates will be "portfolio income" for purposes of the taxation of
taxpayers subject to the limitations on the deductibility of "passive losses."
As residual interests, the REMIC Residual Certificates will be subject to tax
rules, described below, that differ from those that would apply if the 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


                                      103


than the adjusted basis the REMIC Residual Certificate would have in the hands
of an original REMIC Residual Certificateholder. See "--Sale or Exchange of
REMIC Residual Certificates" below. It is not clear, however, whether the
adjustments will in fact be permitted or required and, if so, how they would be
made. The REMIC Regulations do not provide for any such adjustments.

     Taxable Income of the REMIC Attributable to Residual Interests. The taxable
income of the REMIC will reflect a netting of

          o    the income from the mortgage loans or MBS and the REMIC's other
               assets and

          o    the deductions allowed to the REMIC for interest and OID on the
               REMIC Regular Certificates and, except as described above under
               "--Taxation of Owners of REMIC Regular Certificates--Non-interest
               Expenses of the REMIC," other expenses.

     REMIC taxable income is generally determined in the same manner as the
taxable income of an individual using the accrual method of accounting, except
that:

          o    the limitations on deductibility of investment interest expense
               and expenses for the production of income do not apply;

          o    all bad loans will be deductible as business bad debts; and

          o    the limitation on the deductibility of interest and expenses
               related to tax exempt income will apply.

     The REMIC's gross income includes interest, original issue discount income,
and market discount income, if any, on the mortgage loans, reduced by
amortization of any premium on the mortgage loans, plus income on reinvestment
of cash flows and reserve assets, plus any cancellation of indebtedness income
upon allocation of realized losses to the REMIC Regular Certificates. Note that
the timing of cancellation of indebtedness income recognized by REMIC Residual
Certificateholders resulting from defaults and delinquencies on mortgage loans
or MBS may differ from the time of the actual loss on the assets. The REMIC's
deductions include interest and original issue discount expense on the REMIC
Regular Certificates, servicing fees on the mortgage loans, other administrative
expenses of the REMIC and realized losses on the mortgage loans. The requirement
that REMIC Residual Certificateholders report their pro rata share of taxable
income or net loss of the REMIC will continue until there are no certificates of
any class of the related series outstanding.

     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.


                                      104


     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:

          o    would qualify, under existing Treasury regulations, as a grantor
               trust if it were not a REMIC, treating all interests as ownership
               interests, even if they would be classified as debt for federal
               income tax purposes, or

          o    is similar to such a trust and is structured with the principal
               purpose of avoiding the single class REMIC rules.

     Unless otherwise stated in the applicable prospectus supplement, the
expenses of the REMIC will be allocated to holders of the related REMIC Residual
Certificates in their entirety and not to holders of the related REMIC Regular
Certificates.


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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

          o    3% of the excess of the individual's adjusted gross income over
               the applicable amount or

          o    80% of the amount of itemized deductions otherwise allowable for
               the taxable year.

     Under current law, the applicable limitation is reduced by one third for
taxable years beginning in 2006 and 2007, and by two thirds in taxable years
beginning in 2008 and 2009. For taxable years beginning after December 31, 2009
the overall limitation on itemized deductions is repealed.

     The amount of additional taxable income recognized by REMIC Residual
Certificateholders who are subject to the limitations of either Code Section 67
or Code Section 68 may be substantial. Further, holders subject to the
alternative minimum tax other than corporations may not deduct miscellaneous
itemized deductions in determining such holders' alternative minimum taxable
income. The REMIC is required to report to each pass-through interest holder and
to the IRS such holder's allocable share, if any, of the REMIC's non-interest
expenses. The term "pass-through interest holder" generally refers to
individuals, entities taxed as individuals and certain pass-through entities,
but does not include real estate investment trusts. Accordingly, investment in
REMIC Residual Certificates will in general not be suitable for individuals or
for certain pass-through entities, such as partnerships and S corporations, that
have individuals as partners or shareholders.

     Excess Inclusions. A portion of the income on a REMIC Residual Certificate,
referred to in the Code as an "excess inclusion," for any calendar quarter will
be subject to federal income tax in all events. Thus, for example, an excess
inclusion:

          o    may not, except as described below, be offset by any unrelated
               losses, deductions or loss carryovers of a REMIC Residual
               Certificateholder;

          o    will be treated as "unrelated business taxable income" within the
               meaning of Code Section 512 if the REMIC Residual
               Certificateholder is a pension fund or any other organization
               that is subject to tax only on its unrelated business taxable
               income, as discussed under "--Tax Exempt Investors" below; and

          o    is not eligible for any reduction in the rate of withholding tax
               in the case of a REMIC Residual Certificateholder that is a
               foreign investor, as discussed under "--Residual Certificate
               Payments--Non-U.S. Persons" below.

     Except as discussed in the following paragraph, with respect to any REMIC
Residual Certificateholder, the excess inclusions for any calendar quarter is
the excess, if any, of (1) the income of such REMIC Residual Certificateholder
for that calendar quarter from its REMIC Residual Certificate over (2) the sum
of the "daily accruals" for all days during the calendar quarter on which the
REMIC Residual Certificateholder holds a REMIC Residual Certificate. For this
purpose, the daily accruals with respect to a REMIC Residual Certificate are
determined by allocating to each day in the calendar quarter its ratable portion
of the product of the "adjusted issue price" of the REMIC Residual Certificate
at the beginning of the calendar quarter and 120 percent of the "Federal long
term rate" in effect at the time the REMIC Residual Certificate is issued. For
this purpose, the "adjusted issue price" of a REMIC Residual Certificate at the
beginning of any calendar quarter equals the issue price of the REMIC Residual
Certificate, increased by the amount of daily accruals for all prior quarters,
and decreased--but not below zero--by the aggregate amount of payments made on
the REMIC Residual Certificate before the beginning of the quarter. The "federal
long term rate" is an average of current yields on Treasury securities with a
remaining term of greater than nine years, computed and published monthly by the
IRS.


                                      106


     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:

          o    the disposition of a mortgage loan or MBS,

          o    the receipt of income from a source other than a mortgage loan or
               MBS or certain other permitted investments,

          o    the receipt of compensation for services, or

          o    gain from the disposition of an asset purchased with the payments
               on the mortgage loans or MBS for temporary investment pending
               distribution on the certificates.

     It is not anticipated that the trust fund for any series of certificates
will engage in any prohibited transactions in which it would recognize a
material amount of net income.

     In addition, certain contributions to a trust fund as to which an election
has been made to treat the trust fund as a REMIC made after the day on which the
trust fund issues all of its interests could result in the imposition of the
Contributions Tax. No trust fund for any series of certificates will accept
contributions that would subject it to such tax.

     In addition, a trust fund as to which an election has been made to treat
the trust fund as a REMIC may also be subject to federal income tax at the
highest corporate rate on "net income from foreclosure property," determined by
reference to the rules applicable to real estate investment trusts. "Net income
from foreclosure property" generally means income from foreclosure property
other than qualifying income for a real estate investment trust.

     Where any Prohibited Transactions Tax, Contributions Tax, tax on net income
from foreclosure property or state or local income or franchise tax that may be
imposed on a REMIC relating to any series of certificates arises out of or
results from

          o    a breach of the related servicer's, trustee's or depositor's
               obligations, as the case may be, under the related Agreement for
               such series, such tax will be borne by such servicer, trustee or
               depositor, as the case may be, out of its own funds or

          o    Morgan Stanley Capital I Inc.'s obligation to repurchase a
               mortgage loan,

     such tax will be borne by Morgan Stanley Capital I Inc.

     In the event that the servicer, trustee or depositor, as the case may be,
fails to pay or is not required to pay any Prohibited Transactions Tax,
Contributions Tax, tax on net income from foreclosure property or state or local
income or franchise tax, the tax will be payable out of the trust fund for the
series and will result in a reduction in amounts available to be distributed to
the certificateholders of the series.


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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


                                      109


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:

          o    a regulated investment company, real estate investment trust or
               common trust fund;

          o    a partnership, trust or estate; and

          o    certain cooperatives.


                                      110


     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:

          o    an affidavit from the proposed transferee to the effect that it
               is not a disqualified organization and is not acquiring the REMIC
               Residual Certificate as a nominee or agent for a disqualified
               organization, and

          o    a covenant by the proposed transferee to the effect that the
               proposed transferee agrees to be bound by and to abide by the
               transfer restrictions applicable to the REMIC Residual
               Certificate.

     Noneconomic REMIC Residual Certificates. The REMIC Regulations disregard,
for federal income tax purposes, any transfer of a Noneconomic REMIC Residual
Certificate to a U.S. Person unless no significant purpose of the transfer is to
enable the transferor to impede the assessment or collection of tax. A
Noneconomic REMIC Residual Certificate is any REMIC Residual Certificate,
including a REMIC Residual Certificate with a positive value at issuance,
unless, at the time of transfer, taking into account the Prepayment Assumption
and any required or permitted clean-up calls or required liquidation provided
for in the REMIC's organizational documents,

          o    the present value of the expected future distributions on the
               REMIC Residual Certificate at least equals the product of the
               present value of the anticipated excess inclusions and the
               highest corporate income tax rate in effect for the year in which
               the transfer occurs and

          o    the transferor reasonably expects that the transferee will
               receive distributions from the REMIC at or after the time at
               which taxes accrue on the anticipated excess inclusions in an
               amount sufficient to satisfy the accrued taxes.

     A significant purpose to impede the assessment or collection of tax exists
if the transferor, at the time of the transfer, either knew or should have known
that the transferee would be unwilling or unable to pay taxes due on its share
of the taxable income of the REMIC. A transferor is presumed not to have such
knowledge if:

          (1)  the transferor conducted, at the time of the transfer, a
               reasonable investigation of the financial condition of the
               transferee and, as a result of the investigation, the transferor
               determined that the transferee had historically paid its debts as
               they came due and found no significant evidence that the
               transferee would not continue to pay its debts as they come due
               in the future;

          (2)  the transferee represents to the transferor that (i) it
               understands that, as the holder of the Noneconomic REMIC Residual
               Certificate, the transferee may incur tax liabilities in excess
               of cash flows generated by the interest, (ii) that the transferee
               intends to pay taxes associated with holding the residual
               interest as they came due and (iii) that the transferee will not
               cause income with respect to the REMIC Residual Certificate to be
               attributable to a foreign permanent establishment or fixed base,
               within the meaning of an applicable income tax treaty, of such
               transferee or any other person; and


                                      111


          (3)  the transfer is not a direct or indirect transfer to a foreign
               permanent establishment or fixed base (within the meaning of an
               applicable income tax treaty) and either:

               (i)  the present value of the anticipated tax liabilities
                    associated with holding the Noneconomic REMIC Residual
                    Certificate does not exceed the sum of:

                    o    the present value of any consideration given to the
                         transferee to acquire the Noneconomic REMIC Residual
                         Certificate,

                    o    the present value of the expected future distributions
                         on the Noneconomic REMIC Residual Certificate and

                    o    the present value of the anticipated tax savings
                         associated with holding the Noneconomic REMIC Residual
                         Certificate as the REMIC generates losses. For purposes
                         of the computations under this "minimum transfer price"
                         alternative, the transferee is assumed to pay tax at
                         the highest rate of tax specified in section 11(b)(1)
                         of the Internal Revenue Code (currently 35%) or, in
                         certain circumstances, the alternative minimum tax
                         rate. Further, present values generally are computed
                         using a discount rate equal to the short-term Federal
                         rate set forth in Section 1274(d) of the Internal
                         Revenue Code for the month of such transfer and the
                         compounding period used by the transferee; or

               (ii) (a) at the time of the transfer, and at the close of each of
                    the transferee's two fiscal years preceding the year of
                    transfer, the transferee's gross assets for financial
                    reporting purposes exceed $100 million and its net assets
                    for financial reporting purposes exceed $10 million, (b) the
                    transferee is an eligible corporation (as defined in
                    Treasury regulation Section 1.860E-1(c)(6)(i)) that makes a
                    written agreement that any subsequent transfer of the
                    interest will be to another eligible corporation in a
                    transaction which will also satisfy clauses (1) and (2)
                    above and this clause (3)(ii) and (c) the facts and
                    circumstances known to the transferor on or before the date
                    of the transfer must not reasonably indicate that the taxes
                    associated with the residual interest will not be paid. For
                    purposes of clause (3)(ii)(c), if the amount of
                    consideration paid in respect of the residual interest is so
                    low that under any set of reasonable assumptions a
                    reasonable person would conclude that the taxes associated
                    with holding the residual interest will not be paid, then
                    the transferor is deemed to know that the transferee cannot
                    or will not pay the taxes associated with the residual
                    interest.

     If a transfer of a Noneconomic REMIC Residual Certificate is disregarded,
the transferor would continue to be treated as the owner of the REMIC Residual
Certificate and would continue to be subject to tax on its allocable portion of
the net income of the REMIC.

     Foreign Investors. The REMIC Regulations provide that the transfer of a
REMIC Residual Certificate that has a "tax avoidance potential" to a "foreign
person" will be disregarded for federal income tax purposes. This rule appears
to apply to a transferee who is not a U.S. Person unless the transferee's income
in respect of the REMIC Residual Certificate is effectively connected with the
conduct of a United Sates trade or business. A REMIC Residual Certificate is
deemed to have a tax avoidance potential unless, at the time of transfer, the
transferor reasonably expects that the REMIC will distribute to the transferee
amounts that will equal at least 30 percent of each excess inclusion, and that
such amounts will be distributed at or after the time the excess inclusion
accrues and not later than the end of the calendar year following the year of
accrual. If the non-U.S. Person transfers the REMIC Residual Certificate to a
U.S. Person, the transfer will be disregarded, and the foreign transferor will
continue to be treated as the owner, if the transfer has the effect of allowing
the transferor to avoid tax on accrued excess inclusions.

     Unless otherwise stated in the prospectus supplement relating to a series
of certificates, a REMIC Residual Certificate may not be purchased by or
transferred to any person that is not a U.S. Person or to a partnership
(including any entity treated as a partnership for U.S. federal income tax
purposes) any interest in which is owned (or, may be owned pursuant to the
applicable partnership agreement) directly or indirectly (other than through a
U.S. corporation) by any person that is not a U.S. Person.


                                      112


     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

          o    3% of the excess of adjusted gross income over the applicable
               amount and

          o    80% of the amount of itemized deductions otherwise allowable for
               such taxable year.

     Under current law, the applicable limitation is reduced by one third for
taxable years beginning in 2006 and 2007, and by two thirds in taxable years
beginning in 2008 and 2009. For taxable years beginning after December 31, 2009
the overall limitation on itemized deductions is repealed.

     In general, a grantor trust certificateholder using the CASH METHOD OF
ACCOUNTING must take into account its pro rata share of income as and deductions
as and when collected by or paid to the master


                                      113


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:

          o    A grantor trust certificate owned by a "domestic building and
               loan association" within the meaning of Code Section 7701(a)(19)
               representing principal and interest payments on mortgage loans or
               MBS will be considered to represent "loans . . . Secured by an
               interest in real property which is . . . residential property"
               within the meaning of Code Section 7701(a)(19)(C)(v), to the
               extent that the mortgage loans or MBS represented by that grantor
               trust certificate are of a type described in that Code section;

          o    a grantor trust certificate owned by a real estate investment
               trust representing an interest in mortgage loans or MBS will be
               considered to represent "real estate assets" within the meaning
               of Code Section 856(c)(5)(B), and interest income on the mortgage
               loans or MBS will be considered "interest on obligations secured
               by mortgages on real property" within the meaning of Code Section
               856(c)(3)(B), to the extent that the mortgage loans or MBS
               represented by that grantor trust certificate are of a type
               described in that Code section; and

          o    A grantor trust certificate owned by a REMIC will represent
               "obligation[s]... which [are] principally secured by an interest
               in real property" within the meaning of Code Section 860G(a)(3).

     Stripped Bonds and Coupons. Certain trust funds may consist of government
securities that constitute "stripped bonds" or "stripped coupons" as those terms
are defined in section 1286 of the Code, and, as a result, these assets would be
subject to the stripped bond provisions of the Code. Under these rules, these
government securities are treated as having original issue discount based on the
purchase price and the stated redemption price at maturity of each Security. As
such, grantor trust certificateholders would be required to include in income
their pro rata share of the original issue discount on each Government Security
recognized in any given year on an economic accrual basis even if the grantor
trust certificateholder is a cash method taxpayer. Accordingly, the sum of the
income includible to the grantor trust certificateholder in any taxable year may
exceed amounts actually received during such year.

     Premium. The price paid for a grantor trust certificate by a holder will be
allocated to the holder's undivided interest in each mortgage loan or MBS based
on each asset's relative fair market value, so that the holder's undivided
interest in each asset will have its own tax basis. A grantor trust
certificateholder that acquires an interest in mortgage loans or MBS at a
premium may elect to amortize the premium under a constant interest method,
provided that the underlying mortgage loans with respect to the mortgage loans
or MBS were originated after September 27, 1985. Premium allocable to mortgage
loans originated on or before September 27, 1985 should be allocated among the
principal payments on such mortgage loans and allowed as an ordinary deduction
as principal payments are made. Amortizable bond premium will be treated as an
offset to interest income on


                                      114


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


                                      115


tax treatment of subsequent principal payments or dispositions of the market
discount bond is to be reduced by the amount so treated as ordinary income.

     The Code also grants the Treasury Department authority to issue regulations
providing for the computation of accrued market discount on debt instruments,
the principal of which is payable in more than one installment. While the
Treasury Department has not yet issued regulations, rules described in the
relevant legislative history will apply. Under those rules, the holder of a
market discount bond may elect to accrue market discount either on the basis of
a constant interest rate or according to one of the following methods. If a
grantor trust certificate is issued with OID, the amount of market discount that
accrues during any accrual period would be equal to the product of

          o    the total remaining market discount and

          o    A fraction, the numerator of which is the OID accruing during the
               period and the denominator of which is the total remaining OID at
               the beginning of the accrual period.

For grantor trust certificates issued without OID, the amount of market discount
that accrues during a period is equal to the product of

          o    the total remaining market discount and

          o    A fraction, the numerator of which is the amount of stated
               interest paid during the accrual period and the denominator of
               which is the total amount of stated interest remaining to be paid
               at the beginning of the accrual period.

For purposes of calculating market discount under any of the above methods in
the case of instruments, such as the grantor trust certificates, that provide
for payments that may be accelerated by reason of prepayments of other
obligations securing such instruments, the same prepayment assumption applicable
to calculating the accrual of OID will apply. Because the regulations described
above have not been issued, it is impossible to predict what effect those
regulations might have on the tax treatment of a grantor trust certificate
purchased at a discount or premium in the secondary market.

     A holder who acquired a grantor trust certificate at a market discount also
may be required to defer a portion of its interest deductions for the taxable
year attributable to any indebtedness incurred or continued to purchase or carry
the grantor trust certificate purchased with market discount. For these
purposes, the de minimis rule referred to above applies. Any such deferred
interest expense would not exceed the market discount that accrues during such
taxable year and is, in general, allowed as a deduction not later than the year
in which the market discount is includible in income. If such holder elects to
include market discount in income currently as it accrues on all market discount
instruments acquired by such holder in that taxable year or thereafter, the
interest deferral rule described above will not apply.

     Election to Treat All Interest as OID. The OID Regulations permit a
certificateholder to elect to accrue all interest, discount (including de
minimis market or original issue discount) and premium in income as interest,
based on a constant yield method for certificates acquired on or after April 4,
1994. If this election were to be made with respect to a grantor trust
certificate with market discount, the certificateholder would be deemed to have
made an election to include in income currently market discount with respect to
all other debt instruments having market discount that such certificateholder
acquires during the year of the election or thereafter. Similarly, a
certificateholder that makes this election for a certificate that is acquired at
a premium will be deemed to have made an election to amortize bond premium with
respect to all debt instruments having amortizable bond premium that such
certificateholder owns or acquires. See "--Premium" in this prospectus. The
election to accrue interest, discount and premium on a constant yield method
with respect to a certificate is irrevocable without consent of the IRS.

     Anti Abuse Rule. The IRS can apply or depart from the rules contained in
the OID Regulations as necessary or appropriate to achieve a reasonable result
where a principal purpose in structuring a mortgage loan, MBS, or grantor trust
certificate or applying the otherwise applicable rules is to achieve a result
that is unreasonable in light of the purposes of the applicable statutes, which
generally are intended to achieve the clear reflection of income for both
issuers and holders of debt instruments.


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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:

          o    the amount of OID with respect to the mortgage loans or MBS is
               treated as zero under the OID de minimis rule when the
               certificate was stripped or

          o    No more than 100 basis points, including any Excess Servicing,
               are stripped off of the trust fund's mortgage loans or MBS.

Pursuant to Revenue Procedure 91-49, issued on August 8, 1991, purchasers of
Stripped Bond Certificates using an inconsistent method of accounting must
change their method of accounting and request the consent of the IRS to the
change in their accounting method on a statement attached to their first timely
tax return filed after August 8, 1991.

     The precise tax treatment of Stripped Coupon Certificates is substantially
uncertain. The Code could be read literally to require that OID computations be
made for each payment from each mortgage loan or MBS. Unless otherwise specified
in the related prospectus supplement, all payments from a mortgage loan or MBS
underlying a Stripped Coupon Certificate will be treated as a single installment
obligation subject to the OID rules of the Code, in which case, all payments
from the mortgage loan or MBS would be included in the stated redemption price
at maturity for the mortgage loan or MBS for purposes of calculating income on
the certificate under the OID rules of the Code.

     It is unclear under what circumstances, if any, the prepayment of mortgage
loans or MBS will give rise to a loss to the holder of a Stripped Bond
Certificate purchased at a premium or a Stripped Coupon Certificate. If the
certificate is treated as a single instrument rather than an interest in
discrete mortgage loans and the effect of prepayments is taken into account in
computing yield with respect to the grantor trust certificate, it appears that
no loss will be available as a result of any particular prepayment unless
prepayments occur at a rate sufficiently faster than the assumed prepayment rate
so that the certificateholder will not recover its investment. However, if the
certificate is treated as an interest in discrete mortgage loans or MBS, or if
no prepayment assumption is used, then when a mortgage loan or MBS is prepaid,
the holder of the certificate should be able to recognize a loss equal to the
portion of the adjusted issue price of the certificate that is allocable to the
mortgage loan or MBS.


                                      117


     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.


                                      118


     Under the Code, the mortgage loans or MBS underlying the grantor trust
certificate will be treated as having been issued on the date they were
originated with an amount of OID equal to the excess of such mortgage asset's
stated redemption price at maturity over its issue price. The issue price of a
mortgage loan or MBS is generally the amount lent to the borrower, which may be
adjusted to take into account certain loan origination fees. The stated
redemption price at maturity of a mortgage loan or MBS is the sum of all
payments to be made on these assets other than payments that are treated as
qualified stated interest payments. The accrual of this OID, as described below
under "--Accrual of Original Issue Discount," will, to the extent set forth in
the related prospectus supplement, utilize the Prepayment Assumption on the
issue date of such grantor trust certificate, and will take into account events
that occur during the calculation period. The Prepayment Assumption will be
determined in the manner prescribed by regulations that have not yet been
issued. In the absence of such regulations, the Prepayment Assumption used will
be the prepayment assumption that is used in determining the offering price of
such certificate. No representation is made that any certificate will prepay at
the Prepayment Assumption or at any other rate.

     Accrual of Original Issue Discount. Generally, the owner of a grantor trust
certificate must include in gross income the sum of the "daily portions," as
defined below in this section, of the OID on the grantor trust certificate for
each day on which it owns the certificate, including the date of purchase but
excluding the date of disposition. In the case of an original owner, the daily
portions of OID with respect to each component generally will be determined as
set forth under the OID Regulations. A calculation will be made by the master
servicer or other entity specified in the related prospectus supplement of the
portion of OID that accrues during each successive monthly accrual period, or
shorter period from the date of original issue, that ends on the day in the
calendar year corresponding to each of the Distribution Dates on the grantor
trust certificates, or the day prior to each such date. This will be done, in
the case of each full month accrual period, by

          o    adding (1) the present value at the end of the accrual
               period--determined by using as a discount factor the original
               yield to maturity of the respective component under the
               Prepayment Assumption--of all remaining payments to be received
               under the Prepayment Assumption on the respective component and
               (2) any payments included in the stated redemption price at
               maturity received during such accrual period, and

          o    subtracting from that total the "adjusted issue price" of the
               respective component at the beginning of such accrual period.

The adjusted issue price of a grantor trust certificate at the beginning of the
first accrual period is its issue price; the adjusted issue price of a grantor
trust certificate at the beginning of a subsequent accrual period is the
adjusted issue price at the beginning of the immediately preceding accrual
period plus the amount of OID allocable to that accrual period reduced by the
amount of any payment other than a payment of qualified stated interest made at
the end of or during that accrual period. The OID accruing during such accrual
period will then be divided by the number of days in the period to determine the
daily portion of OID for each day in the period. With respect to an initial
accrual period shorter than a full monthly accrual period, the daily portions of
OID must be determined according to an appropriate allocation under any
reasonable method.

     Original issue discount generally must be reported as ordinary gross income
as it accrues under a constant interest method that takes into account the
compounding of interest as it accrues rather than when received. However, the
amount of original issue discount includible in the income of a holder of an
obligation is reduced when the obligation is acquired after its initial issuance
at a price greater than the sum of the original issue price and the previously
accrued original issue discount, less prior payments of principal. Accordingly,
if the mortgage loans or MBS acquired by a certificateholder are purchased at a
price equal to the then unpaid principal amount of the asset, no original issue
discount attributable to the difference between the issue price and the original
principal amount of the asset--i.e., points--will be includible by the holder.
Other original issue discount on the mortgage loans or MBS--e.g., that arising
from a "teaser" rate--would still need to be accrued.


                                      119


          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:

     o    the holder entered the contract to sell the grantor trust certificate
          substantially contemporaneously with acquiring the grantor trust
          certificate;

     o    the grantor trust certificate is part of a straddle;

     o    the grantor trust certificate is marketed or sold as producing capital
          gain; or

     o    other transactions to be specified in Treasury regulations that have
          not yet been issued.

If the sale or other disposition of a grantor trust certificate is part of a
conversion transaction, all or any portion of the gain realized upon the sale or
other disposition would be treated as ordinary income instead of capital gain.

     Grantor trust certificates will be "evidences of indebtedness" within the
meaning of Code Section 582(c)(1), so that gain or loss recognized from the sale
of a grantor trust certificate by a bank or a thrift institution to which such
section applies will be treated as ordinary income or loss.


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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

          o    the broker determines that the seller is a corporation or other
               exempt recipient, or

          o    the seller provides, in the required manner, certain identifying
               information and, in the case of a non-U.S. Person, certifies that
               the seller is a Non-U.S. Person, and other conditions are met.

     Such a sale must also be reported by the broker to the IRS, unless either

          o    the broker determines that the seller is an exempt recipient or

          o    the seller certifies its non-U.S. Person status and other
               conditions are met.

Certification of the registered owner's non-U.S. Person status normally would be
made on IRS Form W-8BEN under penalties of perjury, although in some cases it
may be possible to submit other documentary evidence. Any amounts deducted and
withheld from a distribution to a recipient would be allowed as a credit against
the recipient's federal income tax liability.


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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.


                                      122


     The regulations contain a de minimis safe-harbor rule that exempts the
assets of an entity from plan assets status as long as the aggregate equity
investment in such entity by plans is not significant. For this purpose, equity
participation in the entity will be significant if immediately after any
acquisition of any equity interest in the entity, "benefit plan investors" in
the aggregate, own 25% or more of the value of any class of equity interest,
excluding from the calculation, the value of equity interests held by persons
who have discretionary authority or control with respect to the assets of the
entity or held by affiliates of such persons. "Benefit plan investors" are
defined as ERISA Plans as well as employee benefit plans not subject to Title I
of ERISA, e.g., governmental plans and foreign plans and entities whose
underlying assets include plan assets by reason of plan investment in such
entities. To fit within the safe-harbor benefit plan, investors must own less
than 25% of each class of equity interests, regardless of the portion of total
equity value represented by such class, on an ongoing basis.

     AVAILABILITY OF UNDERWRITER'S EXEMPTION FOR CERTIFICATES

     DOL has granted to Morgan Stanley & Co. Incorporated Prohibited Transaction
Exemption ("PTE") 90 24, Exemption Application No. D 8019, 55 Fed. Reg. 20548
(1990), as amended by PTE 97-34, Exemption Application Nos. D-10245 and D-10246,
55 Fed. Reg. 39021 (1997), PTE 2000-58, Exemption Application No. D-10829, 65
Fed. Reg. 67765 (2000) and PTE 2002-41, Exemption Application No. D-11077, 67
Fed. Reg. 54487 (2002) (the "Exemption") which exempts from the application of
the prohibited transaction rules transactions relating to:

          o    the acquisition, sale and holding by ERISA Plans of certain
               certificates representing an undivided interest in certain asset
               backed pass-through trusts, with respect to which Morgan Stanley
               & Co. Incorporated or any of its affiliates is the sole
               underwriter or the manager or co manager of the underwriting
               syndicate; and

          o    the servicing, operation and management of such asset backed
               pass-through trusts, provided that the general conditions and
               certain other conditions set forth in the Exemption are
               satisfied.

     The Exemption sets forth the following general conditions which must be
satisfied before a transaction involving the acquisition, sale and holding of
the certificates or a transaction in connection with the servicing, operation
and management of the trust fund may be eligible for exemptive relief
thereunder:

     (1)  The acquisition of the certificates by an ERISA Plan is on terms --
          including the price for such certificates--that are at least as
          favorable to the investing ERISA Plan as they would be in an arm's
          length transaction with an unrelated party;

     (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.


                                      123


     The trust fund must also meet the following requirements:

          o    the corpus of the trust fund must consist solely of assets of the
               type that have been included in other investment pools;

          o    certificates evidencing interests in other investment pools must
               have been rated in one of the four highest rating categories of a
               Rating Agency for at least one year prior to the Plan's
               acquisition of the Securities; and

          o    certificates evidencing interests in other investment pools must
               have been purchased by investors other than ERISA Plans for at
               least one year prior to any ERISA Plan's acquisition of the
               Securities.

     Moreover, the Exemption provides relief from certain self-dealing/conflict
of interest prohibited transactions that may occur when any person who has
discretionary authority or renders investment advice with respect to the
investment of plan assets causes an ERISA Plan to acquire certificates in a
trust fund, provided that, among other requirements:

          o    the person or its affiliate is an obligor with respect to five
               percent or less of the fair market value of the obligations or
               receivables contained in the trust fund;

          o    the Plan is not a plan with respect to which any member of the
               Restricted Group is the "plan sponsor" as defined in Section
               3(16)(B) of ERISA;

          o    in the case of an acquisition in connection with the initial
               issuance of certificates, at least fifty percent of each class of
               certificates in which ERISA Plans have invested is acquired by
               persons independent of the Restricted Group and at least fifty
               percent of the aggregate interest in the trust fund is acquired
               by persons independent of the Restricted Group;

          o    an ERISA Plan's investment in certificates of any class does not
               exceed twenty-five percent of all of the certificates of that
               class outstanding at the time of the acquisition; and

          o    immediately after the acquisition, no more than twenty-five
               percent of the assets of any ERISA Plan with respect to which the
               person has discretionary authority or renders investment advice
               are invested in certificates representing an interest in one or
               more trusts containing assets sold or serviced by the same
               entity.

The Exemption does not apply to ERISA Plans sponsored by the Restricted Group

     Before purchasing a certificate in reliance on the Exemption, a fiduciary
of an ERISA Plan should itself confirm

          o    that the certificates constitute "securities" for purposes of the
               Exemption and

          o    that the general conditions and other requirements set forth in
               the Exemption would be satisfied.

REVIEW BY PLAN FIDUCIARIES

     Any Plan fiduciary considering whether to purchase any certificates on
behalf of a Plan should consult with its counsel regarding the applicability of
the fiduciary responsibility and prohibited transaction provisions of ERISA, the
Code and Similar Law to such investment. Among other things, before purchasing
any certificates, a fiduciary of a Plan should make its own determination as to
the availability of the exemptive relief provided in the Exemption, and also
consider the availability of any other prohibited transaction exemptions. In
this regard, purchasers that are insurance companies should determine the extent
to which Prohibited Transaction Class Exemption 95-60 -- for certain
transactions involving insurance company general accounts -- may be available.
The prospectus supplement with respect to a series of certificates may contain
additional information regarding the application of any other exemption, with
respect to the certificates offered by the related prospectus supplement.


                                      124


                                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. Section 24 (Seventh), subject in each case to those
regulations as the applicable federal regulatory authority may prescribe. In
this connection, the OCC has amended 12 C.F.R. Part 1 to authorize national
banks to purchase and sell for their own account, without limitation as to a
percentage of the bank's capital and surplus (but subject to compliance with
certain general standards in 12 C.F.R. Section 1.5 concerning "safety and
soundness" and retention of credit information), certain "Type IV securities,"
defined in 12 C.F.R. Section 1.2(m) to include certain "residential
mortgage-related securities" and "commercial mortgage-related securities." As so
defined, "residential mortgage-related security" and "commercial
mortgage-related security" mean, in relevant part, "mortgage related security"
within the meaning of SMMEA, provided that, in the case of a "commercial
mortgage-related security," it "represents ownership of a promissory note or
certificate of


                                      125


interest or participation that is directly secured by a first lien on one or
more parcels of real estate upon which one or more commercial structures are
located and that is fully secured by interests in a pool of loans to numerous
obligors." In the absence of any rule or administrative interpretation by the
OCC defining the term "numerous obligors," no representation is made as to
whether any of the Certificates will qualify as "commercial mortgage-related
securities," and thus as "Type IV securities," for investment by national banks.
The NCUA has adopted rules, codified at 12 C.F.R. Part 703, which permit federal
credit unions to invest in "mortgage related securities," other than stripped
mortgage related securities (unless the credit union complies with the
requirements of 12 C.F.R. Section 703.16(e) for investing in those securities),
residual interests in mortgage related securities, and commercial mortgage
related securities, subject to compliance with general rules governing
investment policies and practices; however, credit unions approved for the
NCUA's "investment pilot program" under 12 C.F.R. Section 703.19 may be able to
invest in those prohibited forms of securities, while "RegFlex credit unions"
may invest in commercial mortgage related securities under certain conditions
pursuant to 12 C.F.R. Section 742.4(b)(2). The OTS has issued Thrift Bulletin
13a (December 1, 1998), "Management of Interest Rate Risk, Investment
Securities, and Derivatives Activities," and Thrift Bulletin 73a (December 18,
2001), "Investing in Complex Securities," which thrift institutions subject to
the jurisdiction of the OTS should consider before investing in any of the
Certificates.

     All depository institutions considering an investment in the Certificates
should review the "Supervisory Policy Statement on Investment Securities and
End-User Derivatives Activities" (the "1998 Policy Statement") of the Federal
Financial Institutions Examination Council, which has been adopted by the Board
of Governors of the Federal Reserve System, the OCC, the Federal Deposit
Insurance Corporation and the OTS, effective May 26, 1998, and by the NCUA,
effective October 1, 1998. The 1998 Policy Statement sets forth general
guidelines which depository institutions must follow in managing risks
(including market, credit, liquidity, operational (transaction), and legal
risks) applicable to all securities (including mortgage pass-through securities
and mortgage-derivative products) used for investment purposes.

     Investors whose investment activities are subject to regulation by federal
or state authorities should review rules, policies, and guidelines adopted from
time to time by those authorities before purchasing any Certificates, as certain
classes may be deemed unsuitable investments, or may otherwise be restricted,
under those rules, policies, or guidelines (in certain instances irrespective of
SMMEA).

     The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines, or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions which
may restrict or prohibit investment in securities which are not
"interest-bearing" or "income-paying," and, with regard to any Certificates
issued in book-entry form, provisions which may restrict or prohibit investments
in securities which are issued in book-entry form.

     Except as to the status of certain classes of the Certificates as "mortgage
related securities," no representations are made as to the proper
characterization of the Certificates for legal investment purposes, financial
institution regulatory purposes, or other purposes, or as to the ability of
particular investors to purchase Certificates under applicable legal investment
restrictions. The uncertainties described above (and any unfavorable future
determinations concerning legal investment or financial institution regulatory
characteristics of the Certificates) may adversely affect the liquidity of the
Certificates.

     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.


                                      126


                              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


                                      127


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.


                                      128


                    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:

          o    any failure by the master servicer to distribute or cause to be
               distributed to certificateholders, or to remit to the trustee for
               distribution to certificateholders, any required payment;

          o    any failure by the master servicer duly to observe or perform in
               any material respect any of its other covenants or obligations
               under the Pooling Agreement which continues unremedied for thirty
               days after written notice of such failure has been given to the
               master servicer by the trustee or Morgan Stanley Capital I Inc.,
               or to the master servicer, Morgan Stanley Capital I Inc. and the
               trustee by the holders of certificates evidencing not less than
               25% of the Voting Rights;

          o    any breach of a representation or warranty made by the master
               servicer under the Pooling Agreement which materially and
               adversely affects the interests of certificateholders and which
               continues unremedied for thirty days after written notice of such
               breach has been given to the master servicer by the trustee or
               Morgan Stanley Capital I Inc., or to the master servicer, Morgan
               Stanley Capital I Inc. and the trustee by the holders of
               certificates evidencing not less than 25% of the Voting Rights;
               and

          o    certain events of insolvency, readjustment of debt, marshalling
               of assets and liabilities or similar proceedings and certain
               actions by or on behalf of the master servicer indicating its
               insolvency or inability to pay its obligations.

     "Excess Servicing" means servicing fees in excess of reasonable servicing
fees.

     "FDIC" means the Federal Deposit Insurance Corporation.

     "FHLMC" means the Federal Home Loan Mortgage Corporation.

     "FNMA" means the Federal National Mortgage Association.

     "Government Securities" means direct obligations of the United States,
agencies thereof or agencies created thereby which are not subject to redemption
prior to maturity at the option of the issuer and are:

     (a) interest-bearing securities;

     (b) non-interest-bearing securities;

     (c) originally interest-bearing securities from which coupons representing
the right to payment of interest have been removed; or

     (d) interest-bearing securities from which the right to payment of
principal has been removed.

     "Index" means the source for determination of an interest rate, to be
defined, if applicable, in the related prospectus supplement.

     "Indirect Participants" means entities, such as banks, brokers, dealers and
trust companies, that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly.

     "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:

          o    non-cash items such as depreciation and amortization;

          o    capital expenditures; and

          o    debt service on loans secured by the mortgaged property.

     "Nonrecoverable Advance" means an advance that is not ultimately
recoverable from Related Proceeds or from collections on other assets otherwise
distributable on Subordinate Certificates.

     "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:

          o    Mortgage Loans

          o    MBS

          o    direct obligations of the United States, agencies thereof or
               agencies created thereby which are not subject to redemption
               prior to maturity at the option of the issuer and are (a)
               interest-bearing securities, (b) non-interest-bearing securities,
               (c) originally interest-bearing securities from which coupons
               representing the right to payment of interest have been removed,
               or (d) government securities, or

          o    a combination of mortgage loans, MBS and government securities.

     "Underlying MBS" means any mortgage participations, pass-through
certificates or other asset-backed certificates in which an MBS evidences an
interest or which secure an MBS.

     "Underlying Mortgage Loans" means the mortgage loans that secure, or the
interests in which are evidenced by, MBS.

     "U.S. Person" means a citizen or resident of the United States, a
corporation or a partnership organized in or under the laws of the United States
or any political subdivision thereof (other than a partnership that is not
treated as a U.S. Person under any applicable Treasury regulations), an estate
the income of which from sources outside the United States is included in gross
income for federal income tax purposes regardless of its connection with the
conduct of a trade or business within the United States or a trust if a court
within the United States is able to exercise primary supervision of the
administration of the trust and one or more U.S. Persons have the authority to
control all substantial decisions of the trust. In addition, certain trusts
treated as U.S. Persons before August 20, 1996 may elect to continue to be so
treated to the extent provided in regulations.

     "Value" means,

     (a)  the appraised value determined in an appraisal obtained by the
          originator at origination of that loan, or

     (b)  the lesser of

          o    the appraised value determined in an appraisal obtained at the
               time of origination of the Refinance Loan and

          o    the sales price for that property; or

     (c)  the value as determined in accordance with another method specified in
          the prospectus supplement, including without limitation by applying a
          capitalization rate to underwritten net cash flow.

     "Warranting Party" means the person making representations and warranties.

     "Whole Loans" means the mortgage loans that are not Underlying Mortgage
Loans.


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