This free writing prospectus is not required to contain all information that is
required to be included in the base prospectus and the document that will be
prepared for the securities offering to which this free writing prospectus
relates. This free writing prospectus is not an offer to sell or a solicitation
of an offer to buy these securities in any state where such offer, solicitation
or sale is not permitted.

    THIS FREE WRITING PROSPECTUS, DATED FEBRUARY 12, 2007, MAY BE AMENDED OR
                         COMPLETED PRIOR TO TIME OF SALE

                STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

The depositor has filed a registration statement (including the prospectus) with
the SEC (SEC File No. 333-131400) for the offering to which this communication
relates. Before you invest, you should read the prospectus in the registration
statement and other documents the depositor has filed with the SEC for more
complete information about the depositor, the issuing trust and this offering.
You may get these documents for free by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, the depositor or Greenwich Capital Markets, Inc.,
any other underwriter, or any dealer participating in this offering will arrange
to send you the prospectus if you request it by calling toll-free
1-888-273-4485.

                          $6,107,389,000 (APPROXIMATE)
                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.
                                  AS DEPOSITOR

                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
                         GOLDMAN SACHS MORTGAGE COMPANY
                                   AS SPONSORS

                       COMMERCIAL MORTGAGE TRUST 2007-GG9
                                AS ISSUING ENTITY

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-GG9 CLASS A-1, CLASS
A-2, CLASS A-3, CLASS A-AB, CLASS A-4, CLASS A-1-A, CLASS A-M, CLASS A-J, CLASS
                    B, CLASS C, CLASS D, CLASS E AND CLASS F

      We, Greenwich Capital Commercial Funding Corp., have prepared this free
writing prospectus in order to offer the classes of commercial mortgage
pass-through certificates identified above. These certificates are the only
securities offered by this free writing prospectus. We will not list the offered
certificates on any national securities exchange or any automated quotation
system of any registered securities associations, such as NASDAQ.

      The offered certificates will represent interests in, and represent
obligations of, the issuing entity only and do not represent the obligations of
the depositor, the sponsors or any of their affiliates. None of the offered
certificates or the mortgage loans are insured or guaranteed by any governmental
agency or instrumentality or by any private mortgage insurer or by the
depositor, the underwriters, any mortgage loan seller, or any other party. The
primary assets of the trust will be a pool of multifamily and commercial
mortgage loans. The initial balance of the mortgage loans that we expect to
transfer to the trust will be approximately $6,575,923,864 as of the cut-off
date.

      Each class of offered certificates will receive, to the extent of
available funds, monthly distributions of interest, principal or both, on the
10th day of the month, or if such 10th day is not a business day, on the next
succeeding business day, commencing in April 2007. Credit enhancement will be
provided by certain classes of subordinate certificates that will be subordinate
to certain classes of senior certificates as described under "Description of the
Offered Certificates--Payments" in this free writing prospectus.

      YOU SHOULD FULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE S-47 AND ON
PAGE 14 IN THE ACCOMPANYING PROSPECTUS PRIOR TO INVESTING IN THE OFFERED
CERTIFICATES.

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this free writing prospectus or the accompanying
prospectus. Any representation to the contrary is a criminal offense.



                   APPROXIMATE INITIAL                         PASS-THROUGH
                  CERTIFICATE PRINCIPAL         INITIAL            RATE           PRINCIPAL        EXPECTED RATINGS
    CLASS                BALANCE           PASS-THROUGH RATE    DESCRIPTION        WINDOW          S&P/MOODY'S/FITCH
- ------------      ---------------------    -----------------   ------------     -------------      -----------------

   A-1(1)            $   84,000,000                %                (2)         04/07 - 10/11         AAA/Aaa/AAA
   A-2(1)            $1,180,078,000                %                (2)         10/11 - 07/12         AAA/Aaa/AAA
   A-3(1)            $   85,985,000                %                (2)         11/13 - 03/14         AAA/Aaa/AAA
   A-AB(1)           $   88,000,000                %                (2)         07/12 - 09/16         AAA/Aaa/AAA
   A-4(1)            $2,671,598,000                %                (2)         09/16 - 01/17         AAA/Aaa/AAA
  A-1-A(1)           $  493,485,000                %                (2)         12/09 - 01/17         AAA/Aaa/AAA
     A-M             $  657,593,000                %                (2)         01/17 - 02/17         AAA/Aaa/AAA
     A-J             $  575,393,000                %                (2)         02/17 - 02/17         AAA/Aaa/AAA
      B              $   32,880,000                %                (2)         02/17 - 02/17         AA+/Aa1/AA+
      C              $   98,638,000                %                (2)         02/17 - 02/17          AA/Aa2/AA
      D              $   41,100,000                %                (2)         02/17 - 02/17         AA-/Aa3/AA-
      E              $   41,099,000                %                (2)         02/17 - 02/17          A+/A1/A+
      F              $   57,540,000                %                (2)         02/17 - 02/17           A/A2/A


      (Footnotes to table on page S-9)

      Goldman, Sachs & Co., Greenwich Capital Markets, Inc., Banc of America
Securities LLC, Credit Suisse Securities (USA) LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are the underwriters for this
offering. The underwriters will purchase their respective allocations of the
offered certificates from us, subject to the satisfaction of specified
conditions. The underwriters currently intend to sell the offered certificates
at varying prices to be determined at the time of sale. The underwriters expect
to deliver the offered certificates to purchasers on or about March 8, 2007.

      With respect to this offering, Goldman, Sachs & Co. and Greenwich Capital
Markets, Inc. are acting as co-lead bookrunning managers and Banc of America
Securities LLC, Credit Suisse Securities (USA) LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers.

GOLDMAN, SACHS & CO.                                       RBS GREENWICH CAPITAL
BANC OF AMERICA SECURITIES LLC                                     CREDIT SUISSE
MORGAN STANLEY                                               WACHOVIA SECURITIES

                               February  , 2007

                                 [MAP OMITTED]




                               [GRAPHIC OMITTED]





                               [GRAPHIC OMITTED]






                                                 TABLE OF CONTENTS

IMPORTANT NOTICE ABOUT THE OFFERED CERTIFICATES.................................................................S-5
IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS..........................................S-5
IMPORTANT NOTICE ABOUT THE INFORMATION  CONTAINED IN THIS FREE WRITING
     PROSPECTUS.................................................................................................S-5
EUROPEAN ECONOMIC AREA..........................................................................................S-6
UNITED KINGDOM..................................................................................................S-6
NOTICE TO UNITED KINGDOM INVESTORS..............................................................................S-7
SELLING LEGENDS FOR HONG KONG, JAPAN AND SINGAPORE..............................................................S-7
SUMMARY OF PROSPECTUS SUPPLEMENT................................................................................S-9
RISK FACTORS...................................................................................................S-47
     Risks Related to the Offered Certificates.................................................................S-47
     Risks Related to the Underlying Mortgage Loans............................................................S-50
     Conflicts of Interest.....................................................................................S-73
CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT...........................................................S-75
FORWARD-LOOKING STATEMENTS.....................................................................................S-76
THE SPONSORS, MORTGAGE LOAN SELLERS AND ORIGINATORS............................................................S-76
     The Sponsors..............................................................................................S-76
     The Mortgage Loan Sellers and Originators.................................................................S-80
THE DEPOSITOR..................................................................................................S-83
THE ISSUING ENTITY.............................................................................................S-84
THE SERVICERS..................................................................................................S-84
     The Master Servicer.......................................................................................S-84
     The Special Servicer......................................................................................S-87
THE TRUSTEE....................................................................................................S-90
     General...................................................................................................S-90
     Duties of the Trustee.....................................................................................S-91
     Certain Matters Regarding the Trustee.....................................................................S-92
     Resignation and Removal of the Trustee....................................................................S-93
DESCRIPTION OF THE MORTGAGE POOL...............................................................................S-94
     General...................................................................................................S-94
     Cross-Collateralized Mortgage Loans and Multi-Property Mortgage Loans.....................................S-97
     Mortgage Loans with Affiliated Borrowers..................................................................S-98
     Terms and Conditions of the Trust Mortgage Loans..........................................................S-98
     Mortgage Pool Characteristics............................................................................S-114
     Split Loan Structure.....................................................................................S-114
     Additional Loan and Property Information.................................................................S-117
     Assessments of Property Condition........................................................................S-128
     Assignment of the Underlying Mortgage Loans..............................................................S-130
     Representations and Warranties...........................................................................S-132
     Cures and Repurchases....................................................................................S-133
     Changes in Mortgage Pool Characteristics.................................................................S-134
SERVICING UNDER THE POOLING AND SERVICING AGREEMENT...........................................................S-135
     General..................................................................................................S-135
     Servicing of the Non-Serviced Loan Group.................................................................S-136
     Servicing and Other Compensation and Payment of Expenses.................................................S-137
     The Directing Holders....................................................................................S-143
     Replacement of the Special Servicer......................................................................S-148
     Enforcement of Due-on-Sale and Due-on-Encumbrance Provisions.............................................S-149
     Modifications, Waivers, Amendments and Consents..........................................................S-150
     Required Appraisals......................................................................................S-151
     Custodial Account........................................................................................S-153
     Maintenance of Insurance.................................................................................S-155
     Fair Value Option........................................................................................S-156



                                       S-3





     Realization Upon Defaulted Mortgage Loans................................................................S-157
     REO Properties...........................................................................................S-159
     Inspections; Collection of Operating Information.........................................................S-160
     Evidence as to Compliance................................................................................S-161
     Certain Matters Regarding the Master Servicer, the Special Servicer and the Depositor....................S-162
     Events of Default........................................................................................S-164
     Rights Upon Event of Default.............................................................................S-166
DESCRIPTION OF THE OFFERED CERTIFICATES.......................................................................S-167
     General..................................................................................................S-167
     Registration and Denominations...........................................................................S-168
     Distribution Account.....................................................................................S-169
     Interest Reserve Account.................................................................................S-171
     Floating Rate Account....................................................................................S-171
     Payments.................................................................................................S-172
     Treatment of REO Properties..............................................................................S-179
     Reductions of Certificate Principal Balances in Connection With Realized Losses and Additional Trust
         Fund Expenses........................................................................................S-180
     Fees and Expenses........................................................................................S-182
     Advances of Delinquent Monthly Debt Service Payments.....................................................S-184
     Reimbursement of Advances................................................................................S-186
     Rated Final Payment Date.................................................................................S-187
     Assumed Final Payment Date...............................................................................S-188
     Reports to Certificateholders; Available Information.....................................................S-188
     Voting Rights............................................................................................S-191
     Termination..............................................................................................S-191
YIELD AND MATURITY CONSIDERATIONS.............................................................................S-192
     Yield Considerations.....................................................................................S-192
     Weighted Average Lives...................................................................................S-196
LEGAL PROCEEDINGS.............................................................................................S-197
USE OF PROCEEDS...............................................................................................S-197
CERTAIN LEGAL ASPECTS.........................................................................................S-197
     Election of Remedies.....................................................................................S-198
FEDERAL INCOME TAX CONSEQUENCES...............................................................................S-199
     General..................................................................................................S-199
     Discount and Premium; Prepayment Consideration...........................................................S-199
     Characterization of Investments in Offered Certificates..................................................S-200
CERTAIN ERISA CONSIDERATIONS..................................................................................S-201
LEGAL INVESTMENT..............................................................................................S-204
LEGAL MATTERS.................................................................................................S-205
RATINGS.......................................................................................................S-205
GLOSSARY......................................................................................................S-207

ANNEX A--CERTAIN CHARACTERISTICS OF THE UNDERLYING MORTGAGE LOANS...............................................A-1
ANNEX B--STRUCTURAL AND COLLATERAL TERM SHEET...................................................................B-1
ANNEX C--MORTGAGE POOL CHARACTERISTICS..........................................................................C-1
ANNEX D--DECREMENT TABLES.......................................................................................D-1
ANNEX E--FORM OF PAYMENT DATE STATEMENT.........................................................................E-1
ANNEX F--TERMS OF THE CLASS XP CERTIFICATES.....................................................................F-1
ANNEX G--CLASS A-AB PLANNED PRINCIPAL BALANCE...................................................................G-1
ANNEX H--GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES..........................................H-1



                                       S-4



                 IMPORTANT NOTICE ABOUT THE OFFERED CERTIFICATES

      The asset-backed securities referred to in these materials, and the asset
pools backing them, are subject to modification or revision (including the
possibility that one or more classes of securities may be split, combined or
eliminated at any time prior to issuance or availability of a final prospectus)
and are offered on a "when, as and if issued" basis. You understand that, when
you are considering the purchase of these securities, a contract of sale will
come into being no sooner than the date on which the relevant class has been
priced and we have confirmed the allocation of securities to be made to you; any
"indications of interest" expressed by you, and any "soft circles" generated by
us, will not create binding contractual obligations for you or us.

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

      The information contained in these materials may be based on assumptions
regarding market conditions and other matters as reflected in this free writing
prospectus. The underwriters make no representation regarding the reasonableness
of such assumptions or the likelihood that any such assumptions will coincide
with actual market conditions or events, and these materials should not be
relied upon for such purposes. The underwriters and their respective affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of these materials, may, from time to time, have long or
short positions in, and buy and sell, the securities mentioned in this
prospectus supplement or derivatives thereof (including options). Information in
these materials is current as of the date appearing on the material only.
Information in these materials regarding any securities discussed in this free
writing prospectus supersedes all prior information regarding such securities.
These materials are not to be construed as an offer to sell or the solicitation
of any offer to buy any security in any jurisdiction where such an offer or
solicitation would be illegal.

     IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS

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


                     IMPORTANT NOTICE ABOUT THE INFORMATION
                    CONTAINED IN THIS FREE WRITING PROSPECTUS

      This free writing prospectus is also referred to as "this prospectus
supplement." Information about the offered certificates is contained in two
separate documents:

      o     this prospectus supplement, which describes the specific terms of
            the offered certificates; and

      o     the accompanying prospectus, which provides general information,
            some of which may not apply to the offered certificates.

      You should only rely on the information contained in this prospectus
supplement and the accompanying prospectus. We have not authorized any person to
give any other information or to make any representation that is different from
the information contained in this prospectus supplement and the accompanying
prospectus.


                                       S-5



                             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 THAT WITH EFFECT FROM AND INCLUDING THE
DATE ON WHICH THE PROSPECTUS DIRECTIVE IS IMPLEMENTED IN THAT RELEVANT MEMBER
STATE (THE "RELEVANT IMPLEMENTATION DATE") IT HAS NOT MADE AND WILL NOT MAKE AN
OFFER OF CERTIFICATES TO THE PUBLIC IN THAT RELEVANT MEMBER STATE PRIOR TO THE
PUBLICATION OF A PROSPECTUS IN RELATION TO THE CERTIFICATES WHICH HAS BEEN
APPROVED BY THE COMPETENT AUTHORITY IN THAT RELEVANT MEMBER STATE OR, WHERE
APPROPRIATE, APPROVED IN ANOTHER RELEVANT MEMBER STATE AND NOTIFIED TO THE
COMPETENT AUTHORITY IN THAT RELEVANT MEMBER STATE, ALL IN ACCORDANCE WITH THE
PROSPECTUS DIRECTIVE, EXCEPT THAT IT MAY, WITH EFFECT FROM AND INCLUDING THE
RELEVANT IMPLEMENTATION DATE, MAKE AN OFFER OF CERTIFICATES TO THE PUBLIC IN
THAT RELEVANT MEMBER STATE AT ANY TIME:

                  (I)   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;

                  (II)  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

                  (III) IN ANY OTHER CIRCUMSTANCES WHICH DO NOT REQUIRE THE
            PUBLICATION BY THE TRUST OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF
            THE PROSPECTUS DIRECTIVE.

      FOR THE PURPOSES OF THIS PROVISION, THE EXPRESSION AN "OFFER OF
CERTIFICATES TO THE PUBLIC" IN RELATION TO ANY CERTIFICATES IN ANY RELEVANT
MEMBER STATE MEANS THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT
INFORMATION ON THE TERMS OF THE OFFER AND THE CERTIFICATES TO BE OFFERED SO AS
TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE OR SUBSCRIBE THE CERTIFICATES, AS
THE SAME MAY BE VARIED IN THAT MEMBER STATE BY ANY MEASURE IMPLEMENTING THE
PROSPECTUS DIRECTIVE IN THAT MEMBER STATE AND THE EXPRESSION "PROSPECTUS
DIRECTIVE" MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING
MEASURE IN EACH RELEVANT MEMBER STATE.

                                 UNITED KINGDOM

      EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT:

                  (I)   (A) IT IS A PERSON WHOSE ORDINARY ACTIVITIES INVOLVE IT
            IN ACQUIRING, HOLDING, MANAGING OR DISPOSING OF INVESTMENTS (AS
            PRINCIPAL OR AGENT) FOR THE PURPOSES OF ITS BUSINESS AND (B) IT HAS
            NOT OFFERED OR SOLD AND WILL NOT OFFER OR SELL THE NOTES OTHER THAN
            TO PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING,
            HOLDING, MANAGING OR DISPOSING OF INVESTMENTS (AS PRINCIPAL OR
            AGENT) FOR THE PURPOSES OF THEIR BUSINESSES OR WHO IT IS REASONABLE
            TO EXPECT WILL ACQUIRE, HOLD, MANAGE OR DISPOSE OF INVESTMENTS (AS
            PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESSES WHERE THE
            ISSUE OF THE NOTES WOULD OTHERWISE CONSTITUTE A CONTRAVENTION OF
            SECTION 19 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE
            "FSMA");


                                       S-6



                  (II)  IT HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATED
            AND WILL ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED AN INVITATION
            OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING
            OF SECTION 21 OF THE FSMA) RECEIVED BY IT IN CONNECTION WITH THE
            ISSUE OR SALE OF THE CERTIFICATES IN CIRCUMSTANCES IN WHICH SECTION
            21(1) OF THE FSMA DOES NOT APPLY TO THE TRUST; AND

                  (III) IT HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE
            PROVISIONS OF THE FSMA WITH RESPECT TO ANYTHING DONE BY IT IN
            RELATION TO THE CERTIFICATES IN, FROM OR OTHERWISE INVOLVING THE
            UNITED KINGDOM.

                       NOTICE TO UNITED KINGDOM INVESTORS

      THE DISTRIBUTION OF THIS PROSPECTUS SUPPLEMENT IF MADE BY A PERSON WHO IS
NOT AN AUTHORISED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY
AT PERSONS WHO (1) ARE OUTSIDE THE UNITED KINGDOM, OR (2) HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS, OR (3) ARE PERSONS FALLING WITHIN
ARTICLES 49(2)(A) THROUGH (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC.") OR 19 (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS THE "RELEVANT PERSONS"). THIS PROSPECTUS SUPPLEMENT MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PROSPECTUS SUPPLEMENT RELATES,
INCLUDING THE OFFERED CERTIFICATES, IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

      POTENTIAL INVESTORS IN THE UNITED KINGDOM ARE ADVISED THAT ALL, OR MOST,
OF THE PROTECTIONS AFFORDED BY THE UNITED KINGDOM REGULATORY SYSTEM WILL NOT
APPLY TO AN INVESTMENT IN THE TRUST FUND AND THAT COMPENSATION WILL NOT BE
AVAILABLE UNDER THE UNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME.

               SELLING LEGENDS FOR HONG KONG, JAPAN AND SINGAPORE

      THE CERTIFICATES MAY NOT BE OFFERED OR SOLD BY MEANS OF ANY DOCUMENT OTHER
THAN TO PERSONS WHOSE ORDINARY BUSINESS IS TO BUY OR SELL SHARES OR DEBENTURES,
WHETHER AS PRINCIPAL OR AGENT, OR IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE AN
OFFER TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES ORDINANCE (CAP. 32) OF
HONG KONG, AND NO ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE
CERTIFICATES MAY BE ISSUED, WHETHER IN HONG KONG OR ELSEWHERE, WHICH IS DIRECTED
AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC IN
HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG)
OTHER THAN WITH RESPECT TO CERTIFICATES WHICH ARE OR ARE INTENDED TO BE DISPOSED
OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO "PROFESSIONAL INVESTORS" WITHIN
THE MEANING OF THE SECURITIES AND FUTURES ORDINANCE (CAP. 571) OF HONG KONG AND
ANY RULES MADE THEREUNDER.

      THE CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES AND EXCHANGE LAW OF JAPAN (THE SECURITIES AND EXCHANGE LAW) AND EACH
UNDERWRITER HAS AGREED THAT IT WILL NOT OFFER OR SELL ANY CERTIFICATES, DIRECTLY
OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN
(WHICH TERM AS USED IN THIS PROSPECTUS SUPPLEMENT MEANS ANY PERSON RESIDENT IN
JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF
JAPAN), OR TO OTHERS FOR REOFFERING OR RESALE, DIRECTLY OR


                                       S-7



INDIRECTLY, IN JAPAN OR TO A RESIDENT OF JAPAN, EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE
SECURITIES AND EXCHANGE LAW AND ANY OTHER APPLICABLE LAWS, REGULATIONS AND
MINISTERIAL GUIDELINES OF JAPAN.

      THIS PROSPECTUS SUPPLEMENT HAS NOT BEEN REGISTERED AS A PROSPECTUS WITH
THE MONETARY AUTHORITY OF SINGAPORE. ACCORDINGLY, THIS PROSPECTUS SUPPLEMENT AND
ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR
INVITATION FOR SUBSCRIPTION OR PURCHASE, OF THE CERTIFICATES MAY NOT BE
CIRCULATED OR DISTRIBUTED, NOR MAY THE CERTIFICATES BE OFFERED OR SOLD, OR BE
MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY
OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN (I) TO AN INSTITUTIONAL
INVESTOR UNDER SECTION 274 OF THE SECURITIES AND FUTURES ACT, CHAPTER 289 OF
SINGAPORE (THE "SFA"), (II) TO A RELEVANT PERSON, OR ANY PERSON PURSUANT TO
SECTION 275(1A), AND IN ACCORDANCE WITH THE CONDITIONS, SPECIFIED IN SECTION 275
OF THE SFA OR (III) OTHERWISE PURSUANT TO, AND IN ACCORDANCE WITH THE CONDITIONS
OF, ANY OTHER APPLICABLE PROVISION OF THE SFA.

      WHERE THE CERTIFICATES ARE SUBSCRIBED OR PURCHASED UNDER SECTION 275 BY A
RELEVANT PERSON WHICH IS: (A) A CORPORATION (WHICH IS NOT AN ACCREDITED
INVESTOR) THE SOLE BUSINESS OF WHICH IS TO HOLD INVESTMENTS AND THE ENTIRE SHARE
CAPITAL OF WHICH IS OWNED BY ONE OR MORE INDIVIDUALS, EACH OF WHOM IS AN
ACCREDITED INVESTOR; OR (B) A TRUST (WHERE THE TRUSTEE IS NOT AN ACCREDITED
INVESTOR) WHOSE SOLE PURPOSE IS TO HOLD INVESTMENTS AND EACH BENEFICIARY IS AN
ACCREDITED INVESTOR, SHARES, DEBENTURES AND UNITS OF SHARES AND DEBENTURES OF
THAT CORPORATION OR THE BENEFICIARIES' RIGHTS AND INTEREST IN THAT TRUST SHALL
NOT BE TRANSFERABLE FOR 6 MONTHS AFTER THAT CORPORATION OR THAT TRUST HAS
ACQUIRED THE NOTES UNDER SECTION 275 EXCEPT: (1) TO AN INSTITUTIONAL INVESTOR
UNDER SECTION 274 OF THE SFA OR TO A RELEVANT PERSON, OR ANY PERSON PURSUANT TO
SECTION 275(1A), AND IN ACCORDANCE WITH THE CONDITIONS, SPECIFIED IN SECTION 275
OF THE SFA; (2) WHERE NO CONSIDERATION IS GIVEN FOR THE TRANSFER; OR (3) BY
OPERATION OF LAW.


                                       S-8



                        SUMMARY OF PROSPECTUS SUPPLEMENT

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

                         INTRODUCTION TO THE TRANSACTION

      The offered certificates will be part of a series of commercial mortgage
pass-through certificates designated as the Series 2007-GG9 Commercial Mortgage
Pass-Through Certificates, which consist of multiple classes and are referred to
in this prospectus supplement as the series 2007-GG9 certificates. The table
below identifies the respective classes of that series, specifies various
characteristics of each of those classes and indicates which of those classes
are offered by this prospectus supplement and which are not.

          SERIES 2007-GG9 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES



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

Offered Certificates
 A-1(1)    $    84,000,000    30.000%        1.277%          (2)             %           3.19     04/07 - 10/11      AAA/Aaa/AAA
 A-2(1)    $ 1,180,078,000    30.000%       17.945%          (2)             %           4.92     10/11 - 07/12      AAA/Aaa/AAA
 A-3(1)    $    85,985,000    30.000%        1.308%          (2)             %           6.87     11/13 - 03/14      AAA/Aaa/AAA
A-AB(1)    $    88,000,000    30.000%        1.338%          (2)             %           7.54     07/12 - 09/16      AAA/Aaa/AAA
 A-4(1)    $ 2,671,598,000    30.000%       40.627%          (2)             %           9.77     09/16 - 01/17      AAA/Aaa/AAA
A-1-A(1)   $   493,485,000    30.000%        7.504%          (2)             %           7.99     12/09 - 01/17      AAA/Aaa/AAA
  A-M      $   657,593,000    20.000%       10.000%          (2)             %           9.91     01/17 - 02/17      AAA/Aaa/AAA
  A-J      $   575,393,000    11.250%        8.750%          (2)             %           9.92     02/17 - 02/17      AAA/Aaa/AAA
   B       $    32,880,000    10.750%        0.500%          (2)             %           9.92     02/17 - 02/17      AA+/Aa1/AA+
   C       $    98,638,000     9.250%        1.500%          (2)             %           9.92     02/17 - 02/17       AA/Aa2/AA
   D       $    41,100,000     8.625%        0.625%          (2)             %           9.92     02/17 - 02/17      AA-/Aa3/AA-
   E       $    41,099,000     8.000%        0.625%          (2)             %           9.92     02/17 - 02/17       A+/A1/A+
   F       $    57,540,000     7.125%        0.875%          (2)             %           9.92     02/17 - 02/17        A/A2/A
Non-Offered Certificates
A-MFL(3)   $                   %             %           Floating(4)    LIBOR+  %(4)
A-JFL(3)   $                   %             %           Floating(4)    LIBOR+  %(4)
   G       $    57,539,000     6.250%        0.875%          (2)             %           9.92     02/17 - 02/17       A-/A3/A-
   H       $    82,199,000     5.000%        1.250%          (2)             %           9.92     02/17 - 02/17    BBB+/Baa1/BBB+
   J       $    65,759,000     4.000%        1.000%          (2)             %           9.92     02/17 - 02/17     BBB/Baa2/BBB
   K       $    65,760,000     3.000%        1.000%          (2)             %           9.92     02/17 - 02/17    BBB-/Baa3/BBB-
   L       $    32,879,000     2.500%        0.500%          (2)             %           9.92     02/17 - 02/17      BB+/Ba1/BB+
   M       $    16,440,000     2.250%        0.250%          (2)             %           9.92     02/17 - 02/17       BB/Ba2/BB
   N       $    24,660,000     1.875%        0.375%          (2)             %           9.92     02/17 - 02/17      BB-/Ba3/BB-
   O       $    16,440,000     1.625%        0.250%          (2)             %           9.92     02/17 - 02/17       B+/B1/B+
   P       $    16,439,000     1.375%        0.250%          (2)             %           9.96      02/17-03/17         B/B2/B
   Q       $     8,220,000     1.250%        0.125%          (2)             %          10.01      03/17-03/17        B-/B3/B-
   S       $    82,199,863     0.000%        1.250%          (2)             %          10.01      03/17-12/18        NR/NR/NR
 XP(5)     $                    N/A           N/A        Variable IO         %            N/A          N/A           AAA/Aaa/AAA
 XC(5)     $ 6,575,923,863      N/A           N/A        Variable IO         %            N/A          N/A           AAA/Aaa/AAA
  R-I            N/A            N/A           N/A            N/A            N/A           N/A          N/A              NR/NR
  R-II           N/A            N/A           N/A            N/A            N/A           N/A          N/A              NR/NR


_____________________

(1)   For purposes of making distributions on the class A-1, class A-2, class
      A-3, class A-AB, class A-4 and class A-1-A certificates, the pool of
      mortgage loans will be deemed to consist of two distinct sub-pools,
      sub-pool 1 and sub-pool 2. Sub-pool 1 will consist of 177 mortgage loans,
      representing approximately 92.5% of the initial mortgage pool balance and
      includes all mortgage loans other than the mortgage loans secured by
      multifamily and manufactured housing properties. Sub-pool 2 will consist
      of 24 mortgage loans, representing approximately 7.5% of the initial
      mortgage pool balance and includes all of the mortgage loans that are
      secured by multifamily and manufactured housing properties.

(2)   For any payment date, the pass-through rates on the class A-1, class A-2,
      class A-3, class A-AB, class A-4, class A-1-A, class A-M, class A-J, class
      B, class C, class D, class E, class F, class G, class H, class J, class K,
      class L, class M, class N, class O, class P, class Q and class S
      certificates will equal one of (i) a fixed rate, (ii) the weighted average
      of the net interest rates on the mortgage loans (in each case, adjusted if
      necessary to accrue on the basis of a 360-day year consisting of twelve


                                       S-9



      30-day months and amounts transferred into or out of the interest reserve
      account) as of their respective due dates in the month preceding the month
      in which the related payment date occurs, (iii) a rate equal to the lesser
      of a specified pass-through rate and the weighted average rate specified
      in clause (ii) or (iv) the weighted average rate specified in clause (ii)
      less a specified percentage.

(3)   The class A-MFL certificates will represent interests in a grantor trust,
      the assets of which will include, among other things, an uncertificated
      REMIC regular interest designated as the class A-MFL REMIC II regular
      interest. The class A-JFL certificates will represent interests in a
      grantor trust, the assets of which will include, among other things, an
      uncertificated REMIC regular interest designated as the class A-JFL REMIC
      II regular interest. The class A-MFL certificates and class A-JFL
      certificates will be entitled to receive payments distributed to the
      related REMIC II regular interest subject to payments under the related
      swap agreements.

(4)   The pass-through rates of the class A-MFL and class A-JFL certificates are
      variable. However, if the related swap agreements are terminated, (i) the
      pass-through rate applicable to the class A-MFL certificates may convert
      to a fixed rate equal to % per annum, which is the pass-through rate of
      the corresponding class A-MFL REMIC II regular interest and (ii) the
      pass-through rate applicable to the class A-JFL certificates may convert
      to a fixed rate equal to % per annum, which is the pass-through rate of
      the corresponding class A-JFL REMIC II regular interest.

(5)   The class XP and class XC certificates will not have a principal balance
      and are sometimes referred to collectively as the interest-only
      certificates. For purposes of calculating the amount of accrued interest,
      each of the interest-only certificates will have a notional amount. The
      notional amount of each of the interest-only certificates is described in
      this prospectus supplement under "Description of the Offered
      Certificates--General."

      The offered certificates will evidence beneficial ownership interests in a
common law trust designated as the Commercial Mortgage Trust 2007-GG9. We will
form the trust at or prior to the time of initial issuance of the offered
certificates. The assets of the trust, which we sometimes collectively refer to
as the trust fund, will include a pool of multifamily and commercial mortgage
loans having the characteristics described in this prospectus supplement. The
assets of the trust will also include swap agreements that relate to each of the
class A-MFL and class A-JFL certificates. No class of offered certificates will
have any beneficial interest in any swap agreement.

      The governing document for purposes of issuing the offered certificates
and forming the trust will be a pooling and servicing agreement to be dated as
of March 1, 2007. The pooling and servicing agreement will also govern the
servicing and administration of the mortgage loans and other assets that back
the offered certificates, except as described in this prospectus supplement.

      The parties to the pooling and servicing agreement will include us as
depositor, a trustee, a master servicer and a special servicer. A copy of the
pooling and servicing agreement will be filed with the SEC as an exhibit to a
current report on Form 8-K after the initial issuance of the offered
certificates. The SEC will make that current report on Form 8-K and its exhibits
available to the public for inspection.

                            KEY CERTIFICATE FEATURES



A.    APPROXIMATE PRINCIPAL
      BALANCE OR NOTIONAL
      AMOUNT AT INITIAL ISSUANCE...........   The class A-1, class A-2, class A-3, class A-AB, class A-4, class A-1-A, class
                                              A-M, class A-MFL, class A-J, class A-JFL, class B, class C, class D, class E,
                                              class F, class G, class H, class J, class K, class L, class M, class N, class O,
                                              class P, class Q and class S certificates will be the series 2007-GG9 certificates
                                              with principal balances and are sometimes referred to as the principal balance
                                              certificates. Only the class A-1, class A-2, class A-3, class A-AB, class A-4,
                                              class A-1-A, class A-M, class A-J, class B, class C, class D, class E and class F
                                              certificates are offered by this prospectus supplement. The table on page S-9 of
                                              this prospectus supplement identifies for each of those classes of principal
                                              balance certificates the approximate total principal balance of that class at
                                              initial issuance. The actual total principal balance of any class of principal
                                              balance certificates at initial issuance may be larger or smaller than the amount
                                              shown in the table above, depending on, among other things, the actual size of the
                                              initial mortgage pool balance. The actual size of the initial mortgage pool



                                      S-10





                                              balance may be as much as 5% larger or smaller than the amount presented in this
                                              prospectus supplement.

                                              This prospectus supplement contains a description of certain features pertaining
                                              to the non-offered classes of the series 2007-GG9 certificates. These certificates
                                              are not offered by this prospectus supplement and are provided only for
                                              informational purposes to prospective purchasers of the offered certificates to
                                              assist them in evaluating a prospective purchase of a class of the offered
                                              certificates.

                                              The class XP and class XC certificates will not have principal balances and are
                                              sometimes referred to in this prospectus supplement collectively as the
                                              interest-only certificates. For purposes of calculating the amount of accrued
                                              interest, each of the interest-only certificates will have a notional amount. The
                                              initial notional amount of the class XP and class XC certificates will be $ and
                                              $6,575,923,863, respectively, although in each case it may be as much as 5% larger
                                              or smaller.

                                              The notional amount of the class XP certificates will vary over time and will be
                                              determined in accordance with Annex F to this prospectus supplement.

                                              On each payment date, the notional amount of the class XC certificates will
                                              generally equal the aggregate outstanding principal balance of the class A-1,
                                              class A-2, class A-3, class A-AB, class A-4, class A-1-A, class A-M, class A-MFL
                                              REMIC II regular interest, class A-J, class A-JFL REMIC II regular interest, class
                                              B, class C, class D, class E, class F, class G, class H, class J, class K, class
                                              L, class M, class N, class O, class P, class Q and class S certificates
                                              outstanding from time to time.

                                              The class R-I and class R-II certificates will not have principal balances or
                                              notional amounts. They will be residual interest certificates. The holders of the
                                              class R-I and class R-II certificates are not expected to receive any material
                                              payments.

                                              See "Description of the Offered Certificates--Payments--Priority of Payments"
                                              below.

B.    TOTAL CREDIT SUPPORT
      AT INITIAL ISSUANCE..................   The respective  classes of the series 2007-GG9  certificates,  other than the
                                              class R-I and class R-II certificates, will entitle their holders to varying
                                              degrees of seniority for purposes of--

                                              o     receiving payments of interest and, if and when applicable, payments of
                                                    principal, and

                                              o     bearing the effects of losses on the underlying mortgage loans, as well as
                                                    default-related and other unanticipated expenses of the trust.

                                              The class A-1, class A-2, class A-3, class A-AB, class A-4, class A-1-A, class XP
                                              and class XC certificates will be the most senior classes of certificates. The
                                              class S certificates will be the most subordinate class of certificates.



                                      S-11





                                              The class R-I and class R-II certificates will be residual interest certificates
                                              and will not provide any credit support to the other series 2007-GG9 certificates.
                                              The remaining classes of principal balance certificates (other than the class
                                              A-MFL and class A-JFL certificates) are listed from top to bottom in the table on
                                              page S-9 of this prospectus supplement in descending order of seniority. The class
                                              A-MFL and class A-JFL certificates are pari passu in right of payment with class
                                              A-M and class A-J certificates, respectively.

                                              The table on page S-9 of this prospectus supplement shows the approximate total
                                              credit support provided to each class of the offered certificates, through the
                                              subordination of other classes of the series 2007-GG9 certificates, other than the
                                              class XP and class XC certificates. In the case of each class of offered
                                              certificates, the credit support shown in the table on page S-9 of this prospectus
                                              supplement represents the total initial principal balance, expressed as a
                                              percentage of the initial mortgage pool balance, of all classes of the principal
                                              balance certificates that are subordinate to the indicated class. No class of
                                              certificates will provide any credit support to any of the class A-MFL or class
                                              A-JFL certificates for a failure by the swap counterparty to make any payment
                                              under the related swap agreement.

C.    PASS-THROUGH RATE....................   Each class of the series 2007-GG9 certificates, (other than the class R-I and
                                              class R-II certificates), the class A-MFL REMIC II regular interest and the class
                                              A-JFL REMIC II regular interest will bear interest. The table on page S-9 of this
                                              prospectus supplement provides the indicated information regarding the
                                              pass-through rate at which each of those classes of the series 2007-GG9
                                              certificates will accrue interest.

                                              The pass-through rates on the class A-1, class A-2, class A-3, class A-AB, class
                                              A-4, class A-1-A and class A-M certificates, the class A-MFL REMIC II regular
                                              interest, the class A-J certificates, the class A-JFL REMIC II regular interest
                                              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, class P, class Q and class S
                                              certificates will equal one of (i) a fixed rate, (ii) the weighted average of the
                                              net interest rates on the mortgage loans (in each case, adjusted if necessary to
                                              accrue on the basis of a 360-day year consisting of twelve 30-day months and
                                              amounts transferred into or out of the interest reserve account) as of their
                                              respective due dates in the month preceding the month in which the related payment
                                              date occurs, (iii) a rate equal to the lesser of a specified pass-through rate and
                                              the weighted average rate specified in clause (ii) or (iv) the weighted average
                                              rate specified in clause (ii) less a specified percentage.

                                              For so long as the related swap agreement is in effect and there is no continuing
                                              payment default thereunder on the part of the swap counterparty, the pass-through
                                              rates applicable to the class A-MFL and class A-JFL certificates will be floating
                                              rates based on "LIBOR" (as set forth in the glossary to this prospectus
                                              supplement). However, the pass-through rate with respect to the class A-MFL or
                                              class A-JFL certificates may be effectively reduced as a result of shortfalls
                                              allocated to the corresponding REMIC II regular interest. In addition, if there is
                                              a continuing payment default under the related swap agreement, or if the related
                                              swap agreement is terminated and a replacement swap agreement is not obtained,
                                              then the pass-through rate with respect to the



                                      S-12





                                              class A-MFL certificates or the class A-JFL certificates, as applicable, will
                                              convert to a per annum rate equal to the pass-through rate on the corresponding
                                              REMIC II regular interest, and accordingly the interest accrual period and
                                              interest accrual basis for that class of certificates will convert to those of the
                                              corresponding REMIC II regular interest.

                                              The pass-through rate applicable to the class XC certificates for each payment
                                              date will equal the weighted average of the class XC strip rates, at which
                                              interest accrues from time to time on the various components of the class XC
                                              certificates outstanding immediately prior to such payment date (weighted on the
                                              basis of the balances of those class XC components immediately prior to the
                                              related payment date). Each class XC component will be comprised of all or a
                                              designated portion of the principal balance of one of the classes of principal
                                              balance certificates (and in the case of the class A-MFL and class A-JFL
                                              certificates, of its corresponding REMIC II regular interest). In general, the
                                              entire principal balance of each class of principal balance certificates (other
                                              than the class A-MFL and class A-JFL certificates), the Class A-MFL REMIC II
                                              regular interest and the class A-JFL REMIC II regular interest will constitute a
                                              separate class XC component. However, if a portion, but not all, of the principal
                                              balance of any particular class of principal balance certificates (or REMIC II
                                              regular interests) is identified under "Annex F--Terms of the Class XP
                                              Certificates," as being part of the notional amount of the class XP certificates
                                              immediately prior to any such payment date, then the identified portion of the
                                              principal balance of that class will also represent one or more separate class XC
                                              components for purposes of calculating the pass-through rate of the class XC
                                              certificates, and the remaining portion of the principal balance of that class
                                              will represent one or more separate class XC component for purposes of calculating
                                              the pass-through rate of the class XC certificates. For each payment date through
                                              and including the payment date in , the class XC strip rate for each class XC
                                              component will be calculated as follows:

                                              (1)   if a class XC component consists of the entire principal balance or a
                                                    designated portion of any class of principal balance certificates (other
                                                    than the class A-MFL and class A-JFL certificates), the Class A-MFL REMIC II
                                                    regular interest and the class A-JFL REMIC II regular interest, and if the
                                                    principal balance does not, in whole or in part, also constitute a class XP
                                                    component immediately prior to the payment date, then the applicable class
                                                    XC strip rate will equal the excess, if any, of (a) the weighted average net
                                                    interest rate on the mortgage loans for the payment date, over (b) the
                                                    pass-through rate in effect for the payment date for the applicable class of
                                                    principal balance certificates (or, in the case of each of the class A-MFL
                                                    and class A-JFL certificates, the pass-through rate in effect for such
                                                    payment date for the corresponding REMIC II regular interest); and

                                              (2)   if a class XC component consists of the entire principal balance or a
                                                    designated portion of the principal balance of any class of principal
                                                    balance certificates (other than the class A-MFL and class A-JFL
                                                    certificates), the class A-MFL REMIC II regular interest and the class A-JFL
                                                    REMIC II regular interest, and if the designated portion (in whole or in
                                                    part) of the principal balance also constitutes one or more class XP
                                                    components immediately



                                      S-13





                                                    prior to the payment date, then the applicable class XC strip rate will
                                                    equal the excess, if any, of (a) the weighted average net interest rate on
                                                    the mortgage loans for the payment date, over (b) the sum of (i) the class
                                                    XP strip rate (as described in Annex F) for the applicable class XP
                                                    component(s), and (ii) the pass-through rate in effect for the payment date
                                                    for the applicable class of principal balance certificates (or, in the case
                                                    of each of the class A-MFL and A-JFL certificates, the pass-through rate in
                                                    effect for such payment date for the corresponding REMIC II regular
                                                    interest).

                                              For each payment date after the payment date in , the balance of each class of
                                              principal balance certificates (other than the class A-MFL and class A-JFL
                                              certificates), the Class A-MFL REMIC II regular interest and the class A-JFL REMIC
                                              II regular interest will constitute one or more separate class XC components, and
                                              the applicable class XC strip rate with respect to each such class XC component
                                              for each payment date will equal the excess, if any, of (a) the weighted average
                                              net interest rate on the mortgage loans for the related payment date, over (b) the
                                              pass-through rate in effect for the payment date for the class of principal
                                              balance certificates (or, in the case of each of the class A-MFL and class A-JFL
                                              certificates, the pass-through rate in effect for such payment date for the
                                              corresponding REMIC II regular interest).

                                              The pass-through rate applicable to the class XP certificates for each payment
                                              date will be as set forth on Annex F to this prospectus supplement.

                                              The references to "net interest rates on the mortgage loans" above in this
                                              "--Pass-Through Rate" subsection mean, as to any particular mortgage loan, an
                                              interest rate that is generally equal to the related mortgage interest rate in
                                              effect as of the date of initial issuance of the offered certificates, minus the
                                              sum of:

                                              o     the annual rate at which the related master servicing fee, including any
                                                    primary servicing fee, is calculated; and

                                              o     the annual rate at which the trustee fee is calculated;

                                              provided that, for each of the mortgage loans that accrues interest on the basis
                                              of the actual number of days elapsed during any one-month interest accrual period
                                              in a year assumed to consist of 360-days, in some months, the "related mortgage
                                              interest rate" referred to above in this sentence will be converted to an annual
                                              rate that would generally produce an equivalent amount of interest accrued on the
                                              basis of an assumed 360-day year consisting of twelve 30-day months. In addition,
                                              interest accrued in January, except during a leap year, or February will be
                                              decreased to reflect any amounts transferred into the interest reserve account and
                                              interest accrued in March will be increased to reflect any amounts transferred out
                                              of the interest reserve account. See "Description of the Offered
                                              Certificates--Interest Reserve Account" in this prospectus supplement.

D.    WEIGHTED AVERAGE LIFE AND
      PRINCIPAL WINDOW.....................   The weighted average life of any class of offered certificates refers to the
                                              average amount of time that will elapse from the date of their issuance until each
                                              dollar to be applied in reduction of the total



                                      S-14





                                              principal balance of those certificates is paid to the investor. The principal
                                              window for any class of offered certificates is the period during which the
                                              holders of that class of offered certificates will receive payments of principal.
                                              The weighted average life and principal window shown in the table on page S-9 of
                                              this prospectus supplement for each class of offered certificates were calculated
                                              based on the following assumptions with respect to each underlying mortgage loan--

                                              o     the related borrower timely makes all payments on the mortgage loan, and

                                              o     that the mortgage loan will not otherwise be prepaid prior to stated
                                                    maturity.

                                              The weighted average life and principal window shown in the table on page S-9 of
                                              this prospectus supplement for each class of offered certificates were further
                                              calculated based on the other modeling assumptions referred to under "Yield and
                                              Maturity Considerations" in, and set forth in the glossary to, this prospectus
                                              supplement.

E.    RATINGS..............................   The ratings shown in the table on page S-9 of this prospectus supplement for the
                                              offered certificates are those of Standard & Poor's Ratings Services, a division
                                              of The McGraw-Hill Companies, Inc., Moody's Investors Service, Inc. and Fitch,
                                              Inc., respectively. It is a condition to their issuance that the respective
                                              classes of the offered certificates receive credit ratings no lower than those
                                              shown in that table. Each of the rating agencies identified above is expected to
                                              perform ratings surveillance with respect to its ratings for so long as the
                                              offered certificates remain outstanding.

                                              The ratings assigned to the respective classes of the offered certificates address
                                              the timely payment of interest and the ultimate payment of principal on or before
                                              the applicable rated final payment date described under "--Relevant Dates and
                                              Periods--Rated Final Payment Date" below.

                                              A security rating is not a recommendation to buy, sell or hold securities and the
                                              assigning rating agency may revise or withdraw its rating at any time.

                                              For a description of the limitations of the ratings of the offered certificates,
                                              see "Ratings" in this prospectus supplement.

                                                        RELEVANT PARTIES

ISSUING ENTITY.............................   The issuing entity is Commercial Mortgage Trust 2007-GG9, a common law trust fund
                                              to be formed on the issue date under the laws of the State of New York pursuant to
                                              a pooling and servicing agreement by and among the depositor, the trustee, the
                                              master servicer and the special servicer. See "The Issuing Entity" in this
                                              prospectus supplement and in the prospectus.

WHO WE ARE/DEPOSITOR.......................   Our name is Greenwich Capital Commercial Funding Corp. We are a special purpose
                                              Delaware corporation. Our principal offices are located at 600 Steamboat Road,
                                              Greenwich, Connecticut 06830. Our main telephone number is (203) 625-2700. We are
                                              an indirect wholly



                                      S-15





                                              owned subsidiary of The Royal Bank of Scotland Group plc and an affiliate of
                                              Greenwich Capital Financial Products, Inc., one of the sponsors and one of the
                                              mortgage loan sellers, and of Greenwich Capital Markets, Inc., one of the
                                              underwriters. We will deposit into the trust the mortgage loans that will back the
                                              series 2007-GG9 certificates. See "Greenwich Capital Commercial Funding Corp." in
                                              the accompanying prospectus.

INITIAL MASTER SERVICER....................   Wachovia Bank, National Association, will act as the initial master servicer under
                                              the pooling and servicing agreement.

                                              The mortgage loans, except for the mortgage loan secured by the Merchandise Mart
                                              property, will be serviced under the pooling and servicing agreement entered into
                                              in connection with the issuance of series 2007-GG9 certificates.

                                              The mortgage loan secured by the Merchandise Mart property will be serviced under
                                              the pooling and servicing agreement entered into in connection with J.P. Morgan
                                              Chase Commercial Mortgage Securities Trust 2006-LDP9 Commercial Mortgage
                                              Pass-Through Certificates, Series 2006-LDP9. The master servicer of the
                                              Merchandise Mart loan under that pooling and servicing agreement is Wachovia Bank,
                                              National Association, a national banking association.

                                              See "The Servicers--The Master Servicer" and "Servicing Under the Pooling and
                                              Servicing Agreement--Servicing of the Non-Serviced Loan Group" in this prospectus
                                              supplement.

                                              The master servicer will be primarily responsible for servicing and administering
                                              the mortgage loans directly or through sub-servicers:

                                              o     as to which there is no default or reasonably foreseeable default that would
                                                    give rise to a transfer of servicing to the special servicer; and

                                              o     as to which any such default or reasonably foreseeable default has been
                                                    corrected, including as part of a work-out.

                                              In addition, the master servicer will be the party primarily responsible for
                                              making principal and interest advances and servicing advances under the pooling
                                              and servicing agreement. See "The Servicers--The Master Servicer" in this
                                              prospectus supplement.

                                              The fee of the master servicer will be payable monthly on a loan-by-loan basis
                                              from amounts received in respect of interest on each underlying mortgage loan
                                              (prior to application of those interest payments to make payments on the
                                              certificates), and will accrue at a rate, calculated on a basis of a 360-day year
                                              consisting of twelve 30-day months equal to a rate per annum equal to the
                                              administrative fee rate set forth on Annex A of this prospectus supplement (net of
                                              the trustee fee rate) and will be computed on the stated principal balance of the
                                              related mortgage loan. In addition, the master servicer will be entitled to retain
                                              certain borrower paid fees and certain income from investment of certain accounts
                                              maintained as part of the trust fund as additional servicing compensation.



                                      S-16





INITIAL SPECIAL SERVICER...................   LNR Partners, Inc., a Florida corporation will act as the initial special servicer
                                              under the pooling and servicing agreement.

                                              The mortgage loans, except for the mortgage loan secured by the Merchandise Mart
                                              property, will be specially serviced under the pooling and servicing agreement
                                              entered into in connection with the issuance of series 2007-GG9 certificates.

                                              The mortgage loan secured by the Merchandise Mart property will be specially
                                              serviced under the pooling and servicing agreement entered into in connection with
                                              J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-LDP9 Commercial
                                              Mortgage Pass-Through Certificates, Series 2006-LDP9. The special servicer under
                                              that pooling and servicing agreement is LNR Partners, Inc., a Florida corporation.

                                              See "The Servicers--The Special Servicer" in this prospectus supplement.

                                              Generally, the special servicer will service a mortgage loan upon the occurrence
                                              of certain events that cause that mortgage loan to become a "specially serviced
                                              mortgage loan." See "The Servicers--The Special Servicer" in this prospectus
                                              supplement. The principal compensation to be paid to the special servicer in
                                              respect of its special servicing activities will be the special servicing fee, the
                                              workout fee and the liquidation fee.

                                              The special servicing fee will accrue at a rate equal to 0.35% per annum on the
                                              stated principal balance of the related specially serviced mortgage loan and will
                                              be payable monthly (with a minimum monthly fee of $4,000 for each specially
                                              serviced mortgage loan and REO property).

                                              A workout fee will generally be payable with respect to each specially serviced
                                              mortgage loan which has become a "corrected mortgage loan" (which will occur (i)
                                              with respect to a specially serviced mortgage loan as to which there has been a
                                              payment default, when the borrower has brought the mortgage loan current and
                                              thereafter made three consecutive full and timely monthly payments, including
                                              pursuant to any workout and (ii) with respect to any other specially serviced
                                              mortgage loan, when the related default is cured or the other circumstances
                                              pursuant to which it became a specially serviced mortgage loan cease to exist in
                                              the good faith judgment of the Special Servicer). The workout fee will be
                                              calculated by application of a workout fee rate of 1.0% to each collection of
                                              interest and principal (including scheduled payments, prepayments, balloon
                                              payments, and payments at maturity) received on the related mortgage loan for so
                                              long as it remains a corrected mortgage loan.

                                              A liquidation fee will be payable with respect to each specially serviced mortgage
                                              loan as to which the special servicer obtains a full or discounted payoff with
                                              respect thereto from the related borrower or which is repurchased by the related
                                              mortgage loan seller outside the applicable cure period and, except as otherwise
                                              described in this prospectus supplement, with respect to any specially serviced
                                              mortgage loan or REO property as to which the special servicer receives any
                                              liquidation proceeds. The liquidation fee for each specially serviced



                                      S-17





                                              mortgage loan will be payable from, and will be calculated by application of a
                                              liquidation fee rate of 1.0% to, the related payment or proceeds. The special
                                              servicer will also be entitled to receive income from investment of funds in
                                              certain accounts and certain fees paid by the borrowers.

                                              The foregoing compensation to the special servicer will be paid from the
                                              applicable distributions on the mortgage loans prior to application of such
                                              distributions to make payments on the certificates, and may result in shortfalls
                                              in payments to series 2007-GG9 certificateholders.

                                              See "Servicing Under the Pooling and Servicing Agreement--Servicing and Other
                                              Compensation and Payment of Expenses" and "Description of the Offered
                                              Certificates--Fees and Expenses" in this prospectus supplement.

INITIAL TRUSTEE............................   LaSalle Bank National Association, a national banking association, will act as the
                                              initial trustee on behalf of all the series 2007-GG9 certificateholders. See "The
                                              Trustee" in this prospectus supplement. The trustee will also act as
                                              authenticating agent and certificate registrar with respect to the certificates.
                                              The trustee will also have, or be responsible for appointing an agent to perform,
                                              additional duties with respect to tax administration. In addition, the trustee
                                              will be primarily responsible for back up advancing if the master servicer fails
                                              to perform its advancing obligations. Following the transfer of the 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 fee of the trustee will be payable monthly on a loan-by-loan basis, and will
                                              accrue at a rate, calculated on a basis of a 360-day year consisting of twelve
                                              30-day months, equal to 0.00033% per annum and will be computed on the basis of
                                              the stated principal balance of the related mortgage loan. See "Description of the
                                              Offered Certificates--Fees and Expenses" in this prospectus supplement.

SPONSORS...................................   Greenwich Capital Financial Products, Inc., a Delaware corporation and Goldman
                                              Sachs Mortgage Company, a New York limited liability partnership, have each acted
                                              as a sponsor with respect to the issuance of the certificates. The sponsors are
                                              the entities that organize and initiate the issuance of the certificates by
                                              selling mortgage loans to the depositor, which in turn will transfer the mortgage
                                              loans to the issuing entity, which will then issue the certificates.

MORTGAGE LOAN SELLERS......................   We will acquire the mortgage loans that are to back the offered certificates,
                                              from--

                                              o     Greenwich Capital Financial Products, Inc., a Delaware corporation, as to
                                                    106 mortgage loans and its 51% interest in one mortgage loan (being jointly
                                                    sold with Lehman Brothers Bank, FSB), representing approximately 52.1% of
                                                    the initial mortgage pool balance, of which 87 mortgage loans are in
                                                    sub-pool 1, representing approximately 49.6% of the initial sub-pool 1
                                                    balance, and 19 mortgage loans are in sub-pool 2, representing approximately
                                                    82.8% of the initial sub-pool 2 balance;

                                              o     Goldman Sachs Mortgage Company, a New York limited partnership, as to 94
                                                    mortgage loans, representing approximately



                                      S-18





                                                    43.1% of the initial mortgage pool balance, of which 89 mortgage loans are
                                                    in sub-pool 1, representing approximately 45.2% of the initial sub-pool 1
                                                    balance, and 5 mortgage loans are in sub-pool 2, representing approximately
                                                    17.2% of the initial sub-pool 2 balance; and

                                              o     Lehman Brothers Bank, FSB, as to its 49% interest in one mortgage loan,
                                                    representing approximately 4.8% of the initial mortgage pool balance and
                                                    representing approximately 5.2% of the initial sub-pool 1 balance
                                                    (representing its portion of the mortgage loan jointly originated with
                                                    Greenwich Capital Financial Products, Inc. as described under
                                                    "--Originators" below).

                                              Greenwich Capital Financial Products, Inc. is an affiliate of the depositor and of
                                              Greenwich Capital Markets, Inc., one of the underwriters. Goldman Sachs Mortgage
                                              Company is an affiliate of Goldman, Sachs & Co., one of the underwriters and
                                              Goldman Sachs Commercial Mortgage Capital, L.P., an originator.

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

ORIGINATORS................................   We are not the originator of any of the mortgage loans that we intend to include
                                              in the trust. Other than the mortgage loans secured by the mortgaged property
                                              identified on Annex A to this prospectus supplement as 1600 North Federal Highway,
                                              Hidden Ridge, 520 Post Oak Boulevard, 4605 Post Oak, Bank of America Motor Bank
                                              and Noble Tech, each of which was acquired by Greenwich Capital Financial
                                              Products, Inc., each mortgage loan seller or its affiliate originated or
                                              co-originated the mortgage loans as to which it is acting as mortgage loan seller.
                                              Greenwich Capital Financial Products, Inc. and Goldman Sachs Commercial Mortgage
                                              Capital, L.P. each originated more than 10% of the mortgage loans in the trust
                                              fund. The mortgage loan secured by the 1600 North Federal Highway property was
                                              originated by Petra Mortgage Capital LLC, and each of the mortgage loans secured
                                              by the Hidden Ridge property, the 520 Post Oak Boulevard property, the 4605 Post
                                              Oak property, the Bank of America Motor Bank property and the Noble Tech property
                                              was originated by NY Credit Funding I, LLC, and each of those mortgage loans was
                                              subsequently acquired by Greenwich Capital Financial Products, Inc. The mortgage
                                              loan secured by the John Hancock Tower & Garage at Clarendon property was
                                              co-originated by Greenwich Capital Financial Products, Inc. and Lehman Brothers
                                              Bank, FSB. The mortgage loan which is part of a split loan structure secured by
                                              the Merchandise Mart property, was co-originated by Goldman Sachs Commercial
                                              Mortgage Capital, L.P. and Eurohypo AG, New York Branch. See "The Sponsors,
                                              Mortgage Loan Sellers and Originators" in this prospectus supplement.

DIRECTING HOLDERS..........................   The directing holder with respect to the mortgage loans will be as follows:

                                              Non-Split Loans. With respect to the mortgage loans included in the trust that are
                                              not part of a split loan structure, the directing holder will be the holder of
                                              certificates representing a majority interest in a designated controlling class of
                                              the series 2007-GG9 certificates. However, the holder of certificates representing
                                              a majority interest in



                                      S-19





                                              the controlling class of the Series 2007-GG9 certificates will have the right to
                                              terminate the special servicer with or without cause.

                                              Split Loans - Tier 1. With respect to the mortgage loan secured by the Victoria
                                              Ward Warehouse & Plaza property, which is part of a split loan structure that has
                                              one senior mortgage loan and one subordinate non-trust mortgage loan, for so long
                                              as a control appraisal event does not exist or the holder or holders of more than
                                              50% of the principal balance of the subordinate non-trust mortgage loan is not the
                                              mortgage loan borrower or a party related to the mortgage loan borrower, the
                                              directing holder will be the holder of the subordinate non-trust mortgage loan,
                                              and while a control appraisal event does exist or the holder or holders of more
                                              than 50% of the principal balance of the subordinate non-trust mortgage loan is
                                              the mortgage loan borrower or a party related to the mortgage loan borrower, the
                                              directing holder will be the holder of certificates representing a majority
                                              interest in a designated controlling class of the series 2007-GG9 certificates.
                                              The directing holder with respect to the tier 1 split loan will have the right to
                                              replace the applicable special servicer with or without cause. The holders of
                                              certificates representing a majority interest in the controlling class of series
                                              2007-GG9 certificates will have non-binding consultation rights with respect to
                                              various matters affecting that mortgage loan.

                                              Split Loans - Tier 2. With respect to the mortgage loans secured by the Poipu
                                              Shopping Village property, the Sheraton Portland property and the Linden Park
                                              property, which are each part of a split loan structure that has one senior
                                              mortgage loan and one subordinate non-trust mortgage loan, for so long as a
                                              control appraisal event does not exist or the holder or holders of more than 50%
                                              of the principal balance of the subordinate non-trust mortgage loan is not the
                                              mortgage loan borrower or a party related to the mortgage loan borrower, the
                                              directing holder will be the holder of the applicable subordinate non-trust
                                              mortgage loan, and while a control appraisal event does exist or the holder or
                                              holders of more than 50% of the principal balance of the subordinate non-trust
                                              mortgage loan is the mortgage loan borrower or a party related to the mortgage
                                              loan borrower, the directing holder will be the holder of certificates
                                              representing a majority interest in a designated controlling class of the series
                                              2007-GG9 certificates. The directing holder with respect to each of the tier 2
                                              split loans will not have the right to replace the applicable special servicer.
                                              Instead, the holders of certificates representing a majority interest in the
                                              controlling class of series 2007-GG9 certificates will have the right to replace
                                              the special servicer with respect to each of the tier 2 split loans and will also
                                              have non-binding consultation rights with respect to certain other matters
                                              affecting that mortgage loan.

                                              Split Loans - Tier 3. With respect to the mortgage loans secured by the Toringdon
                                              III property, the Toringdon V property and the Woodhaven property, which are each
                                              part of a split loan structure that has one senior mortgage loan and one
                                              subordinate non-trust mortgage loan, the directing holder will be the holder of
                                              certificates representing a majority interest in a designated controlling class of
                                              the series 2007-GG9 certificates. The directing holder with respect to each of the
                                              tier 3 split loans will have the right to replace the applicable special servicer
                                              with or without cause. Although, in the case of the tier 3 loans, the holder of
                                              the related subordinate non-trust mortgage loan will not



                                      S-20





                                              be the directing holder, it will however have certain consent rights with respect
                                              to certain waivers or amendments to the mortgage loan unless certain events of
                                              default under the mortgage loan have occurred that trigger a purchase option and
                                              the subordinate holder failed to exercise its purchase option.

                                              For purposes of determining the directing holder of each of the tier 1 split loan
                                              and the tier 2 split loans, a "control appraisal event" will exist if and for so
                                              long as the initial principal balance of the applicable non-trust subordinate
                                              mortgage loan, less principal payments, appraisal reduction amounts and (without
                                              duplication) realized losses allocated thereto is less than 25% of the initial
                                              principal balance of such non-trust subordinate mortgage loan.

                                              Split Loans - Pari Passu. With respect to the mortgage loan secured by the
                                              Merchandise Mart property, which is part of a split loan structure that has a
                                              non-trust pari passu mortgage loan included in the 2006-LDP9 trust, the directing
                                              holder will be the holder of the certificates representing a majority interest in
                                              a designated controlling class of the series 2006-LDP9 certificates.

                                              The directing holder with respect to each mortgage loan will have the right to
                                              select a representative that may advise the applicable special servicer on various
                                              servicing matters.

                                              For a description of certain rights and powers of the directing holder with
                                              respect the mortgage loans, "Servicing Under the Pooling and Servicing
                                              Agreement--Replacement of the Special Servicer" in this prospectus supplement.

                                              Unless there are significant losses on the underlying mortgage loans, the
                                              controlling class of series 2007-GG9 certificateholders will be the holders of a
                                              non-offered class of series 2007-GG9 certificates.

                                              See "Servicing Under the Pooling and Servicing Agreement--The Directing Holders"
                                              in this prospectus supplement.

UNDERWRITERS...............................   Goldman, Sachs & Co., Greenwich Capital Markets, Inc., Banc of America Securities
                                              LLC, Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated and
                                              Wachovia Capital Markets, LLC are the underwriters of this offering. With respect
                                              to this offering--

                                              o     Greenwich Capital Markets, Inc. and Goldman, Sachs & Co. are acting as
                                                    co-lead bookrunning managers, and

                                              o     Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Morgan
                                                    Stanley & Co. Incorporated and Wachovia Capital Markets, LLC are acting as
                                                    co-managers.

                                              Greenwich Capital Markets, Inc. is our affiliate and an affiliate of one of the
                                              sponsors, mortgage loan sellers and originators. Goldman, Sachs & Co. is an
                                              affiliate of one of the sponsors, mortgage loan sellers and originators. See
                                              "Method of Distribution" in this prospectus supplement.



                                      S-21



                           RELEVANT DATES AND PERIODS



CUT-OFF DATE...............................   The cut-off date for each mortgage loan included in the trust that pays in March
                                              2007 will be its due date in March 2007. The cut-off date for any other mortgage
                                              loan included in the trust will be March 6, 2007. Each mortgage loan will be
                                              considered part of the trust as of the cut-off date. All payments and collections
                                              received on the mortgage loans included in the trust after the cut-off date,
                                              excluding any payments or collections that represent amounts due on or before that
                                              date, will belong to the trust.

ISSUE DATE.................................   The date of initial issuance for the offered certificates will be on or about
                                              March 8, 2007.

PAYMENT DATE...............................   Payments on the offered certificates are scheduled to occur monthly, commencing in
                                              April 2007. During any given month, the payment date will be the 10th day of the
                                              month, or if the 10th day is not a business day, then the business day immediately
                                              following the 10th day, provided that the payment date will be at least 4 business
                                              days following the determination date.

DETERMINATION DATE.........................   The determination date with respect to any payment date will be the 6th day of the
                                              same calendar month as that payment date or, if that 6th day is not a business
                                              day, the following business day.

RECORD DATE................................   The record date for each monthly payment on an offered certificate will be the
                                              last business day of the prior calendar month. The registered holders of the
                                              series 2007-GG9 certificates at the close of business on each record date will be
                                              entitled to receive, on the following payment date, any payments on those
                                              certificates, except that the last payment on any offered certificate will be made
                                              only upon presentation and surrender of the certificate.

COLLECTION PERIOD..........................   Amounts available for payment on the offered certificates on any payment date will
                                              depend on the payments and other collections received, and any advances of
                                              payments due, on the underlying mortgage loans during the related collection
                                              period. Each collection period--

                                              o     will relate to a particular payment date,

                                              o     will be approximately one month long,

                                              o     will begin immediately after the prior collection period ends or, in the
                                                    case of the first collection period, will begin immediately after the
                                                    cut-off date, and

                                              o     will end on the determination date.

INTEREST ACCRUAL PERIOD....................   The amount of interest payable with respect to the offered certificates on any
                                              payment date will be calculated based upon the interest accrued during the related
                                              interest accrual period. The interest accrual period for any payment date will be
                                              the preceding calendar month, however, for purposes of determining the interest
                                              due on each class of certificates each interest accrual period will be assumed to
                                              consist of 30 days and each year will be assumed to consist of 360-days.



                                      S-22





RATED FINAL PAYMENT DATE...................   As discussed in this prospectus supplement, the ratings assigned to the respective
                                              classes of offered certificates will represent the likelihood of--

                                              o     timely receipt of all interest to which each certificateholder is entitled
                                                    on each payment date, and

                                              o     the ultimate receipt of all principal to which each certificateholder is
                                                    entitled by the related rated final payment date, which is the final payment
                                                    date used by the rating agencies in providing their ratings.

                                              The rated final payment date for each class of the offered certificates is the
                                              payment date in

ASSUMED FINAL PAYMENT DATE.................   With respect to any class of offered certificates, the assumed final payment date
                                              is the payment date on which the holders of those certificates would be expected
                                              to receive their last payment and the total principal balance of those
                                              certificates would be expected to be reduced to zero, based upon--

                                              o     the assumption that each borrower timely makes all payments on its mortgage
                                                    loan;

                                              o     the assumption that no borrower otherwise prepays its mortgage loan prior to
                                                    stated maturity; and

                                              o     the other modeling assumptions referred to under "Yield and Maturity
                                                    Considerations" in, and set forth in the glossary to, this prospectus
                                                    supplement.

                                              Accordingly, the assumed final payment date for each class of offered certificates
                                              is the payment date in the calendar month and year set forth below for that class:


                                                                                               MONTH AND YEAR OF
                                                           CLASS                          ASSUMED FINAL PAYMENT DATE
                                              --------------------------------      ---------------------------------------

                                                            A-1                                  October 2011
                                                            A-2                                    July 2012
                                                            A-3                                   March 2014
                                                           A-AB                                 September 2016
                                                            A-4                                  January 2017
                                                           A-1-A                                 January 2017
                                                            A-M                                  February 2017
                                                            A-J                                  February 2017
                                                             B                                   February 2017
                                                             C                                   February 2017
                                                             D                                   February 2017
                                                             E                                   February 2017
                                                             F                                   February 2017

                                              The actual final payment date is likely to vary materially from the assumed final
                                              payment date due to potential defaults by borrowers, unanticipated expenses of the
                                              trust and voluntary and involuntary prepayments on the mortgage loans.



                                      S-23



                     DESCRIPTION OF THE OFFERED CERTIFICATES



REGISTRATION AND DENOMINATIONS.............   We intend to deliver the offered certificates in book-entry form in original
                                              denominations of $25,000 initial principal balance and in any greater whole dollar
                                              denominations.

                                              You will initially hold your offered certificates, directly or indirectly, through
                                              The Depository Trust Company, in the United States, or Clearstream Banking,
                                              societe anonyme, or Euroclear Bank as operator of the Euroclear System, in Europe.
                                              As a result, you will not receive a fully registered physical certificate
                                              representing your interest in any offered certificate, except under the limited
                                              circumstances described under "Description of the Offered
                                              Certificates--Registration and Denominations" in this prospectus supplement and
                                              under "Description of the Certificates--Book-Entry Registration" in the
                                              accompanying prospectus.

PAYMENTS

A.    GENERAL..............................   The trustee will make payments of interest and principal to the classes of series
                                              2007-GG9 certificateholders (or in the case of the reference to "A-MFL" below, to
                                              the floating rate account established with respect to the class A-MFL REMIC II
                                              regular interest, and in the case of the reference to "A-JFL" below, to the
                                              floating rate account established with respect to the class A-JFL REMIC II regular
                                              interest) in the following order of priority, subject to available funds:


                                                  PAYMENT ORDER                   CLASS
                                              ----------------------   ---------------------------

                                                        1st               A-1, A-2, A-3, A-AB,
                                                                           A-4, A-1-A, XP, XC*
                                                        2nd                    A-M, A-MFL*
                                                        3rd                    A-J, A-JFL*
                                                        4th                         B
                                                        5th                         C
                                                        6th                         D
                                                        7th                         E
                                                        8th                         F
                                                        9th                         G
                                                       10th                         H
                                                       11th                         J
                                                       12th                         K
                                                       13th                         L
                                                       14th                         M
                                                       15th                         N
                                                       16th                         O
                                                       17th                         P
                                                       18th                         Q
                                                       19th                         S

                                              _____________________

                                              *     The specific allocation of principal payments among the class A-1, class
                                                    A-2, class A-3, class A-AB, class A-4 and class A-1-A certificates, among
                                                    the Class A-M certificates and the class A-MFL REMIC II regular interest and
                                                    among the class A-J certificates and the class A-JFL REMIC II regular
                                                    interest is described under "--C. Payments of Principal" below.

                                              For risks associated with owning subordinate certificates see "Risk Factors--Risks
                                              Related to the Offered Certificates."



                                      S-24





                                              For purposes of making the required payments on the series 2007-GG9 certificates,
                                              for so long as the class A-4 and class A-1-A certificates are outstanding, the
                                              master servicer will separately record the receipt of principal and interest
                                              received in respect of the mortgage loans in sub-pool 1 and the mortgage loans in
                                              sub-pool 2.

                                              Payment of interest to the holders of the class A-1, class A-2, class A-3, class
                                              A-AB, class A-4, class A-1-A, class XP and class XC certificates is to be made
                                              concurrently as follows:

                                              o     available funds attributable to the mortgage loans in sub-pool 1 and/or
                                                    sub-pool 2 will be used to pay interest to the holders of the class XP and
                                                    class XC certificates on a pro rata basis in accordance with the interest
                                                    payable on each of those classes of certificates;

                                              o     available funds attributable to the mortgage loans in sub-pool 1 will be
                                                    used to pay interest to the holders of the class A-1, class A-2, class A-3,
                                                    class A-AB and class A-4 certificates, on a pro rata basis in accordance
                                                    with the interest payable on each of those classes of certificates; and

                                              o     available funds attributable to the mortgage loans in sub-pool 2 will be
                                                    used to pay interest to the holders of class A-1-A certificates;

                                              provided that, if the foregoing allocation would result in a shortfall in the
                                              payment of interest due in respect of any of the class A-1, class A-2, class A-3,
                                              class A-AB, class A-4, class A-1-A, class XP and/or class XC certificates, then
                                              available funds attributable to the entire mortgage pool will be used to pay
                                              interest to the holders of such classes on a pro rata basis in accordance with the
                                              respective amounts of interest payable on each of those classes.

                                              Payments of principal to the holders of series 2007-GG9 principal balance
                                              certificates are to be made as follows:

                                              o     principal collections attributable to the mortgage loans in sub-pool 1 will
                                                    be used to make payments of principal to the holders of the series 2007-GG9
                                                    principal balance certificates other than the class A-1-A certificates in
                                                    the manner described under "--C. Payments of Principal" below; and

                                              o     principal collections attributable to the mortgage loans in sub-pool 2 will
                                                    be used to make payments of principal to the holders of the class A-1-A
                                                    certificates;

                                              provided that, after the principal balance of the class A-4 certificates is
                                              reduced to zero, principal collections attributable to the mortgage loans in
                                              sub-pool 1 are to be used to make payments of principal to the holders of the
                                              class A-1-A certificates until the principal balance of that class is reduced to
                                              zero. Similarly, after the principal balance of the class A-1-A certificates is
                                              reduced to zero, principal collections attributable to the mortgage loans in
                                              sub-pool 2 will be allocated to the other classes of series 2007-GG9 principal
                                              balance certificates in the manner described under "--C. Payments of Principal"
                                              below until the principal balance of each such class is reduced to zero.



                                      S-25





                                              The class XP and class XC certificates entitle holders to payments of interest at
                                              the related pass-through rate, but do not have principal balances and do not
                                              entitle holders to payments of principal.

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

B.    PAYMENTS OF INTEREST.................   Each class of series 2007-GG9 certificates, (other than the class R-I and class
                                              R-II certificates), the class A-MFL REMIC II regular interest and the class A-JFL
                                              REMIC II regular interest will bear interest. In each case, that interest will
                                              accrue during each interest accrual period based upon--

                                              o     the pass-through rate applicable for the particular class or REMIC II
                                                    regular interest for that interest accrual period,

                                              o     the total principal balance or notional amount, as the case may be, of the
                                                    particular class or REMIC II regular interest outstanding immediately prior
                                                    to the related payment date, and

                                              o     the assumption that each year consists of twelve 30-day months (or, in the
                                                    case of each of the class A-MFL and A-JFL certificates, for so long as the
                                                    related swap agreement is in effect and there is no continuing payment
                                                    default thereunder on the part of the swap counterparty, based on the actual
                                                    number of days in that interest accrual period and the assumption that each
                                                    year consists of 360 days).

                                              The borrowers under the mortgage loans are generally prohibited under the related
                                              mortgage loan documents from making whole or partial prepayments that are not
                                              accompanied by a full month's interest on the prepayment. If, however, a whole or
                                              partial voluntary prepayment (or, to the extent it results from the receipt of
                                              insurance proceeds or a condemnation award, a whole or partial involuntary
                                              prepayment) on an underlying mortgage loan is not accompanied by the amount of one
                                              full month's interest on the prepayment, then, as and to the extent described
                                              under "Description of the Offered Certificates--Payments--Payments of Interest" in
                                              this prospectus supplement, the resulting shortfall, less--

                                              o     the amount of the master servicing fee that would have been payable from
                                                    that uncollected interest, and

                                              o     in the case of a voluntary prepayment on a non-specially serviced mortgage
                                                    loan, the applicable portion of the payment made by the master servicer to
                                                    cover prepayment interest shortfalls resulting from voluntary prepayments on
                                                    non-specially serviced mortgage loans during the related collection period,

                                              may be allocated to reduce the amount of accrued interest otherwise payable to the
                                              holders of all of the interest-bearing classes of the series 2007-GG9
                                              certificates, including the offered certificates, on a pro rata basis in
                                              accordance with respective amounts of current accrued interest for those classes.

                                              On each payment date, subject to available funds and the payment priorities
                                              described under "--A. General" above, you will be entitled to receive your
                                              proportionate share of all unpaid distributable interest



                                      S-26





                                              accrued with respect to your class of offered certificates through the end of the
                                              related interest accrual period.

                                              See "Description of the Offered Certificates--Payments--Payments of Interest" and
                                              "--Payments--Priority of Payments" in this prospectus supplement.

C.    PAYMENTS OF PRINCIPAL................   Subject to available funds and the payment priorities described under "Description
                                              of the Offered Certificates--Payments--Priority of Payments" in this prospectus
                                              supplement, the holders of each class of offered certificates will be entitled to
                                              receive a total amount of principal over time equal to the total initial principal
                                              balance of their particular class.

                                              The trustee will be required to make payments of principal attributable to the
                                              mortgage loans in sub-pool 1 in a specified sequential order to ensure that:

                                              o     no payments of principal will be made to the holders of the class A-1
                                                    certificates until the principal balance of the class A-AB certificates is
                                                    reduced to the planned principal balance for the related payment date set
                                                    forth on Annex G to this prospectus supplement;

                                              o     no payments of principal will be made to the holders of the class A-2
                                                    certificates until the total principal balance of the class A-1 certificates
                                                    is reduced to zero and the principal balance of the class A-AB certificates
                                                    is reduced to the planned principal balance for the related payment date set
                                                    forth on Annex G to this prospectus supplement;

                                              o     no payments of principal will be made to the holders of the class A-3
                                                    certificates until the total principal balance of the class A-2 certificates
                                                    is reduced to zero and the principal balance of the class A-AB certificates
                                                    is reduced to the planned principal balance for the related payment date set
                                                    forth on Annex G to this prospectus supplement;

                                              o     no payments of principal in excess of the amount necessary to reduce the
                                                    principal balance of the class A-AB certificates to the planned principal
                                                    balance set forth on Annex G to this prospectus supplement for the related
                                                    payment date will be made to the holders of the class A-AB certificates
                                                    until the total principal balance of the class A-3 certificates is reduced
                                                    to zero;

                                              o     no payments of principal will be made to the holders of the class A-4
                                                    certificates until the total principal balance of the class A-3 and class
                                                    A-AB certificates is reduced to zero;

                                              o     no payments of principal will be made to the holders of the class A-M
                                                    certificates and the class A-MFL certificates (through the A-MFL REMIC II
                                                    regular interest) until the total balance of the class A-4 and class A-1-A
                                                    certificates is reduced to zero, and payments of principal will be made to
                                                    the holders of the class A-M certificates and class A-MFL certificates
                                                    (through the class A-MFL REMIC II regular interest) on a pro rata basis;



                                      S-27





                                              o     no payments of principal will be made to the holders of the class A-J
                                                    certificates and the class A-JFL certificates (through the A-JFL REMIC II
                                                    regular interest) until the total balance of the class A-MFL certificates
                                                    and the class A-MFL REMIC II regular interest is reduced to zero, and
                                                    payments of principal will be made to the holders of the class A-J
                                                    certificates and class A-JFL certificates (through the class A-JFL REMIC II
                                                    regular interest) on a pro rata basis;

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

                                              o     no payments of principal will be made to the holders of any non-offered
                                                    class of series 2007-GG9 certificates (other than the class A-MFL
                                                    certificates (through the class A-MFL REMIC II regular interest) and the
                                                    class A-JFL certificates (through the class A-JFL REMIC II regular
                                                    interest)) until the total principal balance of the offered certificates is
                                                    reduced to zero.

                                              The trustee will be required to make payments of principal attributable to the
                                              mortgage loans in sub-pool 2 to the holders of the class A-1-A certificates.

                                              After the principal balance of the class A-4 certificates is reduced to zero, the
                                              trustee will be required to distribute principal collections attributable to the
                                              mortgage loans in sub-pool 1 to the holders of the class A-1-A certificates until
                                              the principal balance of such class is reduced to zero. Similarly, after the
                                              principal balance of the class A-1-A certificates is reduced to zero, the trustee
                                              will be required to distribute principal collections attributable to the mortgage
                                              loans in sub-pool 2 to the other classes of series 2007-GG9 principal balance
                                              certificates in the manner described above until the principal balance of each
                                              such class is reduced to zero.

                                              Because of losses on the underlying mortgage loans and/or default-related or other
                                              unanticipated expenses of the trust, the total principal balance of the class A-M
                                              certificates, class A-MFL certificates (through the class A-MFL REMIC II regular
                                              interest), class A-J certificates, class A-JFL certificates (through the class
                                              A-JFL REMIC II regular interest) and class B, class C, class D, class E, class F,
                                              class G, class H, class J, class K, class L, class M, class N, class O, class P,
                                              class Q and class S certificates could be reduced to zero at a time when the class
                                              A-1, class A-2, class A-3, class A-AB, class A-4 and class A-1-A certificates
                                              remain outstanding. See "Risk Factors--The Investment Performance of Your Offered
                                              Certificates Will Depend Upon Payments, Defaults and Losses on the Underlying
                                              Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly
                                              Unpredictable" in the accompanying prospectus. Under those circumstances, any
                                              payments of principal on the class A-1, class A-2, class A-3, class A-AB, class
                                              A-4 and class A-1-A certificates will be made on a pro rata basis in accordance
                                              with their respective principal balances.



                                      S-28





                                              The interest-only certificates and class R-I and class R-II certificates do not
                                              have principal balances and do not entitle their holders to payments of principal.

                                              The total payments of principal to be made on the series 2007-GG9 certificates on
                                              any payment date will be a function of--

                                              o     the amount of scheduled payments of principal due or, in some cases, deemed
                                                    due on the mortgage loans during the related collection period, which
                                                    payments are either received as of the end of that collection period or
                                                    advanced by the master servicer or the trustee; and

                                              o     the amount of any prepayments and other unscheduled collections of
                                                    previously unadvanced principal with respect to the mortgage loans that are
                                                    received during the related collection period.

                                              However, if the master servicer, the special servicer or the trustee reimburses
                                              itself (or the master servicer, special servicer or trustee under the 2006-LDP9
                                              pooling and servicing agreement with respect to the Merchandise Mart loan is
                                              reimbursed) for advances out of principal collections on the mortgage loans for
                                              any advance that it has determined is not recoverable out of collections on the
                                              mortgage loan for which those advances were made or for any work-out delayed
                                              reimbursement amounts, as described under "Description of the Offered
                                              Certificates--Reimbursement of Advances" in this prospectus supplement, then the
                                              total payments of principal to be made on the series 2007-GG9 principal balance
                                              certificates on the corresponding payment date will be reduced by the amount of
                                              such reimbursement.

                                              See "Description of the Offered Certificates--Payments--Payments of Principal" and
                                              "--Payments--Priority of Payments" in this prospectus supplement.

D.    PAYMENTS OF PREPAYMENT
      PREMIUMS AND YIELD
      MAINTENANCE CHARGES..................   If any prepayment premium or yield maintenance charge is collected on any of the
                                              mortgage loans, then the trustee will pay that amount in the proportions described
                                              under "Description of the Offered Certificates--Payments--Payments of Prepayment
                                              Premiums and Yield Maintenance Charges" in this prospectus supplement, to--

                                              o     the holders of any of the class A-1, class A-2, class A-3, class A-AB, class
                                                    A-4, class A-1-A, class A-M, class A-J, class B, class C, class D, class E,
                                                    class F, class G, class H, class J and class K certificates that are then
                                                    entitled to receive payments of principal on that payment date and/or to the
                                                    floating rate account established with respect to the class A-MFL REMIC II
                                                    regular interest and/or the class A-JFL REMIC II regular interest, as
                                                    described in this prospectus supplement from the sub-pool of which the
                                                    mortgage loan is a part, to the extent funds are available, and

                                              o     any remaining amounts to the holders of the class XC certificates.



                                      S-29





REDUCTIONS OF CERTIFICATE
   PRINCIPAL BALANCES IN
   CONNECTION WITH LOSSES ON THE
   UNDERLYING MORTGAGE LOANS
   AND DEFAULT-RELATED AND OTHER
   UNANTICIPATED EXPENSES..................   Future losses on the underlying mortgage loans and/or default-related and other
                                              unanticipated expenses of the trust may cause the total principal balance of the
                                              mortgage pool, net of advances of principal, to fall below the total principal
                                              balance of the series 2007-GG9 certificates. If and to the extent that losses and
                                              expenses on the mortgage loans cause a deficit to exist following the payments
                                              made on the series 2007-GG9 certificates on any payment date, the total principal
                                              balances of the following classes of series 2007-GG9 certificates (or in the case
                                              of the reference to (i) "A-MFL" below, the class A-MFL REMIC II regular interest,
                                              and (ii) "A-JFL" below, the class A-JFL REMIC II regular interest) will be
                                              sequentially reduced in the following order, until that deficit is eliminated:


                                                     REDUCTION ORDER                         CLASS
                                               ----------------------------     --------------------------------

                                                            1st                                S
                                                            2nd                                Q
                                                            3rd                                P
                                                            4th                                O
                                                            5th                                N
                                                            6th                                M
                                                            7th                                L
                                                            8th                                K
                                                            9th                                J
                                                           10th                                H
                                                           11th                                G
                                                           12th                                F
                                                           13th                                E
                                                           14th                                D
                                                           15th                                C
                                                           16th                                B
                                                           17th                            A-J, A-JFL
                                                           18th                            A-M, A-MFL
                                                           19th                   A-1, A-2, A-3, A-AB, A-4 and
                                                                                          class A-1-A

                                              Any reduction to the respective total principal balances of the class A-1, class
                                              A-2, class A-3, class A-AB, class A-4 and class A-1-A certificates will be made on
                                              a pro rata basis in accordance with the relative sizes of those principal balances
                                              at the time of reduction. Any reduction to the respective principal amounts of the
                                              class A-M certificates and class A-MFL certificates (through the reduction of the
                                              principal amount of the A-MFL REMIC II regular interest) will be made on a pro
                                              rata basis in accordance with the relative sizes of those principal balances at
                                              the time of reduction. Any reduction to the respective principal amounts of the
                                              class A-M certificates and class A-JFL certificates (through the reduction of the
                                              principal amount of the A-JFL REMIC II regular interest) will be made on a pro
                                              rata basis in accordance with the relative sizes of those principal balances at
                                              the time of reduction.

                                              Any losses and expenses that are associated with any mortgage loans with pari
                                              passu companion mortgage loans will generally be allocated pro rata among the pari
                                              passu mortgage loans secured by the



                                      S-30





                                              respective properties in accordance with the related intercreditor agreement or
                                              co-lender agreement, as applicable. In each case, the portion of such losses and
                                              expenses that is allocated to the mortgage loan will be allocated among the series
                                              2007-GG9 certificates in the manner described above.

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

ADVANCES OF DELINQUENT
   MONTHLY DEBT SERVICE PAYMENTS...........   Except as described below in this subsection, the master servicer will be required
                                              to make advances with respect to any delinquent scheduled debt service payments,
                                              other than balloon payments, due on the mortgage loans, in each case net of
                                              related master servicing fees (which include any applicable primary servicing
                                              fees) and workout fees. In addition, the trustee must make any of those advances
                                              that the master servicer is required, but fails, to make. As described under
                                              "Description of the Offered Certificates--Advances of Delinquent Monthly Debt
                                              Service Payments" in this prospectus supplement, any party that makes an advance
                                              will be entitled to be reimbursed for the advance, together with interest at the
                                              prime rate described in that section of this prospectus supplement.

                                              Notwithstanding the foregoing, neither the master servicer nor the trustee will be
                                              required to make any advance that it determines will not be recoverable from
                                              proceeds of the related mortgage loan.

                                              In addition, if any of the adverse events or circumstances that we refer to under
                                              "Servicing Under the Pooling and Servicing Agreement--Required Appraisals" in, and
                                              identify in the glossary to, this prospectus supplement, occurs or exists with
                                              respect to any mortgage loan or the mortgaged property for that mortgage loan
                                              (excluding the non-serviced mortgage loans), a new appraisal (or, in some cases
                                              involving mortgage loans or mortgaged properties with principal balances or
                                              allocated loan amounts, as the case may be, of less than $2,000,000, a valuation
                                              estimate of that property) must be obtained or conducted. If, based on that
                                              appraisal or other valuation, it is determined that the principal balance of, and
                                              other delinquent amounts due under, the mortgage loan, exceed an amount equal to--

                                              o     90% of the new estimated value of that real property, plus

                                              o     certain escrows and reserves and any letters of credit constituting
                                                    additional security for the mortgage loan, minus

                                              o     the amount of any obligations secured by liens on the property, which liens
                                                    are prior to the lien of the mortgage loan,

                                              then the amount otherwise required to be advanced with respect to that mortgage
                                              loan will be reduced. The reduction will generally be in the same proportion that
                                              the excess, sometimes referred to as an appraisal reduction amount, bears to the
                                              principal balance of the mortgage loan, net of related advances of principal. Due
                                              to the payment priorities, any reduction in advances on the mortgage loans will
                                              reduce the funds available to pay interest on the most subordinate
                                              interest-bearing class of series 2007-GG9 certificates then outstanding.



                                      S-31





                                              With respect to the Merchandise Mart mortgage loan that is in a split loan
                                              structure and is being serviced pursuant to a pooling and servicing agreement
                                              entered into in connection with another securitization,

                                              o     the master servicer under this pooling agreement is the party that is
                                                    responsible for making P&I advances for the mortgage loan in that split loan
                                                    structure that is included in this trust, and

                                              o     that mortgage loan will be subject to appraisal reduction provisions under
                                                    the 2006-LDP9 pooling and servicing agreement that are similar, but may not
                                                    be identical, to the appraisal reduction provisions described above.

                                              See "Description of the Offered Certificates--Advances of Delinquent Monthly Debt
                                              Service Payments" and "Servicing Under the Pooling and Servicing
                                              Agreement--Required Appraisals" in this prospectus supplement. See also
                                              "Description of the Certificates--Advances" in the accompanying prospectus.

REPORTS TO CERTIFICATEHOLDERS..............   On each payment date, the trustee will make available to the registered holders of
                                              the series 2007-GG9 certificates a monthly payment date statement substantially in
                                              the form of Annex E to this prospectus supplement. The trustee's report will
                                              detail, among other things, the payments made to the series 2007-GG9
                                              certificateholders on that payment date and the performance of the mortgage loans
                                              in the trust and the mortgaged properties. The trustee will also make available to
                                              the registered holders of the offered certificates, via its website, initially
                                              located at "www.etrustee.net," any such report at our request.

                                              You may also review via the trustee's website or upon reasonable prior notice, at
                                              the trustee's offices during normal business hours a variety of information and
                                              documents that pertain to the mortgage loans in the trust and the properties
                                              securing those mortgage loans. We expect that the available information and
                                              documents will include loan documents, borrower operating statements, rent rolls
                                              and property inspection reports, to the extent received by the trustee.

                                              See "Description of the Offered Certificates--Reports to Certificateholders;
                                              Available Information" in this prospectus supplement.

OPTIONAL TERMINATION.......................   Specified parties to the transaction may terminate the trust by purchasing the
                                              remaining trust assets when the total principal balance of the mortgage pool, net
                                              of advances of principal, is less than 1.0% of the initial mortgage pool balance.
                                              See "Description of the Offered Certificates--Termination" in this prospectus
                                              supplement.

REPURCHASE OBLIGATION......................   Each mortgage loan seller will make certain representations and warranties with
                                              respect to the mortgage loans sold by it, as described in this prospectus
                                              supplement under "Description of the Mortgage Pool--Representations and
                                              Warranties." 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, then that mortgage loan seller will be
                                              required to either cure such breach or repurchase the affected mortgage loan from
                                              the trust fund. If the related mortgage loan seller opts to repurchase the
                                              affected mortgage loan, the repurchase would have the same effect on the offered



                                      S-32





                                              certificates as a prepayment in full of that mortgage loan, except that the
                                              purchase will not be accompanied by any prepayment premium or yield maintenance
                                              charge. See "Description of the Mortgage Pool--Cures and Repurchases" in this
                                              prospectus supplement.

SALE OF DEFAULTED LOANS....................   After any mortgage loan in the trust has become a specially serviced mortgage loan
                                              as to which an event of default has occurred or is reasonably foreseeable, the
                                              special servicer will give notice of that event to the trustee, and the trustee
                                              will promptly notify each holder of certificates of the series 2007-GG9
                                              controlling class. The special servicer, any single certificateholder or group of
                                              series 2007-GG9 certificateholders with a majority interest in the series 2007-GG9
                                              controlling class and any assignees of the foregoing parties will have the option
                                              to purchase that specially serviced mortgage loan at a price generally equal to
                                              the sum of--

                                              o     the outstanding principal balance of the mortgage loan,

                                              o     all accrued and unpaid interest on the mortgage loan, other than default
                                                    interest,

                                              o     all unreimbursed servicing advances with respect to the mortgage loan, and

                                              o     all unpaid interest accrued on advances made by the master servicer, the
                                                    special servicer and/or the trustee with respect to that mortgage loan.

                                              See "Servicing Under the Pooling and Servicing Agreement--Fair Value Option" in
                                              this prospectus supplement.

                                              In addition, certain of the mortgage loans are subject to a purchase option upon
                                              certain events of default exercisable by a subordinate lender or mezzanine lender.

           THE UNDERLYING MORTGAGE LOANS AND THE MORTGAGED PROPERTIES

GENERAL....................................   In this section, "--The Underlying Mortgage Loans and the Mortgaged Properties,"
                                              we provide summary information with respect to the mortgage loans that we intend
                                              to include in the trust. The trust's primary assets will be 201 fixed rate
                                              mortgage loans, each evidenced by one or more promissory notes secured by first
                                              mortgages, deeds of trust or similar security instruments on 310 commercial and
                                              multifamily properties, or in the case of 13 mortgaged properties, the leasehold
                                              estate in those properties, or in the case of 5 mortgaged properties, the fee and
                                              leasehold estate in those properties. For more detailed information regarding
                                              those mortgage loans, you should review the following sections in this prospectus
                                              supplement:

                                              o     "Description of the Mortgage Pool";

                                              o     "Risk Factors--Risks Related to the Underlying Mortgage Loans";

                                              o     "Annex A--Certain Characteristics of the Underlying Mortgage Loans"; and

                                              o     "Annex B--Structural and Collateral Term Sheet."



                                      S-33





                                              For purposes of calculating distributions on the respective classes of series
                                              2007-GG9 certificates, the pool of mortgage loans will be divided into the
                                              following two sub-pools:

                                              o     Sub-pool 1, which will consist of all of the mortgage loans that are secured
                                                    by property types other than multifamily and manufactured housing
                                                    properties. Sub-pool 1 will consist of 177 mortgage loans, with an initial
                                                    sub-pool 1 balance of $6,082,438,864 representing approximately 92.5% of the
                                                    initial mortgage pool balance.

                                              o     Sub-pool 2, which will consist of all of the mortgage loans that are secured
                                                    by multifamily and manufactured housing properties. Sub-pool 2 will consist
                                                    of 24 mortgage loans, with an initial sub-pool 2 balance of $493,485,000,
                                                    representing approximately 7.5% of the initial mortgage pool balance.

                                              Annex A to this prospectus supplement identifies which mortgage loans are included
                                              in each of sub-pool 1 and sub-pool 2.

                                              When reviewing the information that we have included in this prospectus supplement
                                              with respect to the mortgage loans that are to back the offered certificates,
                                              please note the following:

                                              o     All numerical information provided with respect to the mortgage loans is
                                                    provided on an approximate basis.

                                              o     The sum of the numerical data in any column of any table presented in this
                                                    prospectus supplement may not equal the indicated total due to rounding.

                                              o     All weighted average information provided with respect to the mortgage loans
                                                    reflects a weighting based on their respective cut-off date principal
                                                    balances. We will transfer the cut-off date principal balance for each of
                                                    the mortgage loans to the trust. We show the cut-off date principal balance
                                                    for each of the mortgage loans on Annex A to this prospectus supplement.

                                              o     If any of the mortgage loans are secured by multiple properties located in
                                                    more than one state, a portion of the principal balance of that mortgage
                                                    loan has been allocated to each of those properties as set forth in Annex A
                                                    to this prospectus supplement.

                                              o     When information with respect to mortgaged properties is expressed as a
                                                    percentage of the initial mortgage pool balance or sub-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 Annex A to this
                                                    prospectus supplement.

                                              o     Certain of the mortgage loans are secured by a mortgaged property that also
                                                    secures another loan that is not included in the trust, which mortgage loan
                                                    may be subordinated to or pari passu in right of payment with the other
                                                    mortgage loan included in the trust. See "Description of the Mortgage
                                                    Pool--Split Loan Structure" and "--



                                      S-34





                                                    Additional Loan and Property Information--Other Financing" in this
                                                    prospectus supplement.

                                              o     All information presented in this prospectus supplement with respect to a
                                                    mortgage loan with one or more pari passu or subordinate companion loans was
                                                    calculated without regard to the related pari passu or subordinate companion
                                                    loans, unless otherwise indicated.

                                              o     The loan amount used in this prospectus supplement for purposes of
                                                    calculating the loan-to-value ratio, debt-service coverage ratio and loan
                                                    per square foot/unit for each of the mortgage loans in a split loan
                                                    structure with pari passu companion loans is the aggregate principal balance
                                                    of the mortgage loan and the related pari passu companion loans.

                                              o     Statistical information regarding the mortgage loans may change prior to the
                                                    date of initial issuance of the offered certificates due to changes in the
                                                    composition of the mortgage pool prior to that date.

                                              o     The general characteristics of the entire mortgage pool are not necessarily
                                                    representative of the general characteristics of either sub-pool 1 or
                                                    sub-pool 2. The yield and risk of loss on any class of offered certificates
                                                    will depend on, among other things, the composition of each of sub-pool 1
                                                    and sub-pool 2. The general characteristics of each of those sub-pools
                                                    should also be analyzed when making an investment decision. See
                                                    "--Additional Statistical Information" below.

PAYMENT AND OTHER TERMS....................   Each of the mortgage loans that we intend to include in the trust is the
                                              obligation of a borrower to repay a specified sum with a fixed rate of interest.

                                              The repayment obligation of each of the mortgage loans that we intend to include
                                              in the trust is evidenced by a promissory note executed by the related borrower
                                              and is secured by a mortgage lien on the fee and/or leasehold interest of the
                                              related borrower or another party in one or more commercial or multifamily
                                              properties. Except for limited permitted encumbrances, generally described as
                                              "Permitted Encumbrances" in the glossary to this prospectus supplement, each
                                              mortgage lien will be a first priority lien.

                                              All of the mortgage loans that we intend to include in the trust are or should be
                                              considered nonrecourse. None of the mortgage loans is insured or guaranteed by any
                                              governmental agency or instrumentality or by any private mortgage insurer or by
                                              the depositor, the underwriters, any mortgage loan seller, or any other party.

                                              Each of the mortgage loans that we intend to include in the trust currently
                                              accrues interest at the annual rate specified with respect to that mortgage loan
                                              on Annex A to this prospectus supplement. Except as otherwise described in this
                                              prospectus supplement with respect to one mortgage loan that has an interest rate
                                              that steps up during the term of the mortgage loan, the mortgage interest rate for
                                              each mortgage loan is, in the absence of default, fixed for the entire term of the
                                              loan.



                                      S-35





                                              The following chart identifies payment dates for the mortgage loans, subject, in
                                              some cases, to a next business day convention, and the applicable grace periods:





                                                % OF          NUMBER OF                      NUMBER OF
                              NUMBER OF       INITIAL         MORTGAGE      % OF INITIAL      MORTGAGE      % OF INITIAL
                 GRACE        MORTGAGE        MORTGAGE        LOANS IN       SUB-POOL 1       LOANS IN       SUB-POOL 2
  DUE DATE     PERIOD(1)        LOANS       POOL BALANCE     SUB-POOL 1        BALANCE       SUB-POOL 2        BALANCE
 ----------   -----------   ------------   --------------   ------------   --------------   ------------   --------------

     1st         (2)              1              5.3%             1             5.8%              0             0.0%
     1st          5              15              2.3%            15             2.5%              0             0.0%
     1st          0               1              0.1%             1             0.1%              0             0.0%
     6th          0             182             91.5%           158            90.8%             24           100.0%
     6th          3(3)            1              0.6%             1             0.7%              0             0.0%
     6th          5(4)            1              0.1%             1             0.2%              0             0.0%


_____________________

(1)   As used in this prospectus supplement, "grace period" is the number of
      days before a payment default is an event of default under the mortgage
      loan. See Annex A to this prospectus supplement for information on the
      number of days before late payment charges are due under each mortgage
      loan.

(2)   With respect to the mortgage loan secured by the mortgaged property
      identified on Annex A to this prospectus supplement as 590 Madison Avenue,
      representing approximately 5.3% of the initial mortgage pool balance and
      5.8% of the initial sub-pool 1 balance, the event of default occurs on the
      later of the 6th day of each month or the second business day after
      receipt of written notice that the payment is delinquent.

(3)   With respect to the mortgage loan secured by the mortgaged property
      identified on Annex A to this prospectus supplement as Victoria Ward
      Warehouse & Plaza, representing approximately 0.6% of the initial mortgage
      pool balance and 0.7% of the initial sub-pool 1 balance, the borrower has
      a 3-day grace period once per twelve month period.

(4)   With respect to the mortgage loan secured by the mortgaged property
      identified on Annex A to this prospectus supplement as Marketplace,
      representing approximately 0.1% of the initial mortgage pool balance and
      0.2% of the initial sub-pool 1 balance, the borrower has a 5-day grace
      period once per calendar year.



                                              The following chart identifies the amortization characteristics for the mortgage
                                              loans:




                                                              % OF
                                                            INITIAL    NUMBER OF      % OF      NUMBER OF      % OF
                                                NUMBER OF   MORTGAGE    MORTGAGE     INITIAL     MORTGAGE     INITIAL
                                                MORTGAGE      POOL      LOANS IN    SUB-POOL     LOANS IN    SUB-POOL
                                                  LOANS     BALANCE    SUB-POOL 1   1 BALANCE   SUB-POOL 2   2 BALANCE
                                                ---------   --------   ----------   ---------   ----------   ---------

Interest-Only..............................         87        76.4%        74         76.6%         13         72.8%
Interest-Only then Amortization(1).........         83        18.2%        72         17.4%         11         27.2%
Amortizing Balloon Loans(2)................         29         5.4%        29          5.8%          0          0.0%
Fully Amortizing...........................          2         0.1%         2          0.1%          0          0.0%


_____________________

(1)   Interest-only periods range from 12 to 84 months.

(2)   Does not include partial interest-only loans.



SPLIT LOAN STRUCTURE.......................   Each mortgage loan identified in the table below is or may become part of a split
                                              loan structure, comprised of two or more mortgage loans that are secured by a
                                              single mortgage instrument on the same mortgaged property. The mortgage loans in a
                                              split loan structure that are not included in the mortgage pool (also referred to
                                              as companion loans) may be subordinated and/or pari passu in right of payment with
                                              the mortgage loan included in the trust.

                                              The payment priority between the mortgage loans in a split loan structure is as
                                              follows--

                                              o     with respect to the mortgage loans identified in the table below as Victoria
                                                    Ward Warehouse & Plaza, Poipu Shopping Village,



                                      S-36





                                                    Sheraton Portland, Linden Park, Toringdon III, Toringdon V and Woodhaven
                                                    (which are each comprised of one senior and one subordinate mortgage loan),
                                                    prior to certain defaults, the mortgage loan in the trust and the mortgage
                                                    loan outside the trust are generally pari passu in right of payment and
                                                    subsequent to such defaults the mortgage loan in the trust is senior in
                                                    right of payment to the subordinate mortgage loan outside the trust; and

                                              o     with respect to the mortgage loan identified in the table below as
                                                    Merchandise Mart, the mortgage loan included in the trust is always pari
                                                    passu in right of payment with the mortgage loan outside the trust. See
                                                    "Annex B--Structural and Collateral Term Sheet--Ten Largest Mortgage
                                                    Loans--Merchandise Mart" in this prospectus supplement.

                                              See "Description of the Mortgage Pool--Split Loan Structure" in this prospectus
                                              supplement.




                                          % OF                    AGGREGATE
                           TRUST        INITIAL        % OF       NON-TRUST                                  CONTROLLING
                          MORTGAGE      MORTGAGE     INITIAL       MORTGAGE      NON-TRUST     NON-TRUST      POOLING &
                            LOAN          POOL      SUB-POOL 1       LOAN         B NOTE       PARI PASSU     SERVICING
   MORTGAGE LOAN          BALANCE      BALANCE(1)   BALANCE(1)     BALANCE        BALANCE     LOAN BALANCE   AGREEMENT(2)
- --------------------   -------------   ----------   ----------   ------------   -----------   ------------   ------------

Merchandise Mart....   $ 175,000,000      2.7%         2.9%      $175,000,000       N/A       $175,000,000    2006-LDP9
Victoria Ward
   Warehouse &
   Plaza............   $  40,000,000      0.6%         0.7%      $ 28,500,000   $28,500,000       N/A          2007-GG9
Poipu Shopping
   Village..........   $  29,120,000      0.4%         0.5%      $  2,880,000   $ 2,880,000       N/A          2007-GG9
Sheraton Portland...   $  15,360,000      0.2%         0.3%      $  2,140,000   $ 2,140,000       N/A          2007-GG9
Linden Park.........   $  14,000,000      0.2%         0.2%      $  2,300,000   $ 2,300,000       N/A          2007-GG9
Toringdon III.......   $  12,650,000      0.2%         0.2%      $    790,625   $   790,625       N/A          2007-GG9
Toringdon V.........   $  10,424,000      0.2%         0.2%      $    651,500   $   651,500       N/A          2007-GG9
Woodhaven...........   $   8,808,600      0.1%         0.1%      $    490,000   $   490,000       N/A          2007-GG9




                         INITIAL       INITIAL
                         MASTER        SPECIAL
   MORTGAGE LOAN       SERVICER(3)   SERVICER(4)
- --------------------   -----------   -----------

Merchandise Mart....    Wachovia         LNR
Victoria Ward
   Warehouse &
   Plaza............    Wachovia         LNR
Poipu Shopping
   Village..........    Wachovia         LNR
Sheraton Portland...    Wachovia         LNR
Linden Park.........    Wachovia         LNR
Toringdon III.......    Wachovia         LNR
Toringdon V.........    Wachovia         LNR
Woodhaven...........    Wachovia         LNR


_____________________

(1)   All of the mortgaged properties in this table secure mortgage loans that
      are part of sub-pool 1.

(2)   2006-LDP9 refers to the pooling and servicing agreement entered into in
      connection with J.P. Morgan Chase Commercial Mortgage Securities Trust
      2006-LDP9 Commercial Mortgage Pass-Through Certificates, Series 2006-LDP9.
      2007-GG9 refers to the pooling and servicing agreement for this
      transaction.

(3)   Wachovia refers to Wachovia Bank, National Association.

(4)   LNR refers to LNR Partners, Inc.



OTHER INDEBTEDNESS.........................   Except with respect to the mortgage loans in a loan group, as identified above,
                                              under "--Split Loan Structure," the mortgage loans generally prohibit the related
                                              borrowers from incurring subordinate indebtedness, secured or unsecured, other
                                              than debts, including general trade receivables, arising in the ordinary course of
                                              business. Certain exceptions are discussed under "Risk Factors--Risks Related to
                                              the Underlying Mortgage Loans--Some of the Mortgaged Properties Are or May Be
                                              Encumbered by Additional Debt" and "Description of the Mortgage Pool--Additional
                                              Loan and Property Information--Other Financing" in this prospectus supplement. For
                                              a description of the existing and permitted mezzanine debt, see "Description of
                                              the Mortgage Pool--Additional Loan and Property Information--Other Financing" in
                                              this prospectus supplement. For a description of the risks relating to other
                                              financings, see "Risk Factors--Risks Related to the Underlying Mortgage
                                              Loans--Some of the Mortgaged Properties Are or May Be Encumbered by Additional
                                              Debt" in this prospectus supplement.



                                      S-37





DELINQUENCY STATUS.........................   None of the mortgage loans that we intend to include in the trust was 30 days or
                                              more delinquent with respect to any monthly debt service payment as of the cut-off
                                              date or at any time during the 12-month period preceding that date.

LOCKBOX TERMS..............................   88 of the mortgage loans, representing approximately 83.0% of the initial mortgage
                                              pool balance, of which 80 mortgage loans are in sub-pool 1, representing
                                              approximately 84.6% of the initial sub-pool 1 balance, and 8 mortgage loans are in
                                              sub-pool 2, representing approximately 62.8% of the initial sub-pool 2 balance,
                                              contain provisions for the payment of all rent and/or other income derived from
                                              the related mortgaged properties into a lockbox account.

                                              The above-referenced mortgage loans provide for the following types of lockbox
                                              accounts:


                                                                       MORTGAGE POOL

                                                                                     NUMBER OF    % OF INITIAL
                                                                                     MORTGAGE       MORTGAGE
                                                       TYPE OF LOCKBOX                 LOANS      POOL BALANCE
                                              ----------------------------------     ---------    ------------

                                              Hard..............................        69           74.8%
                                              Soft..............................        18            6.7%
                                              Springing.........................         1            1.5%


                                                                         SUB-POOL 1

                                                                                     NUMBER OF
                                                                                      MORTGAGE      INITIAL
                                                                                      LOANS IN     SUB-POOL 1
                                                       TYPE OF LOCKBOX               SUB-POOL 1     BALANCE
                                              ----------------------------------     ----------   ------------

                                              Hard..............................        68           80.1%
                                              Soft..............................        11            3.0%
                                              Springing.........................         1            1.6%


                                                                         SUB-POOL 2

                                                                                     NUMBER OF
                                                                                      MORTGAGE      INITIAL
                                                                                      LOANS IN     SUB-POOL 2
                                                       TYPE OF LOCKBOX               SUB-POOL 2     BALANCE
                                              ----------------------------------     ----------   ------------

                                              Hard..............................         1           10.1%
                                              Soft..............................         7           52.7%

                                              In general, "HARD" means that tenants at the mortgaged property have been
                                              instructed to send rent payments directly to the lockbox bank; "SPRINGING" means
                                              that the tenants at the mortgaged property are instructed to send rent payments
                                              directly to the lockbox bank upon the occurrence of one or more trigger events
                                              specified in the loan documents; "SOFT" means that tenants send or deliver rent
                                              payments to the borrower or property manager who is required to send rents to the
                                              lockbox account. A more complete description of "soft," "springing" and "hard"
                                              lockbox accounts with respect to the above referenced mortgage loans is set forth
                                              under "Description of the Mortgage Pool--Additional Loan and Property
                                              Information--Lockboxes" in this prospectus supplement.



                                      S-38





PREPAYMENT LOCK-OUT
   PERIODS AND DEFEASANCE..................   All of the mortgage loans (other than the mortgage loans identified on Annex A to
                                              this prospectus supplement as Peachtree Center, Southern California Portfolio,
                                              Hidden Ridge, First Industrial 3, Townhouse Center and First Industrial 5) contain
                                              provisions for a prepayment lock-out period that is currently in effect. A
                                              lock-out period is a period during which the principal balance of a mortgage loan
                                              may not be voluntarily prepaid in whole or in part. See "Description of the
                                              Mortgage Pool--Terms and Conditions of the Trust Mortgage Loans--Prepayment
                                              Provisions" in this prospectus supplement.




                              DEFEASANCE/PREPAYMENT

                                                                      % OF                     % OF                     % OF
                                         NUMBER       AGGREGATE      INITIAL    NUMBER OF     INITIAL     NUMBER OF    INITIAL
                                           OF       CUT-OFF DATE     MORTGAGE    MORTGAGE    SUB-POOL 1    MORTGAGE    SUB-POOL
                                        MORTGAGE      PRINCIPAL        POOL      LOANS IN       POOL       LOANS IN     2 POOL
                                         LOANS         BALANCE       BALANCE    SUB-POOL 1    BALANCE     SUB-POOL 2   BALANCE
                                        --------   ---------------   --------   ----------   ----------   ----------   -------

Lockout/Defeasance(1)(2)(3) .........     169      $ 5,502,973,599    83.7%        150         84.7%          19        71.3%
Lockout/Defeasance or Yield .........      6       $   600,850,736
   Maintenance(4)                                                      9.1%         6           9.9%          0          0.0%
Lockout/Yield Maintenance(5) ........      21      $   297,366,528     4.5%         17          2.9%          4         25.1%
Yield Maintenance ...................      5       $   174,733,000     2.7%         4           2.6%          1          3.6%


                                              __________________



                                              (1)   With respect to one mortgage loan (secured by the mortgaged property
                                                    identified on Annex A to this prospectus supplement as 4411 West Olive
                                                    Avenue), representing approximately 0.2% of the initial mortgage pool
                                                    balance and 0.2% of the initial sub-pool 1 balance, the related tenant has
                                                    an option to purchase the mortgaged property for a purchase price of not
                                                    less than $19,000,000. If the tenant exercises its purchase option prior to
                                                    the defeasance period, then the borrower is required to prepay the mortgage
                                                    loan, together with payment of an amount equal to the greater of (i) the
                                                    yield maintenance premium and (ii) 6% of the amount prepaid. If the tenant
                                                    exercises its purchase option during the defeasance period, then the
                                                    borrower is required to defease the loan.

                                              (2)   Includes 1 mortgage loan (secured by the mortgaged property identified on
                                                    Annex A to this prospectus supplement as Peachtree Center), representing
                                                    approximately 3.2% of the initial mortgage pool balance and 3.4% of the
                                                    initial sub-pool 1 balance, which permits the borrower to prepay the
                                                    mortgage loan up to $75,000,000 at any time during the term of the mortgage
                                                    loan with the payment of prepayment consideration equal to the greater of
                                                    (x) 1% of the outstanding principal amount being prepaid and (y) the yield
                                                    maintenance charge and to defease (in whole or in part) the remaining
                                                    balance of the mortgage loan only after the lock-out period.

                                              (3)   Includes 1 mortgage loan (secured by the mortgaged property identified on
                                                    Annex A to this prospectus supplement as Fidelity Building), representing
                                                    approximately 0.1% of the initial mortgage pool balance and 0.1% of the
                                                    initial sub-pool 1 balance, which generally provides for defeasance after a
                                                    defeasance lockout period. However, the developer of the mortgaged property,
                                                    St. Johns Town Center, LLC, has the right to purchase the mortgaged property
                                                    if the borrower ceases to operate for business for more than 180 consecutive
                                                    days. If the developer exercises this purchase option prior to the end of
                                                    the defeasance lockout period, then the borrower has the right to prepay the
                                                    mortgage loan with a yield maintenance charge equal to an amount equal to
                                                    the greater of (x) the yield maintenance premium and (y) 1% of the
                                                    outstanding principal amount being prepaid.

                                              (4)   Includes 1 mortgage loan (secured by the mortgaged properties identified on
                                                    Annex A to this prospectus supplement as Schron Industrial Portfolio),



                                      S-39





                                                    representing approximately 4.6% of the initial mortgage pool balance and
                                                    5.0% of the initial sub-pool 1 balance, which generally provides for
                                                    defeasance only; provided, however that in connection with partial releases
                                                    the borrower may cause the release of one or more individual mortgaged
                                                    properties with prepayment that includes yield maintenance premium, as
                                                    described under "Description of the Mortgage Pool--Terms and Conditions of
                                                    the Trust Mortgage Loans--Release Provisions" in this prospectus supplement.

                                              (5)   Includes one mortgage loan (secured by the mortgaged property identified on
                                                    Annex A to this prospectus supplement as One Westchase Center), representing
                                                    approximately 1.0% of the initial mortgage pool balance and 1.0% of the
                                                    initial sub-pool 1 balance, which provides for payment of prepayment
                                                    consideration equal to the greater of (x) 0.125% of the outstanding
                                                    principal amount being prepaid and (y) the yield maintenance charge.

                                                    Set forth below is information regarding the remaining terms of the lock-out
                                                    period for the mortgage loans:

                                              Maximum remaining lock-out period.............................       137 months
                                              Minimum remaining lock-out period.............................         0 months
                                              Weighted average remaining lock-out period....................        90 months

                                              Generally, each of the mortgage loans is freely prepayable with no prepayment
                                              premium or yield maintenance premium for a specified open period (generally from
                                              one to six months) prior to its maturity date.

PROPERTY, LIABILITY AND OTHER
   INSURANCE...............................   The loan documents for each of the mortgage loans that we intend to include in the
                                              trust generally require the related borrower to maintain or cause to be maintained
                                              with respect to the corresponding mortgaged property the following insurance
                                              coverage--

                                              o     property insurance;

                                              o     flood insurance, if the mortgaged property is located in a federally
                                                    designated flood area;

                                              o     comprehensive general liability insurance against claims for personal and
                                                    bodily injury, death or property damage occurring on, in or about the
                                                    insured property; and

                                              o     business interruption or rent loss insurance.

                                              Substantially all of the mortgage loans that we intend to include in the trust
                                              provide that the borrowers are required to maintain full or partial insurance
                                              coverage for property damage to the related mortgaged property caused by certain
                                              acts of terrorism (except that the requirement to obtain terrorism insurance
                                              coverage may be subject to the commercial availability of that coverage, the cost
                                              of premiums and/or whether such hazards are at the time commonly insured against
                                              for property similar to the mortgaged properties that are located in the region in
                                              which the mortgaged property is located). Most terrorism insurance policies have
                                              exclusions for damage caused by nuclear, chemical or biological events.

                                              See "Risk Factors--Risks Related to the Underlying Mortgage Loans--The Absence of
                                              or Inadequacy of Insurance Coverage on the



                                      S-40





                                              Mortgaged Properties May Adversely Affect Payments on Your Certificates" and
                                              "Description of the Mortgage Pool--Additional Loan and Property
                                              Information--Property, Liability and Other Insurance" in this prospectus
                                              supplement.

ADDITIONAL STATISTICAL INFORMATION

A.    GENERAL CHARACTERISTICS..............   The mortgage pool will have the following general characteristics as of the
                                              cut-off date:(1)




                                                         MORTGAGE POOL           SUB-POOL 1           SUB-POOL 2
                                                      ------------------    ------------------     ----------------

Initial mortgage pool balance/initial sub-pool
   balances(2)...................................       $6,575,923,864        $6,082,438,864         $493,485,000
Number of mortgage loans.........................                  201                   177                   24
Number of mortgaged properties...................                  328                   271                   57
Maximum cut-off date principal balance...........         $640,500,000          $640,500,000          $63,250,000
Minimum cut-off date principal balance...........           $1,295,000            $1,295,000           $2,700,000
Average cut-off date principal balance...........          $32,716,039           $34,364,061          $20,561,875
Maximum mortgage interest rate...................               6.847%                6.847%               6.800%
Minimum mortgage interest rate...................               5.410%                5.410%               5.480%
Weighted average mortgage interest rate(3).......               5.795%                5.782%               5.955%
Maximum original term to maturity................           144 months            144 months           120 months
Minimum original term to maturity................            36 months             36 months            60 months
Weighted average original term to maturity.......           107 months            108 months            99 months
Maximum remaining term to maturity...............           141 months            141 months           119 months
Minimum remaining term to maturity...............            34 months             34 months            55 months
Weighted average remaining term to maturity......           105 months            106 months            97 months
Weighted average underwritten debt-service
   coverage ratio(3).............................                1.54x                 1.56x                1.27x
Weighted average cut-off date loan-to-appraised
   value ratio(3)................................                66.4%                 65.7%                75.5%


_____________________

(1)   The initial mortgage pool balance, the initial sub-pool balances and all
      other financial and statistical information provided in this prospectus
      supplement, unless indicated otherwise, are based on the cut-off date
      principal balances of the mortgage loans in the trust and exclude any
      subordinate companion loans or pari passu companion loans. See "--The
      Underlying Mortgage Loans and the Mortgaged Properties--General" in this
      prospectus supplement.

(2)   Subject to a permitted variance of plus or minus 5%.

(3)   The loan amount used for purposes of calculating the loan-to-appraised
      value ratio and debt-service coverage ratio for each of the mortgage loans
      with funded pari passu companion notes is the aggregate principal balance
      of the mortgage loan and the related pari passu companion loan. The
      principal balance of the subordinate companion loans are not included in
      these calculations, unless otherwise indicated. Additional adjustments to
      debt service ratios and loan-to-value ratios for the cross-collateralized
      mortgage loan group and certain of the mortgage loans with escrows and the
      mortgage loans with earnout provisions or performance guarantees are
      described in the glossary to this prospectus supplement. With respect to
      the mortgage loan secured by the Peachtree Center property, the
      loan-to-appraised value ratio was calculated by adding the combined
      amounts of the initial debt service reserve, capital expenditures reserve
      and tenant improvement and leasing commission reserve, totaling
      approximately $44.48 million, to the appraised value of the property. Not
      adding the reserves to the appraised value of the property, the cut-off
      date loan-to-value ratio for the Peachtree Center mortgage loan would be
      93.6%. With respect to the mortgage loan secured by the Apollo Portfolio 1
      properties, the loan-to-value ratio was calculated by subtracting a
      capital improvements escrow of $11,600,000 from the outstanding principal
      balance of the mortgage loan, and the debt-service coverage ratio was
      calculated assuming (1) (a) the in-place base rents as per the rent rolls
      dated October 2006 - December 2006 increase annually by 3% over the
      current contract rent (b) 4% vacancy, (c) 4% management fee and (d) $250
      in capital reserves per unit, (2) 10% of the units are renovated and
      re-let annually at market rates, (3) in each case discounted to present
      value based on a discount rate of 8% over the life of the mortgage loan.
      The portfolio weighted average market rate assumed per unit was $882 with
      0% growth projected. The loan-to-value ratio based on the appraised value
      without netting the $11,600,000 escrow is 103.8%. The debt-service
      coverage as of the cut-off date based on in-place base rents as per the
      rent rolls dated October 2006 - December 2006 is 0.81x. With respect to
      the mortgage loans secured by the Midland Industrial Portfolio property,
      which has an interest rate that steps up during the term of the mortgage
      loan, information with respect to the interest rate on the mortgage loan
      (including without limitation for purposes of calculating the weighted
      average mortgage interest rate and debt-service coverage ratio) is
      presented in this prospectus supplement as if the mortgage loan pays at
      its highest rate throughout the life of such mortgage loan (5.855%).


                                      S-41





B.    GEOGRAPHIC CONCENTRATION.............   The tables below show the number of, and percentage of the initial mortgage pool
                                              balance, initial sub-pool 1 balance and initial sub-pool 2 balance secured by,
                                              mortgaged properties located in the indicated jurisdiction:


                                                                    ALL MORTGAGED PROPERTIES

                                                                                     NUMBER OF    % OF INITIAL
                                                                                     MORTGAGED      MORTGAGE
                                                         JURISDICTION                PROPERTIES   POOL BALANCE
                                              ----------------------------------     ----------   ------------

                                              New York..........................         49          22.0%
                                              California........................         54          11.7%
                                              Massachusetts.....................          3          10.0%
                                              Texas.............................         26           6.5%
                                              Georgia...........................         14           6.4%

                                              The remaining mortgaged properties with respect to the mortgage pool are located
                                              throughout 30 other states. No more than 5.3% of the initial mortgage pool balance
                                              is secured by mortgaged properties located in any of these other states.


                                                                           SUB-POOL 1

                                                                                                  % OF INITIAL
                                                                                     NUMBER OF     SUB-POOL 1
                                                         JURISDICTION                PROPERTIES   POOL BALANCE
                                              ----------------------------------     ----------   ------------

                                              New York..........................         49          23.7%
                                              Massachusetts.....................          3          10.8%
                                              California........................         29          10.3%
                                              Georgia...........................         13           6.7%
                                              Texas.............................         22           5.8%

                                              The remaining mortgaged properties in sub-pool 1 are located throughout 30 other
                                              states. No more than 5.8% of the initial sub-pool 1 balance is secured by
                                              mortgaged properties located in any of these other states.


                                                                           SUB-POOL 2

                                                                                                  % OF INITIAL
                                                                                     NUMBER OF     SUB-POOL 2
                                                         JURISDICTION                PROPERTIES   POOL BALANCE
                                              ----------------------------------     ----------   ------------

                                              California........................         25          28.6%
                                              North Carolina....................         11          16.4%
                                              Texas.............................          4          14.9%
                                              Indiana...........................          7          12.8%
                                              Nevada............................          1          10.1%

                                              The remaining mortgaged properties in sub-pool 2 are located throughout 7 other
                                              states. No more than 7.3% of the initial sub-pool 2 balance is secured by
                                              mortgaged properties located in any of these other states.



                                      S-42





C.    PROPERTY TYPES.......................   The table below shows the number of, and percentage of the initial mortgage pool
                                              balance, initial sub-pool 1 balance and initial sub-pool 2 balance secured by,
                                              mortgaged properties predominantly operated for each indicated purpose:


                                              NUMBER OF    % OF INITIAL    % OF INITIAL   % OF INITIAL
                                              MORTGAGED    MORTGAGE POOL    SUB-POOL 1     SUB-POOL 2
                                              PROPERTIES      BALANCE        BALANCE        BALANCE
                                              ----------   -------------   ------------   ------------

Office.....................................       99           59.6%          64.4%           0.0%
Retail.....................................       67           14.8%          16.1%           0.0%
   Anchored................................       27           9.5%           10.3%           0.0%
   Unanchored..............................       14           3.5%            3.7%           0.0%
   Shadow Anchored.........................       15           1.4%            1.6%           0.0%
   Single Tenant...........................       11           0.5%            0.5%           0.0%
Industrial.................................       66           7.3%            7.9%           0.0%
Multifamily................................       56           7.4%            0.0%          98.1%
Hospitality................................       21           7.2%            7.8%           0.0%
Other......................................        3           1.7%            1.9%           0.0%
Mixed Use..................................        6           1.3%            1.4%           0.0%
Self-Storage...............................        9           0.6%            0.6%           0.0%
Mobile Home Park...........................        1           0.1%            0.0%           1.9%



D.    ENCUMBERED INTERESTS.................   The tables below show the number of, and percentage of the initial mortgage pool
                                              balance, initial sub-pool 1 balance and initial sub-pool 2 balance secured by,
                                              mortgaged properties for which the whole or predominant encumbered interest is as
                                              indicated:


                                                                  ALL MORTGAGED PROPERTIES

                                                                                     NUMBER OF    % OF INITIAL
                                                  ENCUMBERED INTEREST IN THE         MORTGAGED      MORTGAGE
                                                   MORTGAGED REAL PROPERTY           PROPERTIES   POOL BALANCE
                                              ----------------------------------     ----------   ------------

                                              Fee simple........................        310           88.5%
                                              Leasehold.........................         13           8.6%
                                              Fee simple and Leasehold..........          5           3.0%


                                                                         SUB-POOL 1

                                                                                     NUMBER OF
                                                                                     MORTGAGED
                                                                                     PROPERTIES   % OF INITIAL
                                                  ENCUMBERED INTEREST IN THE             IN        SUB-POOL 1
                                                   MORTGAGED REAL PROPERTY           SUB-POOL 1     BALANCE
                                              ----------------------------------     ----------   ------------

                                              Fee simple........................        253           87.6%
                                              Leasehold.........................         13            9.3%
                                              Fee simple and Leasehold..........          5            3.2%


                                                                         SUB-POOL 2

                                                                                     NUMBER OF
                                                                                     MORTGAGED
                                                                                     PROPERTIES   % OF INITIAL
                                                  ENCUMBERED INTEREST IN THE             IN        SUB-POOL 2
                                                   MORTGAGED REAL PROPERTY           SUB-POOL 2     BALANCE
                                              ----------------------------------     ----------   ------------

                                              Fee simple........................         57          100.0%
                                              Leasehold.........................          0            0.0%
                                              Fee simple and Leasehold..........          0            0.0%



                                      S-43





                                              It should be noted that each mortgage loan secured by overlapping fee and
                                              leasehold interests or by a predominant fee interest and a relatively minor
                                              leasehold interest, is presented as being secured by a fee simple interest in this
                                              prospectus supplement and is therefore included within the category referred to as
                                              "fee simple" in the charts above.

                              OTHER CONSIDERATIONS

FEDERAL INCOME TAX CONSEQUENCES............   The trustee or its agent will make elections to treat designated portions of the
                                              assets of the trust as two separate real estate mortgage investment conduits, or
                                              REMICs, under sections 860A through 860G of the Internal Revenue Code of 1986, as
                                              amended. Those two REMICs are as follows:

                                              o     REMIC I, which will consist of, among other things, the mortgage loans that
                                                    are included in the trust; and

                                              o     REMIC II, which will hold the regular interests in REMIC I.

                                              The class R-I and R-II certificates will represent the respective residual
                                              interests in those REMICs.

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

                                              The class A-MFL REMIC II regular interest and the class A-JFL REMIC II regular
                                              interest, each related swap agreement and each related floating rate account will
                                              constitute one or more grantor trusts for federal income tax purposes and will not
                                              be part of the REMICs referred to above.

                                              The offered certificates will be treated as regular interests in REMIC II. This
                                              means that they will be treated as newly issued debt instruments for federal
                                              income tax purposes. You will have to report income on your offered certificates
                                              in accordance with the accrual method of accounting even if you are otherwise a
                                              cash method taxpayer.

                                              It is anticipated that the class 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.

                                              When determining the rate of accrual of original issue discount, market discount
                                              and premium, if any, for federal income tax purposes, the prepayment assumption
                                              used will be that following any date of determination:

                                              o     no mortgage loan in the trust will be prepaid prior to maturity, and

                                              o     there will be no extension of maturity for any mortgage loan in the trust.

                                              For a more detailed discussion of the federal income tax aspects of investing in
                                              the offered certificates, see "Federal Income Tax Consequences" in each of this
                                              prospectus supplement and the accompanying prospectus.



                                      S-44





ERISA .....................................   We anticipate that, subject to satisfaction of the conditions referred to under
                                              "Certain ERISA Considerations" in this prospectus supplement, retirement plans and
                                              other employee benefit plans and arrangements subject to--

                                              o     Title I of the Employee Retirement Income Security Act of 1974, as amended,
                                                    or

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

                                              will be able to invest in the offered certificates without giving rise to a
                                              non-exempt prohibited transaction. This is based upon an individual prohibited
                                              transaction exemption granted to Greenwich Capital Markets, Inc. by the U.S.
                                              Department of Labor.

                                              If you are a fiduciary of any retirement plan or other employee benefit plan or
                                              arrangement subject to Title I of ERISA or section 4975 of the Internal Revenue
                                              Code of 1986, as amended, you should review carefully with your legal advisors
                                              whether the purchase or holding of the offered certificates could give rise to a
                                              transaction that is prohibited under ERISA or section 4975 of the Internal Revenue
                                              Code of 1986, as amended. See "Certain ERISA Considerations" in this prospectus
                                              supplement and "Certain ERISA Considerations" in the accompanying prospectus.

LEGAL INVESTMENT...........................   Upon initial issuance, and for so long as such certificates are rated in one of
                                              the two highest rating categories by at least one nationally recognized
                                              statistical rating organization, the class A-1, class A-2, class A-3, class A-AB,
                                              class A-4, class A-1-A, class A-M, class A-MFL, class A-J, class A-JFL, class B,
                                              class C and class D certificates will be mortgage related securities within the
                                              meaning 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 regulation authorities,
                                              then you may be subject to restrictions on investments in the offered
                                              certificates. You should consult your own legal advisors to determine whether and
                                              to what extent the offered certificates will be legal investments for you. See
                                              "Legal Investment" in this prospectus supplement and in the accompanying
                                              prospectus.

INVESTMENT CONSIDERATIONS..................   The rate and timing of payments and other collections of principal on or with
                                              respect to the underlying mortgage loans will affect the yield to maturity on each
                                              offered certificate. In the case of any offered certificates purchased at a
                                              discount, a slower than anticipated rate of payments and other collections of
                                              principal on the underlying mortgage loans could result in a lower than
                                              anticipated yield. In the case of any offered certificates purchased at a premium,
                                              a faster than anticipated rate of payments and other collections of principal on
                                              the underlying mortgage loans could result in a lower than anticipated yield.

                                              Holders of the class A-1, A-2, A-3, A-AB and A-4 certificates will be affected by
                                              the rate and timing of payments and other collections of principal of the mortgage
                                              loans in sub-pool 1 and, in the absence of significant losses, should be largely
                                              unaffected by the rate and timing



                                      S-45





                                              of payments and other collections of principal on the mortgage loans in sub-pool
                                              2.

                                              Holders of the class A-1-A certificates will be affected by the rate and timing of
                                              payments and other collections of principal of the mortgage loans in sub-pool 2
                                              and, in the absence of significant losses, should be largely unaffected by the
                                              rate and timing of payments and other collections of principal on the mortgage
                                              loans in sub-pool 1.

                                              See "Yield and Maturity Considerations" in this prospectus supplement and in the
                                              accompanying prospectus and "Description of the Mortgage Pool--Terms and
                                              Conditions of the Trust Mortgage Loans" in this prospectus supplement.



                                      S-46



                                  RISK FACTORS

      The offered certificates are not suitable investments for all investors.
You should not purchase any offered certificates unless you understand and are
able to bear the risks associated with those certificates.

      The offered certificates are complex securities and it is important that
you possess, either alone or together with an investment advisor, the relevant
legal, tax, accounting and investment expertise necessary to evaluate the
information contained in this prospectus supplement and the accompanying
prospectus in the context of your financial situation.

      You should consider the following factors, as well as those set forth
under "Risk Factors" in the accompanying prospectus, in deciding whether to
purchase any offered certificates. The "Risk Factors" section in the
accompanying prospectus includes a number of general risks associated with
making an investment in the offered certificates.

RISKS RELATED TO THE OFFERED CERTIFICATES

      The Class A-M, Class A-J, Class B, Class C, Class D, Class E and Class F
Certificates Are Subordinate to, and Are Therefore Riskier than, the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1-A Certificates and,
With Respect to Interest Distributions, the Class XP and Class XC Certificates.
If you purchase class A-M, class A-J, class B, class C, class D, class E or
class F certificates, then your offered certificates will provide credit support
to other classes of series 2007-GG9 certificates with an earlier designation. As
a result, you will receive payments after, and may bear the effects of losses on
the underlying mortgage loans before the holders of those other classes of
offered certificates.

      When making an investment decision, you should consider, among other
things--

      o     the risk profile you seek for your investment compared to the risk
            profile of each of the offered certificates;

      o     the payment priorities of the respective classes of the series
            2007-GG9 certificates;

      o     the order in which the principal balances of the respective classes
            of the series 2007-GG9 certificates with principal balances will be
            reduced in connection with losses and default-related shortfalls on
            the mortgage loans;

      o     the characteristics and quality of the mortgage loans; and

      o     each of the risk factors described in this prospectus supplement and
            the accompanying prospectus.

      See "Description of the Mortgage Pool" and "Description of the Offered
Certificates--Payments" and "--Reductions of Certificate Principal Balances in
Connection With Realized Losses and Additional Trust Fund Expenses" in this
prospectus supplement. See also "Risk Factors--The Investment Performance of
Your Offered Certificates Will Depend Upon Payments, Defaults and Losses on the
Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly
Unpredictable," "--Any Credit Support for Your Offered Certificates May Be
Insufficient to Protect You Against All Potential Losses" and "--Payments on the
Offered Certificates Will Be Made Solely from the Limited Assets of the Related
Trust, and Those Assets May Be Insufficient to Make all Required Payments on
Those Certificates" in the accompanying prospectus.

      The Offered Certificates Have Uncertain Yields to Maturity. The yields on
your offered certificates will depend on--

      o     the price you paid for your offered certificates; and

      o     the rate, timing and amount of payments on your offered
            certificates.


                                      S-47



      The rate, timing and amount of payments on your offered certificates will
depend on:

      o     the pass-through rate for, and other payment terms of, your offered
            certificates;

      o     the rate and timing of payments and prepayments and other
            collections of principal on the underlying mortgage loans;

      o     the rate and timing of defaults, and the severity of losses, if any,
            on the underlying mortgage loans;

      o     the rate, timing, severity and allocation of other shortfalls and
            expenses that reduce amounts available for payment on your offered
            certificates;

      o     the collection and payment of prepayment premiums and yield
            maintenance charges with respect to the underlying mortgage loans;

      o     servicing decisions with respect to the underlying mortgage loans;
            and

      o     the purchase of a mortgage loan whether by (i) a mortgage loan
            seller as a result of a material breach of a representation or
            warranty made by that mortgage loan seller or a material defect in
            the related mortgage loan documents delivered by such mortgage loan
            seller, (ii) the holder of a related companion loan, (iii) a holder
            of the fair value purchase option, (iv) a mezzanine lender or (v)
            any other party with a purchase option.

      In general, these factors may be influenced by economic and other factors
that cannot be predicted with any certainty. Accordingly, you may find it
difficult to predict the effect that these factors might have on the yield to
maturity of your offered certificates.

      Additionally, certain of the mortgage loans require prepayment in
connection with earnout amounts if the related borrower does not satisfy
performance or other criteria set forth in the related loan documents. Certain
of the mortgage loans also permit prepayment without penalty or premium if, as a
result of a mandatory prepayment due to casualty or condemnation, the
outstanding principal balance of the mortgage loan is reduced below a specified
amount. See "Description of the Mortgaged Pool--Terms and Conditions of the
Trust Mortgage Loans--Prepayment Provisions" and "--Other Prepayment Provisions"
in this prospectus supplement.

      In addition, if the master servicer or the trustee reimburses itself (or
the master servicer, the special servicer, the trustee or any fiscal agent under
the pooling and servicing agreement for any non-serviced trust loan) out of
general collections on the mortgage loans included in the trust for any advance
that it has determined is not recoverable out of collections on the related
mortgage loan, then to the extent that such reimbursement is made from
collections of principal on the mortgage loans in the trust, that reimbursement
will reduce the amount of principal available to be distributed on the series
2007-GG9 principal balance certificates and will result in a reduction of the
certificate principal balance of the series 2007-GG9 principal balance
certificates. See "Description of the Offered Certificates--Reductions of
Certificate Principal Balances in Connection With Realized Losses and Additional
Trust Fund Expenses" in this prospectus supplement. Likewise, if the master
servicer, the special servicer or the trustee reimburses itself out of principal
collections on the mortgage loans for any work-out delayed reimbursement
amounts, that reimbursement will reduce the amount of principal available to be
distributed on the series 2007-GG9 principal balance certificates on that
payment date. Such reimbursement would have the effect of reducing current
payments of principal on the offered certificates and extending the weighted
average life of the offered certificates. See "Description of the Offered
Certificates--Reimbursement of Advances" below.

      See "Description of the Mortgage Pool," "Servicing Under the Pooling and
Servicing Agreement," "Description of the Offered Certificates--Payments,"
"--Reductions of Certificate Principal Balances in Connection With Realized
Losses and Additional Trust Fund Expenses" and "Yield and Maturity
Considerations" in this prospectus supplement. See also "Risk Factors--The
Investment Performance of Your Offered Certificates Will Depend Upon Payments,
Defaults and Losses on the Underlying Mortgage Loans; and Those Payments,
Defaults and Losses May Be Highly Unpredictable" and "Yield and Maturity
Considerations" in the accompanying prospectus.


                                      S-48



      The Right of the Master Servicer, the Special Servicer and the Trustee to
Receive Interest on Advances and the Right of the Special Servicer to Receive
Special Servicing Compensation May Result in Additional Losses to the Trust
Fund. The master servicer, the special servicer and the trustee will each be
entitled to receive interest on unreimbursed advances made by it. This interest
will accrue from the date on which the related advance is made through the date
of reimbursement. The right to receive these distributions of interest is senior
to the rights of holders to receive distributions on the offered certificates
and, consequently, may result in losses being allocated to the offered
certificates that would not have resulted absent the accrual of this interest.
In addition, under certain circumstances, including delinquency of payment of
principal and/or interest, a mortgage loan in the trust will be specially
serviced and the special servicer will be entitled to compensation for special
servicing activities. Such payments may lead to shortfalls in amounts otherwise
distributable on your certificates. Each of the non-serviced loan groups
included in the trust is serviced under a pooling and servicing agreement with
similar provisions, and interest paid on advances and compensation paid to the
applicable special servicer may reduce collections on those mortgage loans.

      The Investment Performance of Your Offered Certificates May Vary
Materially and Adversely from Your Expectations Because the Rate of Prepayments
and Other Unscheduled Collections of Principal on the Underlying Mortgage Loans
Is Faster or Slower than You Anticipated. If you purchase your offered
certificates at a premium, and if payments and other collections of principal on
the mortgage loans occur at a rate faster than you anticipated at the time of
your purchase, then your actual yield to maturity may be lower than you had
assumed at the time of your purchase. Conversely, if you purchase your offered
certificates at a discount, and if payments and other collections of principal
on the mortgage loans occur at a rate slower than you anticipated at the time of
your purchase, then your actual yield to maturity may be lower than you had
assumed at the time of your purchase. See "Yield and Maturity Considerations" in
the accompanying prospectus.

      You should consider that prepayment premiums and yield maintenance charges
may not be collected in all circumstances or at all. Furthermore, even if a
prepayment premium or yield maintenance charge is collected and payable on your
offered certificates, it may not be sufficient to offset fully any loss in yield
on your offered certificates resulting from the corresponding prepayment. See
"Risk Relating to Enforceability of Prepayment Premiums or Defeasance
Provisions" in this prospectus supplement.

      The yield on the offered certificates with variable or capped pass-through
rates could also be adversely affected if the mortgage loans with higher
mortgage interest rates pay principal faster than the mortgage loans with lower
mortgage interest rates. This is because those classes bear interest at
pass-through rates equal to, based upon or limited by, as applicable, a weighted
average of net interest rates derived from the mortgage loans.

      Risks Relating to Enforceability of Prepayment Premiums or Defeasance
Provisions. Provisions requiring yield maintenance charges, prepayment premiums
or lockout periods may not be enforceable in some states and under federal
bankruptcy law. Provisions requiring 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 a
yield maintenance charge or prepayment premium will be enforceable. Also, we
cannot assure you that foreclosure proceeds will be sufficient to pay an
enforceable yield maintenance charge or prepayment premium. Additionally,
although the collateral substitution provisions related to defeasance do not
have the same effect on the certificateholders as prepayment, we cannot assure
you that a court would not interpret those provisions as the equivalent of a
yield maintenance charge or prepayment premium. In certain jurisdictions those
collateral substitution provisions might therefore be deemed unenforceable or
usurious under applicable law or public policy.

      Your Lack of Control Over Trust Fund Can Create Risks. You and other
certificateholders generally do not have a right to vote and do not have the
right to make decisions with respect to the administration of the trust. See
"The Pooling Agreement--General" in this prospectus supplement. Those decisions
are generally made, subject to the express terms of the pooling and servicing
agreement, by the master servicer, the special servicer or the trustee, as
applicable. With respect to each non-serviced mortgage loan included in the
trust, these decisions will be made by the master servicer, primary servicer (if
any), special servicer or trustee under the applicable pooling and servicing
agreement. Any decision made by one of those parties in respect of the trust,
even if that decision is determined to be in your best interests by that party,
may be contrary to the decision that you or other certificateholders would have
made and may negatively affect your interests.


                                      S-49



RISKS RELATED TO THE UNDERLYING MORTGAGE LOANS

      The Absence of or Inadequacy of Insurance Coverage on the Mortgaged
Properties May Adversely Affect Payments on Your Certificates. All of the
mortgage loans that we intend to include in the trust require the related
borrower to maintain, or cause to be maintained, property insurance in an amount
(subject to a customary deductible) at least equal to the lesser of (i) the
replacement cost of improvements at the mortgaged property or (ii) the
outstanding principal balance of the mortgage loan. Notwithstanding the mortgage
loan insurance requirements,

      o     a mortgaged property may suffer losses due to risks that are not
            covered by insurance or for which coverage is inadequate; and

      o     a mortgaged property may be covered under a blanket insurance policy
            that covers other properties owned by affiliates of the borrower and
            the amount of coverage available for the mortgaged property will be
            reduced if insured events occur at such other properties.

      Therefore, insurance proceeds following a casualty may not be sufficient
to pay off the entire mortgage loan.

      In addition, 54, 26, 15, 6, 1 and 1 mortgaged properties, representing
approximately 11.7%, 6.5%, 2.6%, 2.5%, 0.2% and 0.1%, respectively, of the
initial mortgage pool balance, are located in California, Texas, Florida,
Hawaii, Louisiana and Alabama, respectively. 29, 22, 6, 12, 1 and 1 mortgaged
properties in sub-pool 1, representing approximately 10.3%, 5.8%, 2.7%, 2.2%,
0.2% and 0.1%, respectively, of the initial sub-pool 1 balance, are located in
California, Texas, Hawaii, Florida, Louisiana and Alabama, respectively. 25, 4
and 3 mortgaged properties in sub-pool 2, representing approximately 28.6%,
14.9% and 7.3%, respectively, of the initial sub-pool 2 balance, are located in
California, Texas and Florida, respectively. Texas, California, Florida,
Louisiana, Alabama and Hawaii have historically been at greater risk regarding
acts of nature (such as earthquakes, floods and hurricanes) than other states.
We cannot assure you that borrowers will be able to maintain adequate insurance
in these states or in other states. For instance, with respect to flood
insurance, such insurance is typically not included in standard property or
casualty policies and such insurance is generally required only if the property
is located in a federally designated flood hazard area. Furthermore, the amount
of flood insurance required is usually limited to the maximum amount of such
insurance available under current federal standards. In addition, flood,
windstorm and earthquake insurance is sometimes otherwise capped and/or subject
to deductibles, which in some cases may be relatively high. We cannot assure you
that all mortgage loans required the borrower to obtain, or that each borrower
did obtain, windstorm insurance. This insurance may be inadequate to rebuild the
premises or prepay the mortgage loan. In addition, we cannot assure you that
acts of nature will occur only in those areas historically at risk for such acts
of nature. Moreover, if reconstruction or major repairs are required, changes in
laws may materially affect the borrower's ability to reconstruct or repair the
premises, due to, for instance, changes in laws that materially increase the
costs of the reconstruction or repairs.

      In late August, September and October 2005, hurricanes Katrina, Rita and
Wilma and related windstorms, floods and tornadoes caused extensive and
catastrophic physical damage to coastal and inland areas located in the Gulf
Coast region of the United States (parts of Texas, Louisiana, Mississippi,
Alabama and Florida) and certain other parts of the southeastern United States
(including offshore facilities in the Gulf of Mexico) consisting of severe
flooding, wind and water damage, forced evacuations, contamination, gas leaks
and fire and environmental damage. The long-term national, regional and local
economic and other effects of that damage, are not yet fully assessed or known.
Economic effects appear to include nationwide decreases in oil supplies and
refining capacity, nationwide increases in gas prices and regional interruptions
in travel and transportation, tourism and economic activity generally in some of
the affected areas. It is not possible to determine how long these effects may
last. These effects could lead to a general economic downturn, including
increased oil prices, loss of jobs, regional disruptions in travel,
transportation and tourism and a decline in real-estate related investments, in
particular, in the areas most directly damaged by the storm. Other long-term
effects on national, regional and local economies, securities, financial and
real estate markets, government finances, and spending or travel habits may
subsequently arise or become apparent in connection with the hurricanes and
their aftermath. Furthermore, there can be no assurance that displaced residents
of the affected areas will return, that the economies in the affected areas will
recover sufficiently to support income producing real estate at pre-storm levels
or that the costs of clean-up will not have a material adverse effect on the
national economy. Because standard hazard insurance policies generally do not
provide coverage for damage arising from floods and windstorms, property owners
in the affected areas may not be insured


                                      S-50



for the damage to their properties and, in the aggregate, this may affect the
timing and extent of local and regional economic recovery.

      The terrorist attacks of September 11, 2001 adversely affected the market
for casualty insurance coverage, particularly for policies covering acts of
terrorism. Following the attacks many reinsurance companies (which assume some
of the risk of policies sold by primary insurers) began to eliminate coverage
for acts of terrorism from their reinsurance coverage. Without such reinsurance
coverage, primary insurance companies had to assume all of the risk of acts of
terrorism themselves, causing them to eliminate such coverage from their
policies, increase the deductible for acts of terrorism or charge higher
premiums for such coverage.

      In response, in November 2002, Congress passed and the President signed
the Terrorism Risk Insurance Act of 2002 ("TRIA") which established a temporary
program (the "TERRORISM RISK INSURANCE PROGRAM") intended to ensure that
commercial property and casualty insurance for terrorism risk is widely
available and affordable by providing a federal risk sharing program to spread
the risk of losses in the event of future terrorist attacks among the federal
government, insurers and policyholders. Substantially all property and casualty
insurers doing business in the United States are required to participate in the
program established by TRIA and all terrorism exclusions in effect on the date
of enactment of TRIA are void to the extent they would exclude losses covered by
TRIA.

      The Terrorism Risk 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
Risk Insurance Program until December 31, 2007.

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

      In addition, with respect to any act of terrorism occurring after January
1, 2007, no compensation will be paid under the Terrorism Risk Insurance Program
unless the aggregate industry losses relating to such act of terror exceed $100
million. As a result, unless the borrowers obtain separate coverage for events
that do not meet that threshold (which coverage may not be required by the
respective loan documents and may not otherwise be obtainable), such events
would not be covered.

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

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

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

      Certain mortgaged properties are "trophy" buildings in major cities and
may be subject to additional risk of terrorist attacks. 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 terrorism risk insurance may constitute a
default under a commercial mortgage loan, which could result in the acceleration
and foreclosure of the 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.

      Substantially all of the mortgage loans provide that the borrowers are
required to maintain full or partial insurance coverage for property damage to
the related mortgaged property caused by certain acts of terrorism


                                      S-51



(except that the requirement to obtain such insurance coverage may be subject to
the commercial availability of that coverage, certain limitations with respect
to the cost of premiums and/or whether such hazards are at the time commonly
insured against at properties similar to the mortgaged property that are located
in the region in which such mortgaged property is located). Substantially all of
the borrowers have obtained terrorism insurance, although most of the policies
have exclusions for damage caused by nuclear, chemical or biological events. In
addition in certain cases, terrorism insurance coverage is provided under
blanket policies that also cover other properties owned by affiliates of the
related borrower and, accordingly, the amount of coverage would be reduced if
insured events occur at such other properties. Most insurance policies covering
commercial properties such as the mortgaged properties are subject to renewal on
an annual basis and there is no assurance that terrorism insurance coverage will
continue to be available and covered under the new policies or, if covered,
whether such coverage will be adequate. In addition, depending upon the nature
and extent of any damage that a mortgaged property may sustain, the coverage
amount may be inadequate to cover a full restoration of such mortgaged property.
In the event a mortgaged property securing a mortgage loan is damaged by an act
of terrorism or suffers physical damage and the related insurance coverage is
inadequate to cover the outstanding balance of the loan, certificateholders will
suffer losses on their certificates based on the extent of the shortfall and the
payment priority of their certificates. See "Description of the Mortgage
Pool--Additional Loan and Property Information--Property, Liability and Other
Insurance" below.

      Repayment of the Underlying Mortgage Loans Depends on the Operation of the
Mortgaged Properties. The underlying mortgage loans are secured by mortgage
liens on fee and/or leasehold interests in the following types of property:

      o     office,

      o     retail,

      o     multifamily rental,

      o     industrial/warehouse,

      o     self-storage,

      o     hospitality, and

      o     other types (as described below).

      The risks associated with lending on these types of properties are
inherently different from those associated with lending on the security of
single-family residential properties. This is because, among other reasons,
repayment of each of the underlying mortgage loans is dependent on--

      o     income producing properties that require the successful operation of
            the related mortgaged property;

      o     the related borrower's ability to refinance the mortgage loan or
            sell the related mortgaged property, which may be more difficult
            with respect to a commercial property;

      o     income from, and the market value of, a mortgaged property, which is
            dependent upon the ability to lease space at the mortgaged property
            and the length and terms of such leases (many of which have terms
            that expire prior to the maturity date of the related mortgage
            loan); and

      o     evaluating the amount of liquidation proceeds that can be obtained
            from the related mortgaged property, which are more likely to be
            determined based on a capitalization of the mortgaged property's
            cash flow than by the absolute value of the mortgaged property and
            improvements on the mortgaged property.

      Certain other property types such as automobile dealerships are subject to
various risks which may be in addition to those generally associated with retail
establishments. Two mortgage loans identified on Annex A to this prospectus
supplement as Car Dealership Portfolio and Park Place Motorcars, representing
approximately 0.8% and 0.7%, respectively, of the initial mortgage pool balance
and 0.8% and 0.7%, respectively, of the initial sub-pool 1


                                      S-52



balance are secured by automobile dealerships. The success of an automobile
dealership is subject to factors such as the popularity of the brands being sold
at the dealership and changes in demographics and consumer tastes which may
negatively impact the appeal of the product lines being offered. Further, the
United States motor vehicle industry generally is considered a mature industry
in which minimal growth is expected in unit sales of new vehicles. Significant
factors affecting the sale of motor vehicles include rates of employment, income
growth, interest rates and general consumer sentiment. In addition, where
automobile dealerships have an on-site service department, it will be necessary
for those automobile dealerships to manage and dispose of oil, batteries and
other related automotive products. In addition, automobile dealerships may not
be readily convertible to alternative uses. See also "--Certain Mortgaged
Properties Contain Specialty Uses" below.

      See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan
Depends on the Performance and Value of the Underlying Real Property, Which May
Decline Over Time, and the Related Borrower's Ability to Refinance the Property,
of Which There Is No Assurance" and "Description of the Trust Assets--Mortgage
Loans--A Discussion of the Various Types of Multifamily and Commercial
Properties that May Secure Mortgage Loans Underlying a Series of Offered
Certificates" in the accompanying prospectus.

      The Underlying Mortgage Loans Have a Variety of Characteristics Which May
Expose Investors to Greater Risk of Default and Loss. When making an investment
decision, you should consider, among other things, the following characteristics
of the underlying mortgage loans and/or the mortgaged properties for those
loans. Any or all of these characteristics can affect, perhaps materially and
adversely, the investment performance of your offered certificates. Several of
the items below include a cross-reference to where the associated risks are
further discussed in this prospectus supplement or in the accompanying
prospectus.

      The Mortgaged Property Will Be the Sole Asset Available in an Event of
Default With Respect to an Underlying Mortgage Loan. All of the mortgage loans
that we intend to include in the trust are or should be considered nonrecourse
loans. You should anticipate that, if the related borrower defaults, none of the
assets of the borrower (other than the mortgaged property or other collateral
pledged as security for the mortgage loan) will be available to satisfy the
debt. Even if the related loan documents permit recourse under certain
circumstances to the borrower or a guarantor, we have not undertaken an
evaluation of the financial condition of any of these persons. In addition, the
trust may not be able to ultimately collect amounts due under a recourse
obligation or guaranty. None of the mortgage loans are insured or guaranteed by
any governmental agency or instrumentality or by any private mortgage insurer,
the depositor, any mortgage loan seller, or by any other party. See "Risk
Factors--Repayment of a Commercial or Multifamily Mortgage Loan Depends on the
Performance and Value of the Underlying Real Property, Which May Decline Over
Time, and the Related Borrower's Ability to Refinance the Property, of Which
There Is No Assurance--Most of the Mortgage Loans Underlying Your Offered
Certificates Will Be Nonrecourse" in the accompanying prospectus.

      Increases in Real Estate Taxes Due to Termination of a PILOT Program or
Other Tax Abatement Arrangements May Reduce Payments to Certificateholders.
Certain of the mortgaged properties securing the mortgage loans have or may in
the future have the benefit of reduced real estate taxes under a local
government program of payment in lieu of taxes (often known as a PILOT program)
or other tax abatement arrangements. Some of these programs or arrangements are
scheduled to terminate or have significant tax increases prior to the maturity
of the related mortgage loan, resulting in higher, and in some cases
substantially higher real estate tax obligations for the related borrower. An
increase in real estate taxes may impact the ability of the borrower to pay debt
service on the mortgage loans. There are no assurances that any such program
will continue for the duration of the related mortgage loan or that the borrower
will continue to comply with the requirements of the programs to enable the
borrower to receive the subsidies or assistance in the future, or for the
investors in such borrower to continue to receive their tax benefits, 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. The related mortgage loan seller may have underwritten the related
mortgage loan on the assumption that such assistance will continue. For example,
with respect to the mortgage loan secured by the mortgaged properties identified
on Annex A to this prospectus supplement as TIAA RexCorp Long Island Portfolio,
representing approximately 3.6% of the initial mortgage pool balance and 3.9% of
the initial sub-pool 1 balance, two of the related mortgaged properties known as
"58 South Service Road" and "68 South Service Road" are subject to a PILOT
program, which expires on February 28, 2012, and with respect to the other
related mortgaged properties, the related borrowers have the right to enter into
future PILOT programs. With respect to the mortgage loans secured by the
mortgaged properties identified on Annex A to


                                      S-53



this prospectus supplement as Omni Marathon Reckson and 1305 Walt Whitman Road,
each related borrower has the right to enter into future PILOT programs. With
respect to the mortgage loan identified on Annex A to this prospectus supplement
as Hampton Inn Carbondale, representing approximately 0.1% of the initial
mortgage pool balance and 0.1% of the initial sub-pool 1 balance, the mortgaged
property currently benefits from a tax abatement. For the past five years, the
mortgaged property was subject only to taxes on the value of the land, and for
the next five years, the tax will increase to include 50% of the taxes on the
improvements. Additionally, in the case of the mortgage loan secured by the
mortgaged property identified on Annex A to this prospectus supplement as 1900
Campus Walk, representing approximately 0.2% of the initial mortgage pool
balance and 0.2% of the initial sub-pool 1 balance, the mortgaged property
currently benefits from a tax abatement that will expire on December 31, 2011
and with respect to the mortgage loan secured by the mortgaged property
identified on Annex A to this prospectus supplement as Branson Landing,
representing approximately 1.4% of the initial mortgage pool balance and 1.5% of
the initial sub-pool 1 balance, the mortgaged property is subject to a PILOT
program.

      Tenant Actions May Affect Anticipated Cash Flow at the Property. In
general, the underwritten cash flow for a particular mortgaged property is based
on certain assumptions made by the applicable originator(s) in connection with
the origination of the mortgage loan, including assumptions related to tenants
at the mortgaged property. Unanticipated actions of a tenant may challenge these
assumptions and cause a decline in the cash flow at the mortgaged property.

      See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan
Depends on the Performance and Value of the Underlying Real Property, Which May
Decline Over Time, and the Related Borrower's Ability to Refinance the Property,
of Which There Is No Assurance--The Successful Operation of a Multifamily or
Commercial Property Depends on Tenants" in the accompanying prospectus.

      Certain Mortgaged Properties Have Restrictions Limiting Uses. Certain of
the mortgaged properties may be subject to certain use restrictions imposed
pursuant to reciprocal easement agreements, operating agreements, historical
landmark designations or, in the case of condominiums, condominium declarations
or other condominium use restrictions or regulations. Such use restrictions
could include, for example, limitations on the use or character of the
improvements or the properties, limitations affecting noise and parking
requirements, among other things, and limitations on the borrowers' right to
operate certain types of facilities within a prescribed radius. These
limitations could adversely affect the ability of the related borrower to lease
the mortgaged property on favorable terms, thus adversely affecting the
borrower's ability to fulfill its obligations under the related mortgage loan.

      Certain Mortgaged Properties Contain Specialty Uses. Certain of the
mortgaged properties are special-use in nature and would require capital
expenditures in order to retrofit the space for other users in the event that
the existing tenant vacates. For example, with respect to the mortgage loan
identified on Annex A to this prospectus supplement as Savvis Data Center and
150 South Street representing 1.0% and 0.8%, respectively, of the initial
mortgage pool balance and approximately 1.1% and 0.9%, respectively, of the
initial sub-pool 1 balance, the mortgaged property will not easily be converted
to other uses due to the unique construction requirements of data center
buildings. In the case of the mortgage loans identified on Annex A to this
prospectus supplement as Car Dealership Portfolio and Park Place Motorcars,
representing approximately 0.8% and 0.7%, respectively, of the initial mortgage
pool balance and 0.8% and 0.7%, respectively, of the initial sub-pool 1 balance,
the mortgaged properties are automobile dealerships and will not easily be
converted to other uses due to the unique construction requirements of the
related tenant. In the case of the mortgage loans identified on Annex A to this
prospectus supplement as Life Time Fitness Portfolio, Lake Mead and 972
Partnership, representing approximately 1.6%, 0.1% and 0.0%, respectively, of
the initial mortgage pool balance and 1.7%, 0.1% and 0.0%, respectively, of the
initial sub-pool 1 balance, the mortgaged properties are, or include, fitness
centers or yoga studios and will not easily be converted to other uses due to
the unique construction requirements of the related tenant. See "--In Some
Cases, a Mortgaged Property Is Dependent on a Single Tenant or on One or a Few
Major Tenants" and "--Lending on Income-Producing Real Properties Entails
Environmental Risks" below for certain other risks associated with this
mortgaged property.

      In Some Cases, a Mortgaged Property Is Dependent on a Single Tenant or on
One or a Few Major Tenants. In the case of 172 mortgaged properties, securing
39.1% of the initial mortgage pool balance, the related borrower has leased the
property to at least one tenant that occupies 25% or more of the particular
mortgaged property. In the case of 61 of those properties, securing 9.7% of the
initial mortgage pool balance, the related borrower has leased all or
substantially all of the particular mortgaged property to a single tenant.
Accordingly, although the leased space


                                      S-54



may be re-let at similar rents, the full and timely payment of each of the
related mortgage loans is highly dependent on the continued operation of the
major tenant or tenants, which, in some cases, is the sole tenant at the
mortgaged property.

      With respect to the mortgage loan, secured by a portfolio of 36 mortgaged
properties, identified on Annex A to this prospectus supplement as Schron
Industrial Portfolio, representing approximately 4.6% of the initial mortgage
pool balance and 5.0% of the initial sub-pool 1 balance, 8 of the mortgaged
properties each are leased wholly to a single tenant or tenant that occupies at
least 70% of the mortgaged property, whose leases expire prior to the maturity
date of the mortgage loan.

      With respect to the mortgage loan identified on Annex A to this prospectus
supplement as Stafford Place I representing approximately 2.7% of the initial
mortgage pool balance and approximately 2.9% of the initial sub-pool 1 balance,
97% of the mortgaged property is leased to one tenant (The United States of
America, for use by the National Science Foundation), whose lease expires in
December, 2013 (prior to the maturity date of the mortgage loan). The mortgage
loan provides for (i) a cash flow sweep commencing eighteen months prior to the
expiration of the lease term and (ii) a letter of credit to be delivered at that
time in an amount equal to $20 per square foot, less the amount of excess cash
that the lender estimates will be swept during that period. The obligation to
deliver that letter of credit is guaranteed by the sponsor of the mortgage loan.

      With respect to the mortgage loan, secured by a portfolio of 14 mortgaged
properties, identified on Annex A to this prospectus supplement as COPT Office
Portfolio, representing approximately 2.2% of the initial mortgage pool balance
and 2.4% of the initial sub-pool 1 balance, 7 of the mortgaged properties each
are leased wholly to a single tenant or a tenant that occupies at least 70% of
the mortgaged property, whose lease expires prior to the maturity date of the
mortgage loan.

      With respect to the mortgage loan identified on Annex A to this prospectus
supplement as Savvis Data Center representing 1.0% of the initial mortgage pool
balance and approximately 1.1% of the initial sub-pool 1 balance, the mortgaged
property is leased to a single tenant, Savvis, Inc., a global information
technology company, whose lease expires on September 30, 2015 (prior to the
maturity date of such mortgage loan). Out of the 300,000 square feet of space,
49,000 square feet are occupied by Savvis, Inc. and 251,000 square feet are
subleased to Microsoft Corporation. The mortgage loan provides for a cash flow
sweep commencing twelve months prior the expiration of the lease term and ending
when $1,200,000 has been deposited into a leasing reserve. See "Risk
Factors--Risks Related to the Underlying Mortgage Loans --Lending on
Income-Producing Real Properties Entails Environmental Risks" for certain other
risks associated with this mortgaged property.

      With respect to the mortgage loan identified on Annex A to this prospectus
supplement as 4411 West Olive Avenue representing 0.2% of the initial mortgage
pool balance and approximately 0.2% of the initial sub-pool 1 balance, the
mortgaged property is leased to a single tenant, Modem Videofilm, Inc., a
feature film and television post-production company, whose lease expires on
February 28, 2012 (prior to the maturity date of such mortgage loan). The
mortgage loan provides for a cash flow sweep commencing eighteen months prior to
the expiration of the lease term and ending when sufficient funds have been
deposited into the leasing reserve to pay for anticipated re-tenanting expenses.
The tenant has an option to purchase the mortgaged property for the purchase
price of not less than $19,000,000. If the tenant exercises its purchase option
prior to the defeasance period, then the borrower is required to prepay the
loan, together with payment of an amount equal to the greater of (i) the yield
maintenance premium and (ii) 6% of the amount prepaid. If the tenant exercises
its purchase option during the defeasance period, then the borrower is required
to defease the loan.

      Certain other mortgage loans may have a single tenant whose lease expires
prior to the maturity of the related mortgage loan. See Annex A to this
prospectus supplement for the lease expiration dates for the three largest
tenants at each mortgaged property.

      See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan
Depends on the Performance and Value of the Underlying Real Property, Which May
Decline Over Time, and the Related Borrower's Ability to Refinance the Property,
of Which There Is No Assurance--The Successful Operation of a Multifamily or
Commercial Property Depends on Tenants," "--Repayment of a Commercial or
Multifamily Mortgage Loan Depends on the Performance and Value of the Underlying
Real Property, Which May Decline Over Time, and the Related Borrower's Ability
to Refinance the Property, of Which There Is No Assurance--Dependence on a
Single


                                      S-55



Tenant or a Small Number of Tenants Makes a Property Riskier Collateral" and
"--Repayment of a Commercial or Multifamily Mortgage Loan Depends on the
Performance and Value of the Underlying Real Property, Which May Decline Over
Time, and the Related Borrower's Ability to Refinance the Property, of Which
There Is No Assurance--Tenant Bankruptcy Adversely Affects Property Performance"
in the accompanying prospectus.

      Certain Additional Risks Relating to Tenants

      The mortgaged properties related to many of the mortgage loans will
experience substantial (50% of gross leasable area or more) lease rollover prior
to the maturity date, and in many cases soon after the closing dates of the
mortgage loans or relatively near, or soon after, the maturity dates of the
mortgage loans. See "--Retail or Office Properties" below and Annex A to this
prospectus supplement for the lease expiration dates for the three largest
tenants at each mortgaged property. With respect to the mortgage loans described
above and certain other mortgage loans in the trust fund, the related loan
documents require tenant improvement and leasing commission reserves (including
trapping excess cash flow after notice of lease termination), and in many cases,
the leases contain lessee extension options extending the term of such leases
for a specified term. However, there can be no assurance that any such extension
options will be exercised or that the amount of any such reserves will be
adequate to mitigate the lack of rental income associated with these rollovers.
Also, certain of the mortgaged properties may be subject to tenant termination
rights prior to the maturity date of the related mortgage loan.

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

      With respect to certain of the mortgage loans, the related borrower has
given to certain tenants or others an option to purchase, a right of first
refusal and/or a right of first offer to purchase all or a portion of the
mortgaged property in the event a sale is contemplated, and such right may not
be subordinate to the related mortgage. This may impede the mortgagee's ability
to sell the related mortgaged property at foreclosure, or, upon foreclosure,
this may affect the value and/or marketability of the related mortgaged
property. Additionally, the exercise of a purchase option may result in the
related mortgage loan being prepaid during a period when voluntary prepayments
are otherwise prohibited.

      Certain Mortgaged Properties Contain Theaters. Theater properties are
exposed to certain unique risks. For example, any vacant theater space would not
easily be converted to other uses due to the unique construction requirements of
theaters and in prior years the theater industry experienced a high level of
construction of new theaters, reduced attendance and an overall increase in
competition among theater operators. This caused some operators to experience
financial difficulties, resulting in downgrades in their credit ratings and, in
certain cases, bankruptcy filings.

      The inclusion in the mortgage pool of a significant concentration of
mortgage loans that are secured by mortgage liens on a particular type of
income-producing property makes the overall performance of the mortgage pool
materially more dependent on the factors that affect the operations at and value
of that property type. See "Description of the Trust Assets--Mortgage Loans--A
Discussion of the Various Types of Multifamily and Commercial Properties that
May Secure Mortgage Loans Underlying a Series of Offered Certificates" in the
accompanying prospectus.

      Retail or Office Properties. 74.4% of the initial mortgage pool balance
and 80.5% of the initial sub-pool 1 balance will be secured by mortgage liens on
retail or office properties. Repayment of the mortgage loans secured by retail
and office properties will be affected by, among other things:

      o     the exercise of termination options by tenants (including the
            exercise of such options by government-sponsored tenants that
            typically have a right to terminate their lease at any time or for
            lack of appropriations);


                                      S-56



      o     the timing of lease expirations (many of which lease expirations
            occur at varying rates, close in time and/or prior to the related
            mortgage loan maturity date) (see Annex A to this prospectus
            supplement for the lease expiration dates for the three largest
            tenants at each mortgaged property);

      o     the ability to renew leases or re-let space on comparable terms;

      o     a concentration of tenants in a particular industry (at one or more
            of the mortgaged properties), as such properties may be more
            vulnerable to industry slumps or other economic downturn (and losses
            may be more severe) than if tenants were in diverse industries;

      o     a concentration of the same tenant at different mortgaged
            properties;

      o     the ability to build new competing properties in the same area as
            the mortgaged property; and

      o     the financial difficulties or bankruptcy of a tenant (certain of
            which tenants may currently be, may have been, or may in the future
            be the subject of a bankruptcy proceeding).

      In addition, in the case of the retail properties located in Nevada,
Hawaii and/or certain other states, the income from, and the market value of,
those properties may be adversely affected by any factors affecting the economy
of those areas such as a downturn in the tourist industry, nationwide decreases
in oil supplies and regional interruptions in travel and transportation.

      Sixty-seven of the mortgaged properties, securing 14.8% of the initial
mortgage pool balance and 16.1% of the initial sub-pool 1 balance, are primarily
used for retail purposes. We consider 42 of those retail properties, securing
10.9% of the initial mortgage pool balance, to be anchored or shadow anchored.
An anchor tenant is a retail tenant whose space is substantially larger in size
than that of other tenants and whose operation is vital in attracting customers
to the retail mall or shopping center. A "SHADOW ANCHOR" is a store or business
that materially affects the draw of customers to a retail property, but which
may be located at a nearby property or on a portion of that retail property that
does not secure the related mortgage loan. Despite the importance of a shadow
anchor to any particular retail property that is not part of the mortgaged
property, the borrower and/or lender may have little or no ability to ensure
that any shadow anchor continues operations at or near the mortgaged property.
Retail tenants often have co-tenancy provisions permitting them to, among other
things, cease operation or reduce their rent in the event an anchor or other
significant tenant ceases operations, goes dark or fails to renew its lease.
Many tenants at retail properties have co-tenancy provisions in their leases.
There can be no assurance that the actions of a significant tenant at a retail
center (including a tenant that is not leasing a portion of the mortgaged
property) will not have a significant impact on the collateral for the mortgage
loan or the related borrower's ability to make its mortgage loan payments. See
"--Certain Additional Risks Relating to Tenants" above and "Description of the
Trust Assets--Mortgage Loans--A Discussion of the Various Types of Multifamily
and Commercial Properties that May Secure Mortgage Loans Underlying a Series of
Certificates--Retail Properties" in the accompanying prospectus.

      We are aware of the following issues with respect to the mortgage loans we
intend to include in the trust that may impact a borrower's ability to repay a
mortgage loan secured by a retail property:

      o     Ninety-nine of the mortgaged properties, securing 59.6% of the
            initial mortgage pool balance and 64.4% of the initial sub-pool 1
            balance, are primarily used for office purposes. Some of those
            office properties are heavily dependent on one or a few major
            tenants that lease a substantial portion of or the entire property.
            See "Description of the Trust Assets--Mortgage Loans--A Discussion
            of the Various Types of Multifamily and Commercial Properties that
            May Secure Mortgage Loans Underlying a Series of
            Certificates--Office Properties" in the accompanying prospectus.

      o     With respect to certain office properties, the related mortgaged
            property is a medical office. The performance of a medical office
            property may depend on reimbursement for patient fees from private
            or government sponsored insurers. Issues related to reimbursement
            (ranging from non-payment to delays in payment) from such insurers
            could adversely impact cash flow at such mortgaged properties. In
            addition, medical office properties may not be easily converted to
            other uses.


                                      S-57



      o     With respect to the mortgage loan identified on Annex A to this
            prospectus supplement as Baybrook Gateway, representing
            approximately 0.6% of the initial mortgage pool balance and
            approximately 0.7% of the initial sub-pool 1 balance, the
            second-largest tenant, Circuit City Stores Inc., has executed a
            lease, but has not yet taken occupancy. At origination an escrow of
            $1,357,422 was held back as a tenant improvement and leasing
            commission reserve and an escrow of $730,906 was held back as a
            rental reserve representing 14 months of rent. Circuit City Stores
            Inc. has recently announced plans to close a number of stores. We
            cannot assure you that this tenant will take occupancy.

      We are aware of the following issues with respect to the mortgage loans we
intend to include in the trust that may impact a borrower's ability to repay a
mortgage loan secured by an office property:

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Peachtree
            Center, representing approximately 3.2% of the initial mortgage pool
            balance and 3.4% of the initial sub-pool 1 balance, 72.8% of the
            related mortgaged property identified on Annex A this prospectus
            supplement as Peachtree Center-Marquis is leased to The West Group,
            Inc., a subsidiary of a Canadian publisher, who vacated its entire
            space in 2002 following its acquisition of the original tenant
            (American Information, Inc.) in 1999. Although the tenant is
            currently paying rent, the lease expires on January 31, 2008, and
            there can be no assurance that the vacated space will be relet prior
            to the expiration of the lease.

      o     With respect to the mortgage loan identified on Annex A to this
            prospectus supplement as Southern California Portfolio, representing
            approximately 2.0% of the initial mortgage pool balance and 2.2% of
            the initial sub-pool 1 balance, 27.7% of the related mortgaged
            property identified on Annex A to this prospectus supplement as Via
            Frontera Business Park is leased to BAE Systems Mission, who is
            expected to vacate its space upon its lease expiration in December
            2007. The related mortgaged property identified on Annex A to this
            prospectus supplement as Poway Industrial is leased to a single
            tenant (Jabail Circuit, Inc.), whose lease expires in October, 2010.
            Jabil Circuit, Inc. currently subleases 40% of its industrial space
            (44,800 sf) to Bioscan. An escrow of $7,800,000 was held back at
            closing as a tenant improvement and leasing commission reserve and
            upon depleting the reserve below $1,000,000, excess cash flow from
            the mortgaged property after payment of all amounts then due and
            owing under the loan documents will be trapped up to $2,250,000.
            However, there is no assurance that the amount of any such reserves
            will be adequate to mitigate the lack of rental income associated
            with this rollover.

      o     With respect to the mortgage loan identified on Annex A to this
            prospectus supplement as Lake Marriott and Orchard Parkway,
            representing approximately 1.6% of the initial mortgage pool balance
            and approximately 1.8% of the initial sub-pool 1 balance, one of the
            related mortgaged properties known as "Lake Marriott" is currently
            28% vacant.

      o     With respect to the mortgage loan identified on Annex A to this
            prospectus supplement as Public Ledger Building, representing
            approximately 0.6% of the initial mortgage pool balance and
            approximately 0.7% of the initial sub-pool 1 balance, the related
            mortgaged property was constructed in 1927 and is listed on the
            Philadelphia National Register of Historic Places. Accordingly, the
            mortgaged property may require more ongoing capital expenditure
            programs and maintenance than more recently developed properties.
            See also "--Risks Related to Construction, Redevelopment and
            Renovation at the Mortgaged Properties" below and "--Certain
            Mortgaged Properties Have Restrictions Limiting Uses" regarding
            certain other risks associated with this mortgaged property.

      Risks Particular to Furniture Mart Properties. One (1) mortgage loan
identified in Annex A to this prospectus supplement as Merchandise Mart,
representing approximately 2.7% of the initial pool balance and 2.9% of the
initial sub-pool 1 balance, is secured by a property that is comprised in part
by a furniture mart property. Various factors affect the viability of furniture
mart properties, including location, increased competition, national economic
conditions and advances in technology. The success of a furniture mart property
is dependent to a certain extent on the location of the property, which affects
the accessibility of the property to potential retail customers, the
availability of nearby major transportation facilities, including airports, and
sufficient hotel facilities to accommodate the seasonal requirements of periodic
trade shows, and the public perception of the safety of customers at such
properties. Furniture mart centers may be affected adversely by the additional
development of


                                      S-58



other furniture marts, as well as by other types of competing properties or
alternate distribution methods by manufacturers, such as outlet centers and
discount stores. The mortgaged property competes with other major national and
regional apparel marts, wholesale marts and temporary trade shows. These
properties also face competition from sources outside a given real estate market
including internet commerce. Continued growth of these and other alternative
outlets (which are often characterized by lower operating costs) could adversely
affect the rents collectible at the mortgaged property. Increased competition
could adversely affect income from and market value of the mortgaged property.
As manufacturers open their own outlet centers and discount stores contribute to
the decline in the number of certain independent retailers, the number of buyers
visiting furniture mart centers could decline. Moreover, furniture marts are not
readily adaptable to an alternative use.

      Hospitality Properties. Twenty-one of the mortgage loans, representing
approximately 7.2% of the initial mortgage pool balance and 7.8% of the initial
sub-pool 1 balance, are secured by one or more hospitality properties.
Hospitality properties can be seasonal in nature, which can be expected to cause
periodic fluctuations in room and restaurant revenues, occupancy levels, room
rates and operating expenses. The economic success of hospitality properties is
generally subject to the factors included in "Risk Factors--Repayment of a
Commercial or Multifamily Mortgage Loan Depends on the Performance and Value of
the Underlying Real Property, Which May Decline Over Time, and the Related
Borrower's Ability to Refinance the Property, of Which There Is No
Assurance--Hospitality Properties" and "Description of the Trust
Assets--Mortgage Loans--A Discussion of the Various Types of Multifamily and
Commercial Properties that May Secure Mortgage Loans Underlying a Series of
Certificates--Hospitality Properties" and "--Recreational and Resort Properties"
in the accompanying prospectus.

      Certain mortgage loans included in the trust are secured by hospitality
properties that are independent hotels and are not affiliated with a hotel
chain. The lack of a franchise affiliation, or of a nationally known franchise
affiliation, may adversely affect the performance of a hotel property.

      Multifamily Properties. Fifty-six of the mortgage loans, representing
approximately 7.4% of the initial mortgage pool balance, which are all in
sub-pool 2, representing approximately 98.1% of the initial sub-pool 2 balance,
are secured by one or more multifamily properties. The economic success of
multifamily properties is generally subject to the factors included in "Risk
Factors--Repayment of a Commercial or Multifamily Mortgage Loan Depends on the
Performance and Value of the Underlying Real Property, Which May Decline Over
Time, and the Related Borrower's Ability to Refinance the Property, of Which
There Is No Assurance--Many Risk Factors are Common to Most or all Multifamily
and Commercial Properties" and "--The Successful Operation of a Multifamily or
Commercial Property Depends on Tenants" in the accompanying prospectus.

      Certain of the multifamily properties are leased to persons eligible for
low income housing tax credits or persons who receive government rent subsidies
under various government-funded programs, including the Section 8 Tenant-Based
Assistance Rental Certificate Program of the United States Department of Housing
and Urban Development. There is no assurance that such programs will be
continued in their present form or that the level of assistance provided to
these tenants will be sufficient to generate enough revenues for the related
borrower to meet its obligations under the related mortgage loan.

      We are aware of the following issues with respect to the mortgage loans we
intend to include in the trust that may impact a borrower's ability to repay a
mortgage loan secured by a multifamily property:

      With respect to the mortgage loan identified on Annex A to this prospectus
supplement as Timberwood Trace Apartments, representing approximately 0.2% of
the initial mortgage pool balance and 2.1% of the initial sub-pool 2 balance,
the building benefits from a low-income housing credit under Section 42 of the
Internal Revenue Code.

      For a discussion of certain multifamily properties that are undergoing a
renovation, see "--Risks Related to Construction, Redevelopment and Renovation
at the Mortgaged Properties" below.

      Geographic Concentration Risk. The inclusion of a significant
concentration of mortgage loans that are secured by mortgage liens on properties
located in a particular state makes the overall performance of the mortgage pool
materially more dependent on economic and other conditions or events in that
state. See "Risk Factors--Geographic Concentration Within a Trust Exposes
Investors to Greater Risk of Default and Loss" in the accompanying prospectus.
The mortgaged properties located in any given state may be concentrated in one
or more areas within that state. Annex A to this prospectus supplement contains
the address for each mortgaged property.


                                      S-59



      The tables below show the states with concentrations of mortgaged
properties over 5% of the initial mortgage pool balance, initial sub-pool 1
balance and initial sub-pool 2 balance. With respect to multi-property mortgage
loans with properties located in different states, the cut-off date balance and
percentage of initial mortgage pool balance, initial sub-pool 1 balance and
initial sub-pool 2 balances are based on the allocated loan amount for such
mortgaged property.

                             GEOGRAPHIC DISTRIBUTION

                            ALL MORTGAGED PROPERTIES



                                    NUMBER OF           AGGREGATE CUT-OFF DATE     % OF INITIAL MORTGAGE POOL
          STATE                MORTGAGED PROPERTIES            BALANCE                      BALANCE
- --------------------------     --------------------     ----------------------     --------------------------

New York .................              49                  $1,444,487,094                   22.0%
California ...............              54                  $  769,904,256                   11.7%
Massachusetts ............              3                   $  659,500,000                   10.0%
Texas ....................              26                  $  427,737,196                    6.5%
Georgia ..................              14                  $  419,383,904                    6.4%


                                   SUB-POOL 1



                                           NUMBER OF
          STATE                MORTGAGED PROPERTIES IN SUB-POOL 1     % OF INITIAL SUB-POOL 1 BALANCE
- --------------------------     ----------------------------------     -------------------------------

New York .................                     49                                  23.7%
Massachusetts ............                     3                                   10.8%
California ...............                     29                                  10.3%
Georgia ..................                     13                                  6.7%
Texas ....................                     22                                  5.8%


                                   SUB-POOL 2



                                           NUMBER OF
          STATE                MORTGAGED PROPERTIES IN SUB-POOL 2     % OF INITIAL SUB-POOL 2 BALANCE
- --------------------------     ----------------------------------     -------------------------------

California................                     25                                  28.6%
North Carolina............                     11                                  16.4%
Texas.....................                     4                                   14.9%
Indiana...................                     7                                   12.8%
Nevada....................                     1                                   10.1%


      The Mortgage Pool Will Include Material Concentrations of Balloon Loans.
One hundred ninety-nine of the mortgage loans, representing approximately 99.9%
of the initial mortgage pool balance, of which 175 mortgage loans are in
sub-pool 1, representing approximately 99.9% of the initial sub-pool 1 balance
and 24 mortgage loans are in sub-pool 2, representing approximately 100.0% of
the initial sub-pool 2 balance, are balloon loans where the balloon payment is
due on the stated maturity date of the mortgage loan. The ability of a borrower
to make the required balloon payment on a balloon loan at maturity depends upon
the borrower's ability either to refinance the loan or to sell the mortgaged
property, which depends on economic and market factors that cannot be predicted.
See "Description of the Mortgage Pool--Terms and Conditions of the Trust
Mortgage Loans" in this prospectus supplement and "Risk Factors--The Investment
Performance of Your Offered Certificates Will Depend Upon Payments, Defaults and
Losses on the Underlying Mortgage Loans; and Those Payments, Defaults and Losses
May Be Highly Unpredictable--There is an Increased Risk of Default Associated
with Balloon Payments" in the accompanying prospectus.

      The Mortgage Pool Will Include Some Disproportionately Large Mortgage
Loans. The effect of mortgage pool losses will be more severe if the losses
relate to mortgage loans that account for a disproportionately large percentage
of the total mortgage pool balance. See "Description of the Mortgage
Pool--General," "--Multi-Property Mortgage Loans and Mortgage Loans with
Affiliated Borrowers" and "Annex B--Structural and Collateral Term Sheet--Ten
Largest Mortgage Loans--"John Hancock Tower & Garage at Clarendon," "--590
Madison Avenue," "--Schron Industrial Portfolio," "--667 Madison Avenue,"
"--TIAA RexCorp Long Island Portfolio,"


                                      S-60



"--Peachtree Center," "--Pickwick Plaza," "--Stafford Place I," "--Merchandise
Mart" and "--COPT Office Portfolio" in this prospectus supplement and "Risk
Factors--Loan Concentration Within a Trust Exposes Investors to Greater Risk of
Default and Loss" in the accompanying prospectus.

      The table below presents information regarding loan concentration for all
mortgage loans in the trust:

                               LOAN CONCENTRATION



                                           AGGREGATE CUT-OFF     % OF INITIAL POOL     % OF THE INITIAL SUB-POOL 1
                                             DATE BALANCE             BALANCE                    BALANCE
                                          -------------------   -------------------   -----------------------------

Largest Single Mortgage Loan .........      $  640,500,000              9.7%                      10.5%
Largest 5 Mortgage Loans .............      $1,781,400,000             27.1%                      29.3%
Largest 10 Mortgage Loans ............      $2,686,500,000             40.9%                      44.2%
Largest Related Borrower Concentration      $  466,400,000              7.1%                       7.7%
Next Largest Related Borrower
   Concentration .....................      $  145,750,000              2.2%                       2.4%


      The Mortgage Pool Will Include Leasehold Mortgaged Properties. Eighteen
mortgaged properties, representing approximately 11.5% of the initial mortgage
pool balance, all of which are in sub-pool 1, representing approximately 12.5%
of the initial sub-pool 1 balance, are secured by a mortgage lien on the related
borrower's leasehold interest in all or a material portion of the related
mortgaged property, but not by the corresponding fee interest in the property
that is subject to the ground lease. Because of possible termination of the
related ground lease and potential rental payment increases, lending on a
leasehold interest in a property is riskier than lending on an actual ownership
interest in that property notwithstanding the fact that a lender, such as the
trustee on behalf of the trust, generally will have the right to cure defaults
under the related ground lease. See "Description of the Mortgage
Pool--Additional Loan and Property Information--Ground Leases" in this
prospectus supplement. See also "Risk Factors--Ground Leases Create Risks for
Lenders That Are Not Present When Lending on an Actual Ownership Interest in a
Real Property" and "Legal Aspects of Mortgage Loans--Foreclosure--Leasehold
Considerations" in the accompanying prospectus. Each mortgage loan secured by
overlapping fee and leasehold interests or by a predominant fee interest and a
relatively minor leasehold interest, is presented as being secured by a fee
simple interest in this prospectus supplement.

      Condominium Ownership May Limit Use of the Property and Decision Making
Related to the Property. In the case of the condominiums, a board of managers
generally has discretion to make decisions affecting the condominium and there
may be no assurance that the related borrower will have any control over
decisions made by the related board of managers. Decisions made by that board of
managers, including regarding assessments to be paid by the unit owners,
insurance to be maintained on the condominium and many other decisions affecting
the maintenance of that condominium, may have an adverse impact on the mortgage
loans that are secured by condominium interests. We cannot assure you 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 on the part of the borrower will not allow the applicable special
servicer the same flexibility in realizing on the collateral as is generally
available with respect to commercial properties that are not condominiums. The
rights of other unit owners, the documents governing the management of the
condominium units and the state and local laws applicable to condominium units
must be considered. In addition, in the event of a casualty with respect to a
mortgaged property which consists of a condominium interest, due to the possible
existence of multiple loss payees on any insurance policy covering the mortgaged
property, there could be a delay in the allocation of related insurance
proceeds, if any. Consequently, servicing and realizing upon a condominium
property could subject you to a greater delay, expense and risk than with
respect to a mortgage loan secured by a commercial property that is not a
condominium. See "Description of the Trust Assets--Mortgage Loans--A Discussion
of Various Types of Multifamily and Commercial Properties that May Secure
Mortgage Loans Underlying a Series of Offered Certificates" in the accompanying
prospectus.


                                      S-61



      We are aware of the following items related to the mortgage loans secured
by the condominiums or the mortgaged properties that may be converted into
condominiums:

      o     In the case of the mortgage loan identified on Annex A to this
            prospectus supplement as TIAA RexCorp Long Island Portfolio,
            representing approximately 3.6% of the initial mortgage pool balance
            and 3.9% of the initial sub-pool 1 balance, the borrower that owns
            the mortgaged properties identified on Annex A to this prospectus
            supplement as 58 South Service Road and 68 South Service Road have
            the right, in-lieu of effectuating a subdivision of those mortgaged
            properties, to convert each property into a separate condominium
            unit.

      o     In the case of the mortgage loan identified on Annex A to this
            prospectus supplement as 51 JFK Parkway, representing approximately
            1.3% of the initial mortgage pool balance and 1.4% of the initial
            sub-pool 1 balance, the borrower's interest in the mortgaged
            property is a fee interest in the office unit of a condominium.
            Pursuant to the related condominium documents, the borrower may
            appoint 50% of the condominium board and is responsible for
            maintenance charges on 50% of the common elements.

      o     With respect to the mortgaged property identified on Annex A to this
            prospectus supplement as Public Ledger Building, representing
            approximately 0.6% of the initial mortgage pool balance and 0.7% of
            the initial sub-pool 1 balance, the borrower has the right, subject
            to compliance with certain terms and conditions set forth in the
            applicable loan documents, to convert the mortgaged property into a
            condominium form of ownership pursuant to which floors 2 through 5
            in the property would be designated for development as luxury
            residential apartments and the balance of the property would be a
            commercial condominium. For a description of certain risks
            associated with this conversion, see also "--Risks Related to
            Construction, Redevelopment and Renovation at the Mortgaged
            Properties" below.

      o     The borrower's interest in the mortgaged properties identified on
            Annex A to this prospectus supplement as Hartford Square North,
            representing approximately 0.3% of the initial mortgage pool balance
            and 0.3% of the initial sub-pool 1 balance, respectively, of the
            initial mortgage pool balance are fee interests in 12 condominium
            units in a 13 unit condominium. The borrower's unit represents an
            88.219% interest in the common elements of the condominium; the
            other unit owner has an 11.781% interest. The related borrower
            controls the condominium board and the condominium association and
            has succeeded to all developer and declarant rights, including,
            without limitation, consent rights with respect to capital
            improvements, reserves and insurance, under the condominium
            declaration.

      o     With respect to the mortgaged property identified on Annex A to this
            prospectus supplement as Woodhaven, representing approximately 0.1%
            of the initial mortgage pool balance and 0.1% of the initial
            sub-pool 1 balance, the mortgaged property is a fee interest in a
            condominium unit. In lieu of a condominium association, maintenance
            and repair of common areas are subject to an agreement between the
            individual condominium owners, and each individual condominium owner
            is responsible for maintaining its own unit.

      Risks Related to Construction, Redevelopment and Renovation at the
Mortgaged Properties. Certain of the mortgaged properties are properties which
are currently undergoing or are expected to undergo in the future redevelopment
or renovation. The construction of improvements on a mortgaged property involves
significant risks, including increases in the cost of labor and materials,
unavailability or delays in obtaining specified materials, defaults by general
contractors and subcontracts, delays in issuance or inability to obtain permits,
the greater risk of casualty during construction, the insufficiency of available
funds and inability to enforce completion guaranties. We cannot assure you that
current or planned construction, redevelopment or renovation will be completed,
that such construction, redevelopment or renovation will be completed in the
time frame contemplated, or that, when and if construction, redevelopment or
renovation is completed, such construction, redevelopment or renovation will
improve the operations at, or increase the value of, the subject property.
Failure of any of the foregoing to occur could have a material negative impact
on the related mortgage loan, which could affect the ability of the related
borrower to repay the related mortgage loan in the trust. In the event the
related borrower fails to pay the costs of work completed or material delivered
in connection with such ongoing construction, redevelopment or renovation, the
portion of the mortgaged property on which there is construction or renovation
may be subject to mechanic's or materialmen's liens that may be senior to the
lien of the related mortgage loan.


                                      S-62



      o     With respect to the mortgage loan identified on Annex A to this
            prospectus supplement as Public Ledger Building, representing
            approximately 0.6% of the initial mortgage pool balance and
            approximately 0.7% of the initial sub-pool 1 balance, the borrower
            has the right, subject to compliance with certain terms and
            conditions set forth in the applicable loan documents, to convert
            the mortgaged property into a condominium form of ownership pursuant
            to which floors 2 through 5 in the property would be designated for
            development as luxury residential apartments and the balance of the
            property would be a commercial condominium. Following such
            conversion, the borrower will have the right to obtain the release
            of one or more of such floors 2 through 5 from the lien of the
            mortgage upon payment of a release price for each such floor
            calculated as set forth in the applicable loan documents. Following
            the release of any such floor from the lien of the mortgage, the
            borrower or its affiliate would have the right to renovate those
            floors into luxury residential apartments. Although the applicable
            loan documents contain provisions intended to protect the owner of
            the commercial condominium from adverse affects of construction that
            may take place in floors 2 through 5 of the mortgaged property by
            reason of the their conversion into luxury residential apartments,
            there is no assurance that there will in fact be no adverse affects
            on the commercial condominium, including adverse affects on the
            marketing of vacant space in the commercial condominium, or
            interference with the business of tenants of the commercial
            condominium and resulting claims by such tenants against the
            borrower. In addition, such construction may entail work in the
            commercial condominium itself or in common areas of the building,
            which may also result in adverse affects on the commercial
            condominium.

      o     With respect to the mortgage loan identified on Annex A to this
            prospectus supplement as 1900 Campus Walk, representing
            approximately 0.2% of the initial mortgage pool balance and 0.2% of
            the initial sub-pool 1 balance, the related mortgaged property is a
            multi-use property with hospitality, office and retail space. Under
            an occupancy guaranty made by the ground lessor, the ground lessor
            has the right to cause the borrower to convert the hospitality space
            at the ground lessor's cost to office space and to sublease such
            converted space back to the ground lessor. Until rent under such
            sublease commences, the ground lessor remains obligated to pay up to
            the maximum amount that it would have been liable for during such
            period under such occupancy guaranty. In addition, the ground lessor
            may request that the hospitality space be converted to residential
            units at the borrower's cost. Under the loan documents, however, the
            borrower may not undertake or permit any such residential conversion
            without the lender's prior written consent. The borrower also has
            the right under the loan documents to request that the lender permit
            the borrower to expand the hospitality space by converting a portion
            of the current office space to hospitality use, and the lender may
            grant or deny such request in its sole and absolute discretion.

      o     With respect to the mortgage loan secured by the mortgaged
            properties identified on Annex A to this prospectus supplement as
            Apollo Portfolio 1, representing approximately 0.7% of the initial
            mortgage pool balance and 8.8% of the initial sub-pool 2 balance,
            the borrower intends to renovate units at each mortgaged property on
            an ongoing basis to re-let. We cannot assure you that this
            construction would not adversely affect the related mortgage
            properties or that this renovation would result in the units being
            rented at market rents.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Renaissance
            Atlanta Waverly Hotel, representing approximately 1.5% of the
            initial mortgage pool balance and 1.6% of the initial sub-pool 1
            balance, the borrower is permitted to obtain a release of a portion
            of the mortgaged property currently used for parking in connection
            with contemplated construction.

      Some of the Mortgaged Properties Are Legal Nonconforming Uses or Legal
Nonconforming Structures. Some of the mortgage loans are secured by a mortgage
lien on a property that is a legal nonconforming use or a legal nonconforming
structure. This may impair the ability of the borrower to restore the
improvements on a mortgaged property to its current form or use following a
major casualty. See "Description of the Mortgage Pool--Additional Loan and
Property Information--Zoning and Building Code Compliance" in this prospectus
supplement and "Risk Factors--Changes in Zoning Laws May Adversely Affect the
Use or Value of a Real Property" in the accompanying prospectus.


                                      S-63



      Some of the Mortgaged Properties May Not Comply with the Americans with
Disabilities Act of 1990 or Similar Laws. Some of the mortgaged properties
securing mortgage loans that we intend to include in the trust may not comply
with the Americans with Disabilities Act of 1990 or similar state laws.
Compliance, if required, can be expensive. A borrower may be required to comply
with other existing and future federal, state or local laws and regulations
applicable to the related mortgaged property, for example, zoning laws,
expenditures of costs associated therewith or the imposition of injunctive
relief, penalties or fines in connection with the borrower's noncompliance could
negatively impact the borrower's cash flow and consequently, its ability to pay
its mortgage loan. See "Risk Factors--Compliance with the Americans with
Disabilities Act of 1990 May Be Expensive" and "Legal Aspects of Mortgage
Loans--Americans with Disabilities Act" in the accompanying prospectus.

      Multiple Mortgaged Properties Are Owned by the Same Borrower, Affiliated
Borrowers or Borrowers with Related Principals or Are Occupied, in Whole or in
Part, by the Same Tenant or Affiliated Tenants. Certain mortgage loans may have
borrowers that are the same or under common control. In addition, there are
tenants who lease space at more than one mortgaged property securing mortgage
loans that we intend to include in the trust. Furthermore, there may be tenants
that are related to or affiliated with a borrower. See Annex A to this
prospectus supplement for a list of the three largest tenants (based on square
feet occupied) at each of the mortgaged properties.

      The bankruptcy or insolvency of, or other financial problems with respect
to, any borrower or tenant that is, directly or through affiliation, associated
with two or more of the mortgaged properties securing mortgage loans could have
an adverse effect on all of those properties and on the ability of those
properties to produce sufficient cash flow to make required payments on the
related mortgage loans in the trust. A bankruptcy proceeding of a borrower or a
tenant could materially and adversely affect the ability to liquidate the
related mortgaged property. See "Risk Factors--Repayment of a Commercial or
Multifamily Mortgage Loan Depends on the Performance and Value of the Underlying
Real Property, Which May Decline Over Time, and the Related Borrower's Ability
to Refinance the Property, of Which There Is No Assurance--Tenant Bankruptcy
Adversely Affects Property Performance," "--Borrower Concentration Within a
Trust Exposes Investors to Greater Risk of Default and Loss" and "--Borrower
Bankruptcy Proceedings Can Delay and Impair Recovery on a Mortgage Loan
Underlying Your Offered Certificates" in the accompanying prospectus.

      The Borrower's Form of Entity May Cause Special Risks. Mortgage loans made
to legal entities may entail risks of loss greater than those of mortgage loans
made to individuals. For example, a legal entity, as opposed to an individual,
may be more inclined to seek legal protection from its creditors under the
bankruptcy laws. Unlike individuals involved in bankruptcies, most of the
entities generally do not have personal assets and creditworthiness at stake.
The terms of the mortgage loans generally require that the borrowers covenant to
be single purpose entities, although in many cases the borrowers are not
required to observe all covenants and conditions which typically are required in
order for them to be viewed under standard rating agency criteria as "special
purpose entities." In general, borrowers' organizational documents or the terms
of the mortgage loans limit their activities to the ownership of only the
related mortgaged property or properties and limit the borrowers' ability to
incur additional indebtedness. These provisions are designed to mitigate the
possibility that the borrowers' financial condition would be adversely impacted
by factors unrelated to the mortgaged property and the mortgage loan in the
pool. However, we cannot assure you that the related borrowers will comply with
these requirements. The bankruptcy of a borrower, or a general partner or
managing member of a borrower, may impair the ability of the lender to enforce
its rights and remedies under the related mortgage. Borrowers that are not
special purpose entities structured to limit the possibility of becoming
insolvent or bankrupt, may be more likely to become insolvent or the subject of
a voluntary or involuntary bankruptcy proceeding because such borrowers may be:

                  (i)   operating entities with business distinct from the
            operation of the property with the associated liabilities and risks
            of operating an ongoing business; or

                 (ii)   individuals that have personal liabilities unrelated to
            the property.

      However, any borrower, even a special purpose entity structured to be
bankruptcy remote, as an owner of real estate, will be subject to certain
potential liabilities and risks. We cannot assure you that any borrower will not
file for bankruptcy protection or that creditors of a borrower or a corporate or
individual general partner or managing member of a borrower will not initiate a
bankruptcy or similar proceeding against such borrower or corporate or
individual general partner or managing member.


                                      S-64



      Furthermore, with respect to any related borrowers, creditors of a common
parent in bankruptcy may seek to consolidate the assets of such borrowers with
those of the parent. Consolidation of the assets of such borrowers would likely
have an adverse effect on the funds available to make distributions on your
certificates, and may lead to a downgrade, withdrawal or qualification of the
ratings of your certificates. See "Borrower Bankruptcy Proceedings Can Delay and
Impair Recovery on a Mortgage Loan Underlying Your Offered Certificates" in the
accompanying prospectus.

      Some of the Mortgaged Properties Are Owned by Borrowers That Are
Tenants-In-Common. Fifteen of the mortgage loans, which collectively represent
approximately 9.9% of the initial mortgage pool balance (as identified on Annex
A to this prospectus supplement), of which 13 mortgage loans are in sub-pool 1,
representing approximately 10.1% of the initial sub-pool 1 balance and 2
mortgage loans are in sub-pool 2, representing approximately 7.5% of the initial
sub-pool 2 balance, have borrowers that own the related mortgaged properties as
tenants-in-common. Each tenant in common borrower is a single purpose entity. In
general, with respect to a tenant-in-common ownership structure, each
tenant-in-common owns an undivided share 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) such tenant-in-common has
the ability to seek a partition of the property (requesting that a court order a
sale of the property and a distribution of the proceeds proportionally). If a
tenant in common exercises its right of partition, the related mortgage loan may
be subject to prepayment. In order to reduce the likelihood of a partition
action, the tenant-in-common borrowers have generally (i) covenanted in their
loan documents not to commence a partition action and/or (ii) affirmatively
waived their right to seek a partition or covenanted not to exercise their right
to commence a partition action under their respective tenant-in-common
agreements or it is an event of default under the loan documents to seek to
partition the mortgaged property. However, there can be no assurance that, if
challenged, a waiver would be enforceable or that it would be enforced in a
bankruptcy proceeding. The non-special purpose entity tenant-in-common borrowers
are not precluded from commencing a partition action under their organizational
documents and have not waived their right to seek a partition action under their
organizational documents. As such, there is a greater risk of prepayment as a
result of a partition.

      In addition, enforcement of remedies against tenant-in-common borrowers
may be prolonged because each time a tenant-in-common borrower files for
bankruptcy, the bankruptcy court stay is reinstated. This risk can be mitigated
if, after the commencement of the first such bankruptcy, a lender commences an
involuntary proceeding against the other tenant-in-common borrowers and moves to
consolidate all such cases. There can be no assurance that a court will
consolidate all such cases. With respect to each of the tenant-in-common loans,
the loan documents provide that the portion of the loan attributable to each
tenant-in-common interest that files for bankruptcy protection (or the entire
outstanding loan balance) will become full recourse to such tenant-in-common
borrower, and its owner or guarantor, if such tenant-in-common borrower files
for bankruptcy. In the event a mortgage loan is cross-collateralized and cross
defaulted with a mortgage loan to tenant in common borrowers, the tenant in
common concerns discussed above may impact the benefits of the
cross-collateralization agreement.

      Some of the Mortgaged Properties Are or May Be Encumbered by Additional
Debt. Certain mortgaged properties that secure mortgage loans that we intend to
include in the trust are or may in the future be encumbered by subordinate debt.
Eight of the mortgage loans, which collectively represent approximately 4.6% of
the initial mortgage pool balance (as identified on Annex A to this prospectus
supplement), all of which mortgage loans are in sub-pool 1, representing
approximately 5.0% of the initial sub-pool 1 balance are secured by mortgaged
properties that also secure other mortgage loans in a split loan structure,
which other mortgage loans (also referred to as companion loans) are either
subordinate or pari passu to the mortgage loans included in the mortgage pool.
See "Description of the Mortgage Pool--Additional Loan and Property
Information--Other Financing" in this prospectus supplement. The mortgage loans
in each split loan structure are cross-defaulted with each other. See
"Description of the Mortgage Pool--Split Loan Structure" and "Annex
B--Structural and Collateral Term Sheet--Ten Largest Mortgage Loans--
Merchandise Mart" in this prospectus supplement for a discussion of subordinate
and pari passu companion loans. See also, "Description of the Mortgage
Pool--Additional Loan and Property Information--Other Financing" in this
prospectus supplement.

      The existence of secured subordinate indebtedness may adversely affect the
borrower's financial viability and/or the trust's security interest in the
mortgaged property. Any or all of the following may result from the existence of
secured subordinate indebtedness on a mortgaged property:


                                      S-65



      o     refinancing the related underlying mortgage loan at maturity for the
            purpose of making any balloon payments may be more difficult;

      o     reduced cash flow could result in deferred maintenance at the
            particular property;

      o     borrower may have difficulty servicing and repaying multiple loans;

      o     if the holder of the other debt files for bankruptcy or is placed in
            involuntary receivership, foreclosing on the particular property
            could be delayed; and

      o     if the mortgaged property depreciates for whatever reason, the
            related borrower's equity is more likely to be extinguished, thereby
            eliminating the related borrower's incentive to continue making
            payments on its mortgage loan in the trust.

      The holder of a subordinate companion note may in the future be an
affiliate of the borrower; however, the related co-lender agreement will provide
that such holder will not be entitled to advise or direct the special servicer.

      Other loans may have secured subordinate debt as described under
"Description of the Mortgage Pool--Additional Loan and Property
Information--Other Financing" in this prospectus supplement.

      In addition, substantially all of the mortgage loans permit the related
borrower to incur limited indebtedness in the ordinary course of business that
is not secured by the related mortgaged property. Certain of the mortgage loans
may permit the owners of the borrower to pledge their right to distributions
from the borrower. In addition, the borrowers under certain of the mortgage
loans have incurred and/or may incur in the future unsecured debt other than in
the ordinary course of business. Moreover, in general, any borrower that does
not meet single-purpose entity criteria may not be restricted from incurring
unsecured debt or debt secured by other property of the borrower.

      See "Description of the Mortgage Pool--Additional Loan and Property
Information--Other Financing" in this prospectus supplement.

      The Ownership Interests in Some Borrowers Have Been or May Be Pledged to
Secure Debt. Certain borrowers or affiliates of borrowers under certain mortgage
loans we intend to include in the trust have pledged or may in the future pledge
their interest in the borrower or right to distributions from the borrower as
security for a loan. The mortgage loan sellers have informed us that with
respect to 7 mortgage loans that we intend to include in the trust, representing
approximately 15.8% of the initial mortgage pool balance and 17.1% of the
initial sub-pool 1 balance, certain equity owners of the related borrower have
pledged, or are permitted pursuant to the related loan documents to pledge, its
equity interest in the related borrower as security for a mezzanine loan. See
"Description of the Mortgage Pool--Additional Loan and Property
Information--Other Financing" in this prospectus supplement.

      In general, with respect to the equity pledges described above, the
related mezzanine lender has (or, with respect to a future mezzanine loan, that
mezzanine lender may have) the option to purchase the mortgage loan if (i) an
acceleration of the mortgage loan has occurred, (ii) certain enforcement actions
in respect of the related mortgage loan, such as a foreclosure, have been
commenced or (iii) the mortgage loan becomes a specially serviced mortgage loan.
The purchase price must generally be at least equal to the outstanding principal
balance of the mortgage loan together with accrued and unpaid interest thereon
and other amounts due on the mortgage loan, but in some cases, may exclude any
yield maintenance premium, default interest and/or late charges that would have
otherwise been payable by the related borrower and, in some cases, may not
include a liquidation fee that may be payable by the trust.

      The related mezzanine lender may also have the right to receive notice
from the related mortgagee of any borrower default and the right to cure that
default after or prior to the expiration of the related borrower's cure period
or in some cases for a period extending beyond the related borrower's cure
period. The mezzanine lender generally will have a specified period of time, set
forth in the related intercreditor agreement, to cure any default. The mezzanine
lender may be prohibited from curing monetary defaults for longer than a
specified number of months or be subject to other requirements. Before the lapse
of a mezzanine lender's cure period, neither the master servicer nor the special
servicer may foreclose on the related mortgaged property or exercise any other
remedies with respect to the mortgaged property.


                                      S-66



      While a mezzanine lender has no security interest in or rights to the
related mortgaged properties, a default under a mezzanine loan could cause a
change in control of the related borrower. With respect to these mortgage loans,
the relative rights of the mortgagee and the related mezzanine lender are set
forth in an intercreditor agreement, which generally provides that the rights of
the mezzanine lender (including the right to payment) are subordinate to the
rights of the mortgage loan lender against the mortgage loan borrower and
mortgaged property. See "Description of the Mortgage Pool--Additional Loan and
Property Information--Other Financing" and "Annex B--Structural and Collateral
Term Sheet--Ten Largest Mortgage Loans--John Hancock Tower & Garage at
Clarendon," "--Peachtree Center," "--Pickwick Plaza" and "--Merchandise Mart" in
this prospectus supplement.

      The mezzanine debt holder with respect to any mezzanine debt and any
future mezzanine debt may in the future be an affiliate of the borrower.
Therefore, the interests of the mezzanine debt holder may conflict with your
interests.

      The existence of mezzanine indebtedness may result in reduced cash flow to
the related borrowers (after payments of debt service on the mortgage loan and
the mezzanine loan), which in turn could result in the deferral of expenditures
for property maintenance and/or increase the likelihood of a borrower
bankruptcy. See "Risk Factors--Subordinate Debt Increases the Likelihood That a
Borrower Will Default on a Mortgage Loan Underlying Your Offered Certificates"
and "Legal Aspects of Mortgage Loans--Subordinate Financing" in the accompanying
prospectus. In a bankruptcy proceeding, the trust would face certain
limitations, and the holders of mezzanine indebtedness would likely contest any
attempt to foreclose on the related property or properties. See, generally,
"Risk Factors--Borrower Bankruptcy Proceedings Can Delay and Impair Recovery on
a Mortgage Loan Underlying Your Offered Certificates" in the accompanying
prospectus.

      In addition, the borrowers under certain mortgage loans are permitted to
pledge direct interests in themselves or issue preferred equity or debt granting
similar rights as preferred equity so long as confirmation has been received
from each rating agency that the debt would not result in the downgrade,
withdrawal or qualification of the then current ratings of the certificates. See
"Description of the Mortgage Pool--Additional Loan and Property
Information--Other Financing" in this prospectus supplement.

      See "Description of the Mortgage Pool--Additional Loan and Property
Information--Other Financing" in this prospectus supplement and "Risk
Factors--Subordinate Debt Increases the Likelihood That a Borrower Will Default
on a Mortgage Loan Underlying Your Offered Certificates" in the accompanying
prospectus.

      The Mortgaged Properties that Secure Certain Mortgage Loans also Secure
Another Mortgage Loan that Is Not in the Trust and the Interests of the Holders
of those Other Mortgage Loans May Conflict with Your Interests. Eight mortgage
loans, representing approximately 4.6% of the initial mortgage pool balance, all
of which are in sub-pool 1, representing approximately 5.0% of the initial
sub-pool 1, are each part of a split loan structure, each comprised of two or
more mortgage loans that are secured by a single mortgage instrument on the same
mortgaged property. Each of such mortgage loans is subject to a co-lender
agreement or intercreditor agreement, as applicable, which provides, among other
things, that the holder of the mortgage loans that are not included in the trust
(whether subordinate or pari passu in right of payment with the mortgage loan
included in the trust) may have certain rights (i) to advise, consult or consent
with the special servicer with respect to various servicing matters affecting
all of the mortgage loans in the split loan structure and/or (ii) replace the
special servicer with respect to the mortgage loans in the split loan structure.
See "Description of the Mortgage Pool--Split Loan Structure" and "Servicing
Under the Pooling and Servicing Agreement--The Directing Holders" in this
prospectus supplement. The holders of the mortgage loans that are not included
in the trust may have interests that conflict with your interests. See
"--Conflicts of Interest" below.

      Changes in Mortgage Pool Composition Can Change the Nature of Your
Investment. If you purchase any of the class A-2, class A-3, class A-AB, class
A-4, class A-1-A, class A-M, class A-J, class B, class C, class D, class E and
class F certificates, you will be more exposed to risks associated with changes
in concentrations of borrower, loan or property characteristics than are persons
who own any other class of offered certificates with a shorter weighted average
life, such as the class A-1 certificates. This is so because the longer mortgage
loans are outstanding in a mortgage pool the greater the chances are that a
borrower in such mortgage pool will default or prepay a mortgage loan. Such
default or prepayment will in turn increase the concentration of all other
borrowers, or other loans or property characteristics and therefore a
certificate with a longer weighted average life is more


                                      S-67



likely to be exposed to such increased concentrations. See "Risk
Factors--Changes in Pool Composition Will Change the Nature of Your Investment"
in the accompanying prospectus.

      Lending on Income-Producing Real Properties Entails Environmental Risks.
The trust could become liable for a material adverse environmental condition at
any of the mortgaged properties securing the mortgage loans in the trust. Any
potential environmental liability could reduce or delay payments on the offered
certificates.

      With respect to each of the mortgaged properties securing mortgage loans
that we intend to include in the trust, a third-party consultant conducted a
Phase I environmental site assessment or updated a previously conducted Phase I
environmental site assessment. All of the environmental assessments were
completed during the 12-month period ending on the cut-off date. To the extent
that any Phase I environmental site assessment recommended a Phase II
environmental site assessment or other follow-up measures, such Phase II or
other follow-up was or is being performed or an indemnity was obtained in lieu
of a Phase II. Phase II investigation typically consists of sampling and/or
testing.

      If the environmental assessments identified the presence of material
amounts of asbestos-containing materials, lead-based paint and/or radon, the
environmental consultant generally recommended, and the related loan documents
generally required the establishment of, or there was generally implemented, an
operation and maintenance plan or the implementation of a remediation program to
address the issue. The presence of such materials could result in a claim for
damages.

      If the environmental assessments identified potential problems at
properties adjacent or otherwise near to the related mortgaged properties, the
related borrower was generally required to monitor the environmental condition
and/or to carry out additional testing, or obtain confirmation that a third
party is the responsible party. To the extent a third party "responsible party"
was identified, generally the borrower will not be required to take any action
regarding potential problems at an adjacent or nearby property.

      In other cases, the environmental testing identified problems at certain
of the mortgaged properties. In these cases, unless a state funded program was
identified as a source of funding for remediation costs or the related borrower
received a "no further action" letter from the relevant governmental department,
the related borrower was required to do one or more of the following:

      o     take remedial action if no third party was identified as being
            responsible for the remediation;

      o     deposit a cash reserve in an amount generally equal to 100% to 125%
            of the estimated cost of the remediation;

      o     monitor the environmental condition and/or carry out additional
            testing; and/or

      o     obtain an environmental insurance policy (which may contain specific
            coverage limits and deductibles and which may not be sufficient to
            cover all losses resulting from certain environmental conditions).

      In a few cases where a responsible party, other than the related borrower,
had been identified with respect to a potential adverse environmental condition
at a mortgaged property securing a mortgage loan that we intend to include in
the trust, the environmental consultant did not recommend that any action be
taken by the related borrower. There can be no assurance, however, that such a
responsible party will be willing or financially able to address the subject
condition.

      Furthermore, any particular environmental assessment may not have tested
for or revealed all potentially adverse conditions and there may be material
environmental liabilities of which we are not aware. For example, testing for
lead-based paint, lead in drinking water and radon was done only if the
originating lender determined or the environmental consultant recommended that
the use, age and condition of the subject property warranted that testing. There
can be no assurance that--

      o     the environmental assessments referred to above identified all
            material adverse environmental conditions and circumstances at the
            subject properties;


                                      S-68



      o     the recommendation of the environmental consultant was, in the case
            of all identified problems, the appropriate action to take;

      o     any environmental escrows that may have been established will be
            sufficient to cover the recommended remediation or other action; or

      o     the required environmental insurance policy will be obtained.

      Problems associated with mold may pose risks to the real property and may
also be the basis for personal injury claims against a borrower. Although the
mortgaged properties are required to be inspected periodically, there is no set
of generally accepted standards for the assessment of mold currently in place.
If left unchecked, the growth of mold could result in the interruption of cash
flow, litigation and remediation expenses which could adversely impact
collections from a mortgaged property.

      See "Description of the Mortgage Pool--Assessments of Property
Condition--Environmental Assessments" in this prospectus supplement and "Risk
Factors--Environmental Liabilities Will Adversely Affect the Value and Operation
of the Contaminated Property and May Deter a Lender from Foreclosing" and "Legal
Aspects of Mortgage Loans--Environmental Considerations" in the accompanying
prospectus.

      The following is a list of environmental issues at certain mortgaged
properties that may affect the value and operation of that property:

      o     With respect to the mortgage loan secured by a portfolio of 36
            mortgaged properties, identified on Annex A to this prospectus
            supplement as Schron Industrial Portfolio, representing 4.6% of the
            initial mortgage pool balance and 5.0% of the initial sub-pool 1
            balance, the Phase I environmental site assessment for 2 of the
            mortgaged properties recommended Phase II environmental site
            assessments to determine whether past historical uses have impacted
            the soil or groundwater at the mortgaged property and it is a
            condition to the release of environmental escrows that a Phase II be
            performed or a no further action letter be obtained with respect to
            8 of the properties. Former uses of these mortgaged properties
            included a lumber yard and possibly a printing operation, laboratory
            and manufacturing company. Additionally, the presence of an on-site
            septic system, a transformer oil spill at the mortgaged property and
            removal of contaminated soil and chemical bulk underground storage
            tanks at a nearby facility also constituted recognized environmental
            conditions. The borrower was required to escrow $1,110,625 at
            origination in connection with environmental holdbacks in connection
            with these environmental issues. Additionally, in lieu of performing
            the two recommended Phase II environmental site assessments, the
            Schron Industrial Portfolio sponsors have provided an environmental
            indemnity. We cannot assure you that the reserves and this indemnity
            would be sufficient to remediate any environmental conditions.

      o     With respect to the mortgage loan identified on Annex A to this
            prospectus supplement as Savvis Data Center, representing
            approximately 1.0% of the initial mortgage pool balance and 1.1% of
            the initial sub pool 1 balance, approximately 100 gallons of diesel
            fuel was released at the mortgaged property on December 12, 2006,
            affecting both the mortgaged property and an area waterway.
            Investigation and clean-up is being conducted at the mortgaged
            property under the supervision of local and State regulatory
            authorities. The single tenant at the mortgaged property, Savvis
            Communications Inc., has assumed responsibility for the release.
            Digital Realty, Inc., the borrower's sponsor, has indemnified the
            lender for all losses, liabilities and obligations associated with
            the release. The costs of the clean-up and resultant fines, if any,
            have been estimated to be no more than $500,000.

      o     With respect to the mortgage loan identified on Annex A to this
            prospectus supplement as Hawaiian Retail Portfolio, representing
            approximately 1.0% of the initial mortgage pool balance and 1.0% of
            the initial sub-pool 1 balance, environmental issues were found at
            the related mortgaged properties known as "Azeka I" and "Nimitz
            Center." At the Azeka I property, underground petroleum
            contamination was found due to the former presence of the
            underground gasoline storage tanks at the property. The borrower has
            completed remedial activities and is currently required to monitor
            groundwater for 2 years to receive a no further action letter. With
            respect to the Nimitz Center property, elevated levels of
            polynuclear aromatic hydrocarbons and metals have been detected on
            the property above Tier 1 action levels. Two wells


                                      S-69



            installed at the Nimitz Center property are being monitored by the
            Hawaiian Department of Health, and such monitoring may reveal
            adverse environmental conditions at the property that require
            clean-up or remediation. Although it is not considered a
            "responsible party," the Iwilei District Participating Parties LLC,
            an organization formed by the Department of Transportation to
            address the petroleum contamination problem in the Iwilei District
            of Honolulu Harbor, has agreed to cover the costs associated with
            the investigations and characterizations, delineation and
            remediation of the environmental conditions at the property and in
            the vicinity. At the closing of the mortgage loan, a $70,000 reserve
            was established (i) with respect to the Azeka I property, to
            complete the remedial activities and obtain the no further action
            letter and (ii) with respect to the Nimitz Center property, in the
            unlikely event that the borrower has liability for the environmental
            mitigation at the property, in an amount that is greater than the
            amount that is estimated to be sufficient to address any potential
            on-going risk which might arise.

      Property Inspectors May Not Adequately Identify Property Conditions and
Such Conditions Could Result in Loss to Certificateholders. In connection with
the origination of each mortgage loan, engineering firms inspected each
mortgaged property securing all of the mortgage loans that we intend to include
in the trust, to assess--

      o     the structure, exterior walls, roofing, interior construction,
            mechanical and electrical systems, and

      o     the general condition of the site, buildings and other improvements
            located at each mortgaged property.

      Except in the case of two mortgaged properties identified on Annex A to
this prospectus supplement as Bank of America Motor Bank and 1600 North Federal
Highway, securing approximately 0.2% of the initial mortgage pool balance, 0.2%
of the initial sub-pool 1 balance, the mortgaged properties were inspected
during the 12-month period preceding the cut-off date. With respect to two
mortgage loans secured by the mortgaged properties, identified on Annex A to
this prospectus supplement as Bank of America Motor Bank and 1600 North Federal
Highway, securing approximately 0.1% and 0.1%, respectively, of the initial
mortgage pool balance and 0.1% and 0.2%, respectively, of the initial sub-pool 1
balance, no engineering reports were obtained with respect to the mortgaged
properties during the 12-month period preceding the cut-off date.

      In some cases, the inspections identified conditions requiring escrows to
be established for repairs or replacements estimated to cost in excess of
$100,000. In those cases, the related originator generally required the related
borrower to fund reserves, obtain a guaranty from the parent or sponsor or
deliver letters of credit or other instruments, to cover these costs.

      There can be no assurance that the above-referenced inspections identified
all risks related to property conditions at the mortgaged properties securing
the mortgage loans or that adverse property conditions, including deferred
maintenance and waste, have not developed at any of the mortgaged properties
since that inspection.

      Limitations Related to Multi-property Mortgage Loans and
Cross-Collateralized Mortgage Loans. The mortgage pool will include mortgage
loans that are secured by multiple mortgaged properties and mortgage loans
cross-collateralized with other mortgage loans, as identified in Annex A to this
prospectus supplement. The purpose of securing any particular mortgage loan or
group of cross-collateralized mortgage loans with multiple properties is to
reduce the risk of default or ultimate loss on such mortgage loan or mortgage
loans as a result of an inability of any particular mortgaged property to
generate sufficient net operating income to pay debt service. However, some of
these mortgage loans may permit--

      o     the release of one or more of the mortgaged properties from the
            related mortgage lien, and/or

      o     a full or partial termination of the applicable
            cross-collateralization,

in each case, upon the satisfaction of the conditions described under
"Description of the Mortgage Pool--Terms and Conditions of the Trust Mortgage
Loans" and "--Multi-Property Mortgage Loans and Mortgage Loans with Affiliated
Borrowers" in this prospectus supplement.

      When multiple properties secure an individual mortgage loan or group of
cross-collateralized mortgage loans, the amount of the mortgage encumbering any
particular one of those mortgaged properties may be less than the full amount of
that individual mortgage loan or group of cross-collateralized mortgage loans,
generally to avoid


                                      S-70



recording tax. This mortgage amount may equal the appraised value or allocated
loan amount for the mortgaged property and will limit the extent to which
proceeds from the mortgaged 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.

      Six multi-property mortgage loans identified on Annex A to this prospectus
supplement as COPT Office Portfolio, Lifetime Fitness Portfolio, Car Dealership
Portfolio, Drye Portfolio - Concord 5, Rubicon Industrial Portfolio and Advance
Auto Parts I, representing approximately 5.6% of the initial mortgage pool
balance, 5.5% of the initial sub-pool balance and 7.3% of the initial sub-pool 2
balance, are secured by mortgaged properties located in two or more states. Upon
a default under these mortgage loans, it may not be possible to foreclose on the
related mortgaged properties simultaneously because foreclosure actions are
brought in state or local court and the courts of one state cannot exercise
jurisdiction over property in another state.

      Limited Information Causes Uncertainty. Some of the mortgage loans that we
intend to include in the trust are loans that were made to enable the related
borrower to acquire the related mortgaged property. Accordingly, for certain of
these loans limited or no historical operating information is available with
respect to the related mortgaged properties. As a result, you may find it
difficult to analyze the historical performance of those properties.

      No Reunderwriting of the Mortgage Loans. We have not reunderwritten the
mortgage loans. Instead, we have relied on the representations and warranties
made by the mortgage loan sellers, the applicable mortgage loan seller's
obligation to repurchase or cure a mortgage loan in the event that a
representation or warranty was not true when made and such breach materially and
adversely affects the value of the mortgage loan or the interests of the
certificateholders. These representations and warranties do not cover all of the
matters that we would review in underwriting a mortgage loan and you should not
view them as a substitute for reunderwriting the mortgage loans. If we had
reunderwritten the mortgage loans, it is possible that the reunderwriting
process may have revealed problems with a mortgage loan not covered by a
representation or warranty. In addition, we can give no assurance that the
applicable mortgage loan seller will be able to repurchase a mortgage loan if a
representation or warranty has been breached. See "Description of the Mortgage
Pool--Representations and Warranties" and "--Cures and Repurchases" in this
prospectus supplement.

      Tax Considerations Related to Foreclosure. If the trust were to acquire an
underlying real property through foreclosure or similar action, the special
servicer may be required to retain an independent contractor to (i) perform any
construction or renovation work on the property (and then only if the
construction was at least 10% complete when default on the loan occurred or
became imminent) or (ii) operate and manage the property. Any net income from
that operation and management, other than qualifying rents from real property
within the meaning of section 856(d) of the Internal Revenue Code of 1986, as
amended, as well as any rental income based on the net profits of a tenant or
sub-tenant or allocable to a service that is non-customary in the area and for
the type of building involved, will subject REMIC I to federal, and possibly
state or local, tax as described under "Federal Income Tax
Consequences--REMICs--Prohibited Transactions Tax and Other Taxes" in the
accompanying prospectus. The risk of taxation being imposed on income derived
from the operation of foreclosed real property is particularly present in the
case of hospitality properties and other property types that rely on business
income rather than rental income. Those taxes, and the cost of retaining an
independent contractor, would reduce net proceeds available for distribution
with respect to the series 2007-GG9 certificates. 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 properties. Such
state or local taxes and such extraordinary tax may reduce net proceeds
available for distribution with respect to the series 2007-GG9 certificates.

      Prior Bankruptcies. We are aware that, in the case of the mortgage loans
secured by the mortgaged properties identified on Annex A to this prospectus
supplement as Lake Marriott and Orchard Parkway and Parmer Business Park, which
mortgage loans represent approximately 2.2% of the initial mortgage pool balance
and 2.4% of the initial sub-pool 1 balance, a principal or affiliate of the
related borrower emerged from bankruptcy less than 10 years ago.

      We are not aware of any other mortgage loans that we intend to include in
the trust as to which a direct principal of the related borrower was a party to
a bankruptcy proceeding. However, there can be no assurance that principals or
affiliates of other borrowers have not been a party to bankruptcy proceedings.
See "Risk Factors--Borrower Bankruptcy Proceedings Can Delay and Impair Recovery
on a Mortgage Loan Underlying Your Offered


                                      S-71



Certificates" in the accompanying prospectus. In addition, certain tenants at
some of the mortgaged properties may have been, may currently be or in the
future may become a party to a bankruptcy proceeding, as discussed above under
"--Retail or Office Properties."

      Litigation and Other Matters Affecting the Mortgaged Properties or
Borrowers. There may be pending or threatened legal proceedings against the
borrowers and the managers of the mortgaged properties and their respective
affiliates arising out of their ordinary business. Any such litigation may
materially impair distributions to certificateholders if borrowers must use
property income to pay judgments or litigation costs. We cannot assure you that
any litigation will not have a material adverse effect on your investment.

      In the case of the mortgage loans identified on Annex A to this prospectus
supplement as TIAA RexCorp Long Island Portfolio, Omni Marathon Reckson, 1305
Walt Whitman Road and 51 JFK Parkway, certain indirect owners of the equity
interests in the borrower are currently defendants in a lawsuit filed by the
shareholders of Reckson Associates Realty Corp. (of which such indirect owners
were former officers and directors). The lawsuit claims that the defendants
breached their fiduciary duties as members of the board of Reckson Associates
Realty Corp. by approving the merger of Reckson Associates Realty Corp. with SL
Green Realty Corp. for inadequate consideration in exchange for SL Green
Realty's agreement to sell a portfolio of assets (including the mortgaged
properties) to New Venture MRE LLC (an entity indirectly owned by the
defendants) on allegedly favorable terms to New Venture MRE LLC. The parties to
the lawsuit have reached an agreement in principle to settle all of the pending
lawsuits relating to the merger. Although the parties agreed that any potential
payments or other obligations due in connection with the settlement will not be
the obligations of the related borrowers or any entity owned by New Venture MRE
LLC, which indirectly owns interests in the related borrowers. There can be no
assurances that the outcome of the settlement will not affect the mortgaged
properties.

      In the case of the mortgage loans identified on Annex A to this prospectus
supplement as Drye Portfolio-Concord 6 and Drye Portfolio Concord 5, the sponsor
(the David Drye Company) of the borrower has (directly or indirectly through
affiliates) executed 11 deeds in lieu of foreclosure within the last three years
along with other recent workouts on certain multifamily loans and assets in
North and South Carolina.

      For example, in the case of the mortgage loan identified on Annex A to
this prospectus supplement as Arbrook Park Apartments, an affiliate of the
borrower defaulted on seven conduit loans totaling $56.6 million in 2004 and
2005. In addition, there is an ongoing lawsuit filed by Capmark Finance Inc.
against an affiliate of the borrower on a property foreclosed upon in Memphis,
Tennessee. That affiliate of the borrower is currently negotiating with Capmark
Finance Inc. to settle the ongoing lawsuit on the Memphis property.

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

      As a result of the distinct nature of each pool of commercial mortgage
loans, and the separate mortgage loans within the pool, this prospectus
supplement does not include disclosure concerning the delinquency and loss
experience of static pools of periodic originations by the sponsor of assets of
the type to be securitized (known as "STATIC POOL DATA"). Because of the highly
heterogeneous nature of the assets in commercial mortgage backed securities
transactions, static pool data for prior securitized pools, even those involving
the same asset types (e.g., hotels or office buildings), may be misleading,
since the economics of the properties and terms of the loans may be


                                      S-72



materially different. In particular, static pool data showing a low level of
delinquencies and defaults would not be indicative of the performance of this
pool or any other pools of mortgage loans originated by the same sponsor or
sponsors. Therefore, investors should evaluate this offering on the basis of the
information set forth in this prospectus supplement with respect to the mortgage
loans, and not on the basis of any successful performance of other pools of
securitized commercial mortgage loans.

      Impact of Current Events on Financial Markets. The impact of recent
domestic and international events involving the United States, such as the war
in Iraq and terrorist attacks, is uncertain. These events could lead to general
economic downturn, including a reduction in travel and personal spending,
increased oil prices, loss of jobs and an overall weakened investor confidence.
Among other things, reduced investor confidence may result in substantial
volatility in securities markets and a decline in real estate-related
investments.

      Furthermore, it is uncertain what effects future terrorist activities
and/or any consequent actions on the part of the United States Government and
others, including military action, will have on: (a) U.S. and world financial
markets; (b) local, regional and national economies; (c) real estate markets
across the U.S.; (d) particular business segments, including those that are
important to the performance of the mortgaged properties that secure the
mortgage loans included in the trust; and/or (e) insurance costs and the
availability of insurance coverage for hurricane related losses and terrorist
acts.

      As a result of the foregoing, defaults on commercial real estate loans
could increase, and, regardless of the performance of the underlying mortgage
loans, the liquidity and market value of the offered certificates may be
impaired. See "Risk Factors--Lack of Liquidity Will Impair Your Ability to Sell
Your Offered Certificates and May Have an Adverse Effect on the Market Value of
Your Offered Certificates," "--The Market Value of Your Certificates May Be
Adversely Affected by Factors Unrelated to the Performance of Your Offered
Certificates and the Underlying Mortgage Assets, such as Fluctuations in
Interest Rates and the Supply and Demand of CMBS Generally" and "--Repayment of
a Commercial or Multifamily Mortgage Loan Depends on the Performance and Value
of the Underlying Real Property, Which May Decline Over Time, and the Related
Borrower's Ability to Refinance the Property, of Which There Is No Assurance" in
the accompanying prospectus.

CONFLICTS OF INTEREST

      General. The potential for various conflicts of interest exists with
respect to the offered certificates, including conflicts of interest among
certain of the borrowers, the holders of the loans in a split loan structure,
the property or asset managers, the depositor, Goldman, Sachs & Co. and
Greenwich Capital Markets, Inc., in their capacity as co-lead underwriters, and
the master servicer and special servicer, who may purchase some of the
non-offered certificates.

      Conflicts of Interest May Arise Between the Trust and the Mortgage Loan
Sellers or Their Affiliates that Engage in the Acquisition, Development,
Operation, Financing and Disposition of Real Estate. Conflicts may arise because
the mortgage loan sellers or their affiliates intend to continue to actively
acquire, develop, operate, finance or dispose of real estate-related assets in
the ordinary course of their business. During the course of their business
activities, those affiliates may acquire or sell properties, or finance mortgage
loans secured by properties, including the mortgaged properties or properties
that are in the same markets as the mortgaged properties. In such case, the
interests of those affiliates may differ from, and compete with, the interests
of the trust, and decisions made with respect to those assets may adversely
affect the value of the mortgaged properties and therefore the amount and,
particularly in the case of a refinancing or sale of a mortgaged property,
timing of distributions with respect to the offered certificates.

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

      Conflicts of Interest May Arise in Connection with the Servicing of the
Non-Serviced Mortgage Loans. The mortgage loan secured by the mortgaged property
identified on Annex A to this prospectus supplement as


                                      S-73



Merchandise Mart is pari passu with one companion loan that is not an asset of
the trust. The Merchandise Mart mortgage loan will be serviced under a pooling
and servicing agreement separate from the pooling and servicing agreement under
which the series 2007-GG9 certificates are issued. The master servicer and the
special servicer that are parties to that pooling and servicing agreement will
service that mortgage loan according to the servicing standards provided for in
that pooling and servicing agreement. As a result, you will have less control
over the servicing of that mortgage loan than you would if it were being
serviced by the master servicer and the special server under the pooling and
servicing agreement for this transaction. See "Servicing Under the Pooling and
Servicing Agreement--Servicing of the Non-Serviced Loan Group" in this
prospectus supplement.

      Holders of certain interests in the non-serviced loan groups may have
certain rights to remove the special servicer under the controlling pooling and
servicing agreement and appoint a successor special servicer with respect to
such mortgage loans. The parties with this appointment power may have special
relationships or interests that conflict with those of the holders of one or
more classes of series 2007-GG9 certificates. In addition, they do not have any
duties to the holders of any class of certificates, and may act solely in their
own interests, without any liability to any certificateholders. No
certificateholder may take any action against the majority certificateholder of
the controlling class, the holders of companion loans or any other parties for
having acted solely in their respective interests. See "Description of the
Mortgage Pool--Split Loan Structure" in this prospectus supplement.

      With respect to the non-serviced loan group, the holders of the pari passu
companion loan and the related controlling class of certificateholders of any
trust or operating advisors appointed by them may have certain rights to direct
or advise the special servicer with respect to certain servicing matters. The
interests of any of these holders or controlling class of certificateholders or
operating advisors may also conflict with those of the holders of the
controlling class or the interests of the holders of the offered certificates.
As a result, approvals to proposed servicer actions may not be granted in all
instances thereby potentially adversely affecting some or all of the classes of
offered certificates. No certificateholder may take any action against any of
the parties with these approval or consent rights for having acted solely in
their respective interests. See "Description of the Mortgage Pool--Split Loan
Structure" in this prospectus supplement.

      The J.P. Morgan Chase 2006-LDP9 special servicer may be removed as special
servicer for the Merchandise Mart property loan group at any time for cause or
without cause, by the holder of the certificates representing a majority
interest in the controlling class of the 2007-GG9 trust who will appoint a
replacement special servicer, subject to rating agency confirmation that such
appointment would not result in the downgrade, withdrawal or qualification of
the then current ratings of the J.P. Morgan Chase 2006-LDP9 series certificates
and the series 2007-GG9 certificates.

      The Special Servicer May Experience a Conflict of Interest in Owning
Certain Classes of Non-Offered Certificates. The holder of certain of the
non-offered certificates has the right to remove the special servicer and
appoint a successor, which may be an affiliate of such holder, and also has the
right to direct or advise the special servicer with respect to various servicing
matters. The initial special servicer or an affiliate thereof will be the holder
of such non-offered certificates. However, the pooling and servicing agreement
provides that the mortgage loans are required to be administered in accordance
with the servicing standards without regard to ownership of any certificate by a
servicer or any of their affiliates. See "Servicing Under the Pooling and
Servicing Agreement--General" in this prospectus supplement.

      Conflicts Between the Directing Holder and Other Certificateholders. With
respect to each mortgage loan, the directing holder will be one of (i) the
holder (or its designee) of certificates representing a majority interest in a
designated controlling class of the series 2007-GG9 certificates, (ii) the
holder of the applicable subordinate non-trust mortgage loan or (iii) the holder
of one or more pari passu mortgage loans (or if such pari passu mortgage loans
are assets in a securitization, the holder of certificates representing a
majority interest in a designated controlling class of such securitization). See
"Description of the Pooling and Servicing Agreement--The Directing Holders." The
directing holder will generally have the right, subject to certain limitations
described in this prospectus supplement, to direct certain actions of the
special servicer with respect to the mortgage loans. In addition, the special
servicer generally may be removed and replaced by the directing holder, although
in some cases the special servicer may only be removed for cause. See "Servicing
Under the Pooling and Servicing Agreement--Replacement of the Special Servicer"
in this prospectus supplement. The directing holder may have interests that
differ from those of the holders of the series 2007-GG9 certificates (if the
directing holder is a holder of a companion loan) or from the holders of other
classes of the series 2007-GG9 certificates (if the directing holder is


                                      S-74



the majority holder of the controlling class) and as a result may direct the
special servicer to take actions that conflict with the interest of certain
classes of the offered certificates. The directing holder will have no duty or
liability to any other certificateholder.

      Property Managers and Borrowers May Each Experience Conflicts of Interest
in Managing Multiple Properties. In the case of many of the mortgage loans that
we intend to include in the trust fund, the related property managers and
borrowers may experience conflicts of interest in the management and/or
ownership of the related mortgaged properties because:

      o     A substantial number of the mortgaged properties are managed by
            property managers affiliated with the respective borrowers;

      o     the property managers also may manage additional properties,
            including properties that may compete with those mortgaged
            properties; or

      o     affiliates of the property managers and/or the borrowers, or the
            property managers and/or the borrowers themselves, also may own
            other properties, including properties that may compete with those
            mortgaged properties.

      Conflicts Where a Mortgage Loan Seller, Borrower or its Affiliate is a
Tenant at the Mortgaged Property. With respect to mortgage loans where the
mortgage loan seller, borrower or an affiliate is a tenant at the mortgaged
property, there may be conflicts. For instance, it is more likely a landlord
will waive lease conditions for an affiliated tenant than it would for an
unaffiliated tenant. There can be no assurance that the conflicts arising where
a borrower is affiliated with a tenant at a mortgaged property will not
adversely impact the value of the related mortgage loan. In some cases this
affiliated tenant is physically occupying space related to its business; in
other cases, the affiliated tenant is a tenant under a master lease with the
borrower, under which the borrower tenant is obligated to make rent payments but
does not occupy any space at the mortgaged property. These master leases are
typically used to bring occupancy to a "stabilized" level but may not provide
additional economic support for the mortgage loan. There can be no assurance the
space "leased" by this borrower affiliate will eventually be occupied by third
party tenants.

      In the case of the borrower under the mortgage loan secured by the
mortgaged property identified on Annex A to this prospectus supplement as 469
North Canon Drive, representing 0.1% of the initial mortgage pool balance and
approximately 0.1% of the initial sub-pool 1 balance, the borrower and the
sponsor have entered into a master lease for 5,043 square feet (53.4% of total
square footage) at an annual rent of $510,949 (expiring on September 30, 2009).
The master lease will terminate upon the property achieving 100% occupancy or a
net cash flow of $666,885 per year.

      In the case of the mortgage loan, secured by a portfolio of 14 mortgaged
properties, identified on Annex A to this prospectus supplement as COPT Office
Portfolio, representing 2.2% of the initial mortgage pool balance and 2.4% of
the initial sub-pool 1 balance, 5 mortgaged properties are master leased to a
tenant affiliated with the borrower. With respect to 2 of the mortgaged
properties, Airport Square 19 and Airport Tech 1, the affiliated tenant occupies
68.3% and 59.5%, respectively, of each mortgaged property. The master lease is
for a term of three years and the master lessee's obligations will be reduced on
a pro rata basis upon leasing, occupancy, payment of leasing costs and
commencement of rent by third-party tenants on terms equal to or better than the
terms of the master lease. As of the cut-off date, the debt service coverage
ratio for the mortgage loan including the master lease is 1.35x, and the debt
service coverage ratio for the mortgage loan excluding the master lease is
1.06x.

              CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT

      From time to time we use capitalized terms in this prospectus supplement,
including in Annexes A and B to this prospectus supplement. Each of those
capitalized terms will have the meaning assigned to it in the glossary attached
to this prospectus supplement.


                                      S-75



                           FORWARD-LOOKING STATEMENTS

      This prospectus supplement and the accompanying prospectus includes the
words "expects," "intends," "anticipates," "estimates" and similar words and
expressions. These words and expressions are intended to identify
forward-looking statements. Any forward-looking statements are made subject to
risks and uncertainties which could cause actual results to differ materially
from those stated. These risks and uncertainties include, among other things,
declines in general economic and business conditions, increased competition,
changes in demographics, changes in political and social conditions, regulatory
initiatives and changes in customer preferences, many of which are beyond our
control and the control of any other person or entity related to this offering.
The forward-looking statements made in this prospectus supplement are accurate
as of the date stated on the cover of this prospectus supplement. We have no
obligation to update or revise any forward-looking statement.

               THE SPONSORS, MORTGAGE LOAN SELLERS AND ORIGINATORS

THE SPONSORS

      Greenwich Capital Financial Products, Inc. and Goldman Sachs Mortgage
Company are the sponsors that have organized and initiated the issuance of the
series 2007-GG9 certificates (collectively, the "SPONSORS"). The information set
forth in this prospectus supplement concerning the Sponsors and their
underwriting standards has been provided by the Sponsors.

      Greenwich Capital Financial Products, Inc.

      General. Greenwich Capital Financial Products, Inc. ("GCFP") is a sponsor
and a loan seller. GCFP was incorporated in the state of Delaware in 1990. GCFP
is a wholly owned subsidiary of Greenwich Capital Holdings, Inc. and an indirect
subsidiary of The Royal Bank of Scotland Group plc. The Royal Bank of Scotland
Group plc is a public limited company incorporated in Scotland which is engaged
in a wide range of banking, financial and finance-related activities in the
United Kingdom and internationally. GCFP is also an affiliate of Greenwich
Capital Commercial Funding Corp., the depositor, and Greenwich Capital Markets,
Inc., one of the underwriters. The principal offices of GCFP are located at 600
Steamboat Road, Greenwich, Connecticut 06830. The main telephone number of GCFP
is (203) 625-2700.

      GCFP's Commercial Mortgage Securitization Program. GCFP has been engaged
in commercial mortgage lending since its formation. The vast majority of
mortgage loans originated by GCFP are intended to be either sold through
securitization transactions in which GCFP acts as a sponsor or sold to third
parties in individual loan sale transactions. The following is a general
description of the types of commercial mortgage loans that GCFP originates:

      o     Fixed rate mortgage loans generally having maturities between five
            and ten years and secured by commercial real estate such as office,
            retail, hospitality, multifamily, residential, healthcare, self
            storage and industrial properties. These loans are GCFP's principal
            loan product and are primarily originated for the purpose of
            securitization.

      o     Floating rate loans generally having shorter maturities and secured
            by stabilized and non-stabilized commercial real estate properties.
            These loans are primarily originated for securitization, though in
            certain cases only a senior participation interest in the loan is
            intended to be securitized.

      o     Subordinate mortgage loans and mezzanine loans. These loans are
            generally not originated for securitization by GCFP and are sold in
            individual loan sale transactions.

      In general, GCFP does not hold the loans it originates until maturity. As
of December 31, 2006, GCFP had a portfolio of commercial mortgage loans in
excess of $5.225 billion of assets.

      As a sponsor, GCFP originates mortgage loans and, together with other
sponsors or mortgage loan sellers, initiates a securitization transaction by
selecting the portfolio of mortgage loans to be securitized and transferring
those mortgage loans to a securitization depositor who in turn transfers those
mortgage loans to the issuing trust


                                      S-76



fund. In selecting a portfolio to be securitized, consideration is given to
geographic concentration, property type concentration and rating agency models
and criteria. GCFP's role as sponsor also includes engaging third-party service
providers such as the servicer, special servicer and trustee, and engaging the
rating agencies. In coordination with the underwriters for the related offering,
GCFP works with rating agencies, investors, mortgage loan sellers and servicers
in structuring the securitization transaction. Currently, GCFP engages in
multiple seller transactions as the "GG" program in which GCFP and Goldman Sachs
Mortgage Company generally are mortgage loan sellers.

      Neither GCFP nor any of its affiliates act as servicer of the commercial
mortgage loans in its securitization transactions. Instead, GCFP and/or the
depositor contracts with other entities to service the mortgage loans in the
securitization transactions.

      GCFP commenced selling mortgage loans into securitizations in 1998. During
the period commencing on January 1, 1998 and ending on December 31, 2006, GCFP
was the sponsor of 26 commercial mortgage-backed securitization transactions.
Approximately $28.1 billion of the mortgage loans included in those transactions
were originated by GCFP. As of December 31, 2006, GCFP originated approximately
$16.2 billion of commercial mortgage loans for the GG program, of which
approximately $7.5 billion was included in a securitization for which an
affiliate of GCFP acting as depositor, and approximately $8.7 billion was
originated for securitization with an unaffiliated entity acting as depositor.

      The following tables set forth information with respect to originations
and securitizations of fixed rate and floating rate commercial and multifamily
mortgage loans by GCFP for the three years ending on December 31, 2006.

                      FIXED RATE COMMERCIAL MORTGAGE LOANS

                                  TOTAL GCFP                 TOTAL GCFP
                                  FIXED RATE                 FIXED RATE
                               LOANS ORIGINATED          LOANS SECURITIZED
          YEAR                  (APPROXIMATE)              (APPROXIMATE)
- ------------------------   ------------------------   ------------------------
          2006                   $8.0 billion               $7.0 billion
          2005                   $7.3 billion               $7.0 billion
          2004                   $4.3 billion               $2.7 billion

                     FLOATING RATE COMMERCIAL MORTGAGE LOANS

                                  TOTAL GCFP                 TOTAL GCFP
                                FLOATING RATE              FLOATING RATE
                               LOANS ORIGINATED          LOANS SECURITIZED
          YEAR                  (APPROXIMATE)              (APPROXIMATE)
- ------------------------   ------------------------   ------------------------
          2006                  $2.87 billion               $1.0 billion
          2005                  $2.0 billion                $0.8 billion
          2004                  $2.4 billion                $0.9 billion

      Underwriting Standards.

      General. GCFP originates commercial mortgage loans from its headquarters
in Greenwich, Connecticut as well as from its origination offices in Los Angeles
and Irvine, California, Chicago, Illinois, Atlanta, Georgia and Baltimore,
Maryland. Bankers within the origination group focus on sourcing, structuring,
underwriting and performing due diligence on their loans. Bankers within the
structured finance group work closely with the loans' originators to ensure that
the loans are suitable for securitization and satisfy rating agency criteria.
All mortgage loans must be approved by at least two or more members of GCFP's
credit committee, depending on the size of the mortgage loan.

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


                                      S-77



      Loan Analysis. Generally, GCFP performs both a credit analysis and
collateral analysis with respect to a loan applicant and the real estate that
will secure a mortgage loan. In general, the analysis of a borrower includes a
review of money laundering and background checks and the analysis of its sponsor
includes a review of money laundering and background checks, third party credit
reports, bankruptcy and lien searches, general banking references and commercial
mortgage related references. In general, the analysis of the collateral includes
a site visit and a review of the property's historical operating statements (if
available), independent market research, an appraisal with an emphasis on rental
and sales comparables, engineering and environmental reports, the property's
historic and current occupancy, financial strengths of tenants, the duration and
terms of tenant leases and the use of the property. Each report is reviewed for
acceptability by a real estate finance credit officer of GCFP. The borrower's
and property manager's experience and presence in the subject market are also
received. Consideration is also given to anticipated changes in cash flow that
may result from changes in lease terms or market considerations.

      Borrowers are generally required to be single purpose entities although
they are generally not required to be structured to limit the possibility of
becoming insolvent or bankrupt unless the loan has a principal balance of
greater than $20 million, in which case additional limitations including the
requirement that the borrower have at least one independent direction are
required.

      Loan Approval. All mortgage loans must be approved by at least one real
estate finance credit officer and the head of commercial real estate
securitization. Prior to commitment for loans with principal balances of $25
million or greater, an investment committee memorandum is produced and delivered
to the credit committee. If deemed appropriate a member of the real estate
credit department will visit the subject property. The credit committee may
approve a mortgage loan as recommended, request additional due diligence, modify
the loan terms or decline a loan transaction.

      Property Characteristics. Post-1980 construction is preferred; however,
older properties in good repair and having had material renovation performed
within the last five years will be considered. The remaining useful life of the
mortgaged property should extend at least five years beyond the end of the
amortization period.

      Location. Generally, established or emerging markets with a minimum
population of 50,000 (25,000 for retail properties), and no population declines
since 1980 based upon established census data are preferred. Regional and trade
area demographics should be flat to rising. The market should not be dependent
on a single employment source or industry.

      Operating History. Operating history is a significant factor in the
evaluation of an established mortgaged property, but may be given less weight
with respect to mortgage loans on newly constructed or rehabilitated properties.
Generally, for established properties, the mortgaged property must be open and
have stable occupancy history (or operating performance in the case of retail
properties). The mortgaged property should not have experienced material
declines in operating performance over the previous two years. Newly-constructed
or recently rehabilitated properties which have not reached stabilized occupancy
are considered on a case-by-case basis.

      Debt-service coverage ratio and LTV Ratio. GCFP's underwriting standards
generally mandate minimum debt-service coverage ratios and maximum loan-to-value
ratios. An LTV Ratio generally based upon the appraiser's determination of value
as well as the value derived using a stressed capitalization rate is considered.
The debt-service coverage ratio is based upon the underwritten net cash flow and
is given particular importance. However, notwithstanding such guidelines, in
certain circumstances the actual debt-service coverage ratios, loan-to-value
ratios and amortization periods for the mortgage loans originated by GCFP may
vary from these guidelines.

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

      o     Taxes--Typically an initial deposit and monthly escrow deposits
            equal to 1/12th of the annual property taxes (based on the most
            recent property assessment and the current millage rate) are
            required to provide the lender with sufficient funds to satisfy all
            taxes and assessments. GCFP may waive this escrow requirement under
            certain circumstances.


                                      S-78



      o     Insurance--If the property is insured under an individual policy
            (i.e., the property is not covered by a blanket policy), typically
            an initial deposit and monthly escrow deposits equal to 1/12th of
            the annual property insurance premium are required to provide the
            lender with sufficient funds to pay all insurance premiums. GCFP may
            waive this escrow requirement under certain circumstances.

      o     Replacement Reserves--Replacement reserves are generally calculated
            in accordance with the expected useful life of the components of the
            property during the term of the mortgage loan plus 2 years. GCFP
            relies on information provided by an independent engineer to make
            this determination. GCFP may waive this escrow requirement under
            certain circumstances.

      o     Completion Repair/Environmental Remediation--Typically, a completion
            repair or remediation reserve is required where an environmental or
            engineering report suggests that such reserve is necessary. Upon
            funding of the applicable mortgage loan, GCFP generally requires
            that at least 110% of the estimated costs of repairs or replacements
            be reserved and generally requires that repairs or replacements be
            completed within a year after the funding of the applicable mortgage
            loan. GCFP may waive this escrow requirement under certain
            circumstances.

      o     Tenant Improvement/Lease Commissions--In most cases, various tenants
            have lease expirations within the mortgage loan term. To mitigate
            this risk, special reserves may be required to be funded either at
            closing of the mortgage loan and/or during the mortgage loan term to
            cover certain anticipated leasing commissions or tenant improvement
            costs which might be associated with re-leasing the space occupied
            by such tenants.

      Other Factors. Other factors that are considered in the origination of a
commercial mortgage loan include current operations, occupancy and tenant base.

      Goldman Sachs Mortgage Company

      General. Goldman Sachs Mortgage Company ("GSMC") is a sponsor and a loan
seller. GSMC is a New York limited partnership. GSMC is an affiliate, through
common parent ownership, of one of the underwriters. GSMC was formed in 1984.
Its general partner is Goldman Sachs Real Estate Funding Corp. and its limited
partner is The Goldman Sachs Group, Inc. (NYSE: GS). GSMC's executive offices
are located at 85 Broad Street, New York, New York 10004, telephone number (212)
902-1000.

      GSMC's Commercial Mortgage Securitization Program. As a sponsor, GSMC
acquires fixed and floating rate commercial mortgage loans and either by itself
or together with other sponsors or mortgage loan sellers, organizes and
initiates the securitization of such commercial mortgage loans by transferring
the commercial mortgage loans to a securitization depositor or another entity
that acts in a similar capacity. In coordination with its affiliate, Goldman
Sachs Commercial Mortgage Capital, L.P., and other underwriters, GSMC works with
rating agencies, investors, mortgage loan sellers and servicers in structuring
the securitization transaction. As of December 31, 2006, GSMC has acted as a
sponsor and mortgage loan seller on 47 fixed and floating-rate commercial
mortgage backed securitization transactions.

      Many of the commercial mortgage loans acquired by GSMC are sold to
securitizations in which GSMC acts as either sponsor or commercial mortgage loan
seller. GSMC acquires both fixed-rate and floating-rate commercial mortgage
loans which are included in both public and private securitizations. GSMC also
acquires subordinate and mezzanine debt for investment, syndication or
securitization. From the beginning of its participation in commercial mortgage
securitization programs in 1996 through December 31, 2006, GSMC acquired
approximately 1,618 fixed- and floating-rate commercial and multifamily mortgage
loans with an aggregate original principal balance of approximately $39.3
billion. Approximately 1,540 fixed- and floating-rate commercial mortgage loans
with an aggregate original principal balance of approximately $34.6 billion were
included in 47 securitization transactions. As of December 31, 2006, GSMC
securitized approximately $12.7 billion of fixed-rate commercial mortgage loans
through the GG program, of which approximately $6.0 billion was securitized by
an affiliate of GSMC acting as depositor, and approximately $6.7 billion was
securitized by unaffiliated entities acting as depositor. The properties
securing these loans include office, retail, multifamily, industrial,
hospitality, manufactured housing and self-storage properties.


                                      S-79



THE MORTGAGE LOAN SELLERS AND ORIGINATORS

      The Mortgage Loan Sellers are Greenwich Capital Financial Products, Inc.,
Goldman Sachs Mortgage Company and Lehman Brothers Bank, FSB. The originators
are Greenwich Capital Financial Products, Inc. and Goldman Sachs Commercial
Mortgage Capital, L.P., a Delaware limited partnership ("GSCMC") and, in the
case of one mortgage loan co-originated by GSCMC with Eurohypo AG, New York
Branch, Eurohypo AG, New York Branch, in the case of one mortgage loan acquired
by Greenwich Capital Financial Products, Inc., Petra Mortgage Capital LLC, in
the case of five mortgage loans acquired by Greenwich Capital Financial
Products, Inc., NY Credit Funding I, LLC, and in the case of one mortgage loan
co-originated by Greenwich Capital Financial Products, Inc. with Lehman Brothers
Bank, FSB, Lehman Brothers Bank, FSB. The information set forth in this
prospectus supplement concerning the Mortgage Loan Sellers, Originators and
their underwriting standards has been provided by the Mortgage Loan Sellers and
Originators.

      Greenwich Capital Financial Products, Inc. Greenwich Capital Financial
Products, Inc. is a loan seller and originator. See "--The Sponsors--Greenwich
Capital Financial Products, Inc." above.

      Goldman Sachs Mortgage Company. Goldman Sachs Mortgage Company is a loan
seller. See "--The Sponsors--Goldman Sachs Mortgage Company" above.

      Lehman Brothers Bank, FSB. Lehman Brothers Bank, FSB ("LEHMAN"), a federal
stock savings bank, is a loan seller and originator.

      Goldman Sachs Commercial Mortgage Capital, L.P. GSCMC is an originator.
GSCMC is an affiliate of GSMC, one of the loan sellers and sponsors and Goldman,
Sachs & Co., one of the underwriters. GSCMC's primary business is the
underwriting and origination, either by itself or together with another
originator, of mortgage loans secured by commercial or multifamily properties.
The commercial mortgage loans originated by GSCMC include both fixed and
floating-rate commercial mortgage loans and such commercial mortgage loans are
often included in both public and private securitizations. GSCMC has been an
active participant in securitizations of commercial mortgage loans since 1996.
Many of the commercial mortgage loans originated by GSCMC are acquired by GSMC
and sold to securitizations in which GSMC acts as sponsor and/or mortgage loan
seller. Multiple seller transactions in which GSCMC has participated
historically include the "GMAC" program in which GSMC, GMAC Commercial Mortgage
Corporation, Morgan Stanley Mortgage Capital Inc. and German American Capital
Corporation generally were loan sellers and sponsors. Currently, GSCMC engages
in multiple seller transactions as the "GG" program in which GSMC and Greenwich
Capital Financial Products, Inc. generally are mortgage loan sellers.

      Between the inception of its commercial mortgage securitization program in
1996 and December 31, 2006, GSCMC originated approximately 1,616 fixed and
floating-rate commercial and multifamily mortgage loans with an aggregate
original principal balance of approximately $39.3 billion, of which
approximately 1,538 commercial mortgage loans with an aggregate original
principal balance of approximately $34.6 billion, was included in 47
securitization transactions. As of December 31, 2006, GSCMC originated
approximately $12.7 billion of commercial mortgage loans for the GG program, of
which approximately $6.0 billion was included in a securitization for which an
affiliate of GSCMC acting as depositor, and approximately $6.7 billion was
originated for securitizations with an unaffiliated entity acting as depositor.

                      FIXED RATE COMMERCIAL MORTGAGE LOANS

                   TOTAL GSCMC FIXED RATE LOANS    TOTAL GSCMC FIXED RATE LOANS
      YEAR           ORIGINATED (APPROXIMATE)       SECURITIZED (APPROXIMATE)
- ----------------   -----------------------------   ----------------------------
      2006                 $5.3 billion                    $4.8 billion
      2005                 $5.6 billion                    $6.1 billion
      2004                 $3.4 billion                    $3.0 billion


                                      S-80



                     FLOATING RATE COMMERCIAL MORTGAGE LOANS

                TOTAL GSCMC FLOATING RATE LOANS  TOTAL GSCMC FLOATING RATE LOANS
     YEAR          ORIGINATED (APPROXIMATE)         SECURITIZED (APPROXIMATE)
- --------------  -------------------------------  -------------------------------
     2006                $2.1 billion                     $0.6 billion
     2005                $1.5 billion                     $0.6 billion
     2004                $1.5 billion                     $0.0 billion

      Underwriting Standards

      Overview. GSCMC's commercial mortgage loans are primarily originated in
accordance with the underwriting criteria described below. However, variations
from these guidelines may be implemented as a result of various conditions
including each loan's specific terms, the quality or location of the underlying
real estate, the property's tenancy profile, the background or financial
strength of the borrower/sponsor, or any other pertinent information deemed
material by GSCMC. Therefore, this general description of GSCMC's underwriting
standards is not intended as a representation that every commercial mortgage
loan complies entirely with all criteria set forth below.

      Process. The credit underwriting process for each GSCMC loan is performed
by a deal team comprised of real estate professionals, which typically includes
a senior member, originator, analyst and commercial closer. This team is
required to conduct a thorough review of the related mortgaged property, which
typically includes an examination of historical operating statements, rent
rolls, tenant leases, current and historical real estate tax information,
insurance policies and/or schedules, and third-party reports pertaining to
appraisal/valuation, zoning, environmental status and physical
condition/seismic/engineering (see "--Escrow Requirements" below and "--Third
Party Reports--Property Analysis," "--Appraisal and Loan-to-Value Ratio,"
"--Environmental Report," "--Physical Condition Report," "--Title Insurance
Policy" and "--Property Insurance" in this prospectus supplement).

      A member of the GSCMC team or its affiliates thereof is required to
perform an inspection of the property as well as a review of the surrounding
market environment, including demand generators and competing properties, in
order to confirm tenancy information, assess the physical quality of the
collateral, determine visibility and access characteristics, and evaluate the
property's competitiveness within its market.

      The GSCMC deal team or its affiliates thereof also performs a detailed
review of the financial status, credit history and background of the borrower
and certain key principals through financial statements, income tax returns,
credit reports, criminal/background investigations, and specific searches for
judgments, liens, bankruptcy and pending litigation. Circumstances may also
warrant an examination of the financial strength and credit of key tenants as
well as other factors that may impact the tenants' ongoing occupancy or ability
to pay rent.

      After the compilation and review of all documentation and other relevant
considerations, the deal team finalizes its detailed underwriting analysis of
the property's cash flow in accordance with GSCMC's property-specific, cash flow
underwriting guidelines. Determinations are also made regarding the
implementation of appropriate loan terms to structure around risks, resulting in
features such as ongoing escrows or up-front reserves, letters of credit,
lockboxes/cash management agreements or guarantees. A complete credit committee
package is prepared to summarize all of the above-referenced information.

      Credit Approval. All commercial mortgage loans must be presented to one or
more of credit committees which consist of senior real estate professionals
among others. After a review of the credit committee package and a discussion of
the loan, the committee may approve the loan as recommended or request
additional due diligence, modify the terms, or reject the loan entirely.

      Debt Service Coverage and LTV Requirements. GSCMC's underwriting standards
generally require a minimum debt-service coverage ratio (DSCR) of 1.20x and
maximum LTV of 80%. However these thresholds are guidelines and exceptions may
be made on the merits of each individual loan. Certain properties may also be
encumbered by subordinate debt secured by the related mortgaged property and/or
mezzanine debt secured by direct or indirect ownership interests in the borrower
and when such mezzanine or subordinate debt is taken into account, may result in
aggregate debt that does not conform to the aforementioned parameters.


                                      S-81



      The aforementioned DSCR requirements pertain to the underwritten cash flow
at origination and may not hold true for each mortgage loan as reported in this
prospectus supplement and Annex C. Property and loan information is typically
updated for securitization, including a complete re-underwriting of the
property's cash flow, which may reflect positive or negative developments at the
property or in the market that have occurred since origination, possibly
resulting in an increase or decrease in the DSCR.

      Amortization Requirements. While GSCMC's underwriting guidelines generally
permit a maximum amortization period of 30 years, certain loans may provide for
interest-only payments through maturity or for an initial portion of the
commercial mortgage loan term. However, if the loan entails only a partial
interest-only period, the monthly debt service, the annual debt service and DSCR
set forth in this prospectus supplement and Annex C reflects a calculation on
the future (larger) amortizing loan payment. See "Description of the Mortgage
Pool" in this prospectus supplement.

      Escrow Requirements. GSCMC may require borrowers to fund escrows for
taxes, insurance and replacement reserves. In addition, GSCMC may identify
certain risks that warrant additional escrows or holdbacks for items such as
tenant improvements/leasing commissions, deferred maintenance, environmental
costs or unpaid obligations. Springing escrows may also be structured for
identified risks such as specific rollover exposure, to be triggered upon the
non-renewal of one or more key tenants. In some cases, the borrower may be
allowed to post a letter of credit or guaranty in lieu of a cash reserve, or
provide periodic evidence of timely payment of a typical escrow item. Escrows
are evaluated on a case-by-case basis and are not required for all GSCMC
commercial mortgage loans.

      Servicing. Interim servicing for all GSCMC loans prior to securitization
is typically performed by Archon Group, L.P., an affiliate of GSCMC. However,
primary servicing is occasionally retained by certain qualified mortgage
brokerage firms under established sub-servicing agreements with GSCMC, which may
be retained post-securitization including the applicable fees. Otherwise,
servicing responsibilities are transferred from Archon Group, L.P. to the Master
Servicer of the securitization trust (and a primary servicer when applicable) at
closing. From time to time, Archon Group, L.P. may retain primary servicing.

      Third Party Reports

      General. In addition to the guidelines described above, each of the
Originators generally has established guidelines outlining certain procedures
with respect to third party reports with respect to the mortgage loans, as
described more fully below. The Mortgage Loans were generally originated in
accordance with such guidelines, however, in many instances, one or more
provisions of the guidelines were waived or modified. The Mortgage Loans were
originated for securitization and were generally originated from August 2006 to
the present by the Originators.

      Property Analysis. Prior to origination of a loan, each Originator
typically performs, or causes to be performed, site inspections at each
property. Depending on the property type, such inspections generally include an
evaluation of one or more of the following: functionality, design,
attractiveness, visibility and accessibility of the property as well as
proximity to major thoroughfares, transportation centers, employment sources,
retail areas, educational facilities and recreational areas. Such inspections
generally assess the submarket in which the property is located, which may
include evaluating competitive or comparable properties.

      Appraisal and Loan-to-Value Ratio. Each Originator typically obtains an
appraisal that complies, or the appraiser certifies that it complies, with the
real estate appraisal regulations issued jointly by the federal bank regulatory
agencies under the Financial Institutions Reform, Recovery, and Enforcement Act
of 1989, as amended. The loan-to-value ratio of the mortgage loan is generally
based on the value set forth in the appraisal. In certain cases, an updated
appraisal is obtained.

      Environmental Report. Each Originator generally obtains a Phase I site
assessment or an update of a previously obtained site assessment for each
mortgaged property prepared by an environmental firm approved by the applicable
Originator. Each Originator or their designated agents typically review the
Phase I site assessment to verify the presence or absence of reported violations
of applicable laws and regulations relating to environmental protection and
hazardous waste. In cases in which the Phase I site assessment identifies
material violations and no third party is identified as responsible for such
violations, each Originator generally requires the borrower to conduct


                                      S-82



remediation activities, or to establish an operations and maintenance plan or to
place funds in escrow to be used to address any required remediation.

      Physical Condition Report. Each Originator generally obtains a current
physical condition report ("PCR") for each mortgaged property prepared by a
structural engineering firm approved by the Originators. Each Originator, or an
agent, typically reviews the PCR to determine the physical condition of the
property, and to determine the anticipated costs of necessary repair,
replacement and major maintenance or capital expenditure over the term of the
mortgage loan. In cases in which the PCR identifies an immediate need for
material repairs or replacements with an anticipated cost that is over a certain
minimum threshold or percentage of loan balance, each Originator often requires
that funds be put in escrow at the time of origination of the mortgage loan to
complete such repairs or replacements or obtains a guarantee from a sponsor of
the borrower in lieu of reserves.

      Title Insurance Policy. The borrower is required to provide, and each
Originator or its counsel typically will review, a title insurance policy for
each property. The title insurance policies provided typically must meet the
following requirements: (a) written by a title insurer licensed to do business
in the jurisdiction where the mortgaged property is located, (b) in an amount at
least equal to the original principal balance of the mortgage loan, (c)
protection and benefits run to the mortgagee and its successors and assigns, (d)
written on an American Land Title Association ("ALTA") form or equivalent policy
promulgated in the jurisdiction where the mortgaged property is located and (e)
if a survey was prepared, the legal description of the mortgaged property in the
title policy conforms to that shown on the survey.

      Property Insurance. Each Originator typically require the borrower to
provide one or more of the following insurance policies: (1) commercial general
liability insurance for bodily injury or death and property damage; (2) an "All
Risk of Physical Loss" policy; (3) if applicable, boiler and machinery coverage;
and (4) if the mortgaged property is located in a special flood hazard area
where mandatory flood insurance purchase requirements apply, flood insurance.

                                  THE DEPOSITOR

      Greenwich Capital Commercial Funding Corp. will be the depositor for this
securitization transaction. We are a direct, wholly owned subsidiary of GCFP and
were incorporated in the State of Delaware on November 18, 1999. The principal
executive offices of the Depositor are located at 600 Steamboat Road, Greenwich,
Connecticut 06830. Its telephone number is (203) 625-2700.

      We do not have, nor are we expected in the future to have, any significant
assets.

      Since our formation, we have acted as depositor with respect to 12
securitization transactions, in an aggregate amount of $15.7 billion. GCFP has
acted as sponsor of all of such transactions.

      The Depositor does not engage in any business operations other than
securitizing mortgage assets and related activities.

      The Depositor has minimal ongoing duties with respect to the certificates
and the mortgage loans. The Depositor's duties pursuant to the pooling and
servicing agreement include, without limitation, the duty:

      o     to keep in full force its existence, rights and franchises (subject
            to the right to merge, consolidate or sell substantially all of its
            assets so long as it receives a rating agency confirmation that such
            event would not result in the downgrade, withdrawal or qualification
            of the then current ratings of the series 2007-GG9 certificates),

      o     to appoint a successor trustee in the event of the resignation or
            removal of the trustee,

      o     to provide the trustee with a copy of any private placement
            memorandum used by the Depositor or an affiliate in connection with
            the resale of any certificates that have been privately offered,

      o     to provide information in its possession to the trustee to the
            extent necessary to perform REMIC tax administration,


                                      S-83



      o     to notify the trustee of certain events that might require reporting
            under the Securities Exchange Act of 1934, as amended, and

      o     to sign any Annual Report on Form 10-K, including the required
            certification therein under the Sarbanes-Oxley Act of 2002, and the
            rules and regulations of the Securities Exchange Commission
            promulgated thereunder, required to be filed by the trust.

      We are required under the underwriting agreement to indemnify the
underwriters for certain securities law liabilities.

                               THE ISSUING ENTITY

      The issuing entity for the certificates will be Commercial Mortgage Trust
2007-GG9. 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
underlying mortgage loans and any REO Property, disposing of defaulted
underlying mortgage loans and REO Property, issuing the certificates and making
distributions and providing reports to series 2007-GG9 certificateholders.
Accordingly, the trust may not issue securities other than the certificates, or
invest in securities, other than investment of funds in the custodial account
and other accounts maintained under the pooling and servicing agreement in
certain short-term high-quality investments. The trust may not lend or borrow
money, except that the master servicer (or, if the master servicer fails to do
so, the trustee) may make advances of delinquent monthly debt service payments
and servicing advances to the trust, but only to the extent such party deems
such advances to be recoverable from the related mortgage loan; such advances
are intended to be in the nature of a liquidity, rather than a credit, facility.
The pooling and servicing agreement may be amended as set forth in the
prospectus under "Description of the Governing Documents--Amendment." The trust
administers the underlying mortgage loans through the master servicer and
special servicer. A discussion of the duties of the master servicer and special
servicer, including any discretionary activities performed by each of them, is
set forth in this prospectus supplement under "Servicing Under the Pooling and
Servicing Agreement."

      The only assets of the trust other than the underlying mortgage loans and
any REO Properties are the custodial accounts and other accounts maintained
pursuant to the pooling and servicing agreement and the short-term investments
in which funds in the custodial account and other accounts are invested. The
trust has no present liabilities, but has potential liability relating to
ownership of the underlying mortgage loans and any REO Properties and indemnity
obligations to the trustee, master servicer and special servicer. The fiscal
year of the trust is the calendar year. The trust has no executive officers or
board of directors. It acts through the trustee, master servicer and special
servicer.

      We are contributing the underlying mortgage loans to the trust. We are
purchasing the underlying mortgage loans from the loan sellers, as described in
this prospectus supplement under "Description of the Mortgage
Pool--Representations and Warranties."

      Since the trust fund is a common law trust, it may not be eligible for
relief under the federal bankruptcy laws, unless it can be characterized as a
"business trust" for purposes of the federal bankruptcy laws. Bankruptcy courts
look at various considerations in making this determination, so it is not
possible to predict with any certainty whether or not the trust would be
characterized as a "business trust."

                                  THE SERVICERS

THE MASTER SERVICER

      Wachovia Bank, National Association ("WACHOVIA") will act as the Servicer
under the pooling and servicing agreement with respect to the mortgage loans.
Wachovia is a national banking association organized under the laws of the
United States of America and is a wholly-owned subsidiary of Wachovia
Corporation. Wachovia's principal servicing offices are located at NC 1075, 8739
Research Drive URP4, Charlotte, North Carolina 28262.


                                      S-84



      Wachovia has been servicing commercial and multifamily mortgage loans in
excess of ten years. Wachovia's primary servicing system runs on EnableUs
software. Wachovia reports to trustees in the CMSA format. The table below sets
forth information about Wachovia's portfolio of master or primary serviced
commercial and multifamily mortgage loans as of the dates indicated:



                                                               AS OF       AS OF       AS OF       AS OF
COMMERCIAL AND MULTIFAMILY MORTGAGE LOANS                    12/31/2003  12/31/2004  12/31/2005  12/31/2006
- -----------------------------------------------------------  ----------  ----------  ----------  ----------

By Approximate Number .....................................    10,015      15,531      17,641      20,725
By Approximate Aggregate Unpaid Principal Balance
   (in billions) ..........................................     $88.6      $141.3      $182.5      $262.1


      Within this portfolio, as of December 31, 2006, are approximately 20,725
commercial and multifamily mortgage loans with an unpaid principal balance of
approximately $262.1 billion related to commercial mortgage-backed securities or
commercial real estate collateralized debt obligation securities. In addition to
servicing loans related to commercial mortgage-backed securities and commercial
real estate collateralized debt obligation securities, Wachovia also services
whole loans for itself and a variety of investors. The properties securing loans
in Wachovia's servicing portfolio as of December 31, 2006 were located in all 50
states, the District of Columbia, Guam, Mexico, the Bahamas, the Virgin Islands
and Puerto Rico and include retail, office, multifamily, industrial, hospitality
and other types of income-producing properties.

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

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



                         APPROXIMATE SECURITIZED
                        MASTER-SERVICED PORTFOLIO  APPROXIMATE OUTSTANDING  APPROXIMATE OUTSTANDING
         DATE                    (UPB)*            ADVANCES (P&I AND PPA)*   ADVANCES AS % OF UPB
- ----------------------  -------------------------  -----------------------  -----------------------

  December 31, 2003          $74,461,414,561             $84,616,014                 0.1%
  December 31, 2004         $113,159,013,933            $129,858,178                 0.1%
  December 31, 2005         $142,222,662,628            $164,516,780                 0.1%
  December 31, 2006         $201,283,960,215            $162,396,491                 0.1%

__________________

*     "UPB" means unpaid principal balance, "P&I" means principal and interest
      advances and "PPA" means property protection advances.

      Pursuant to an interim servicing agreement between Wachovia and Greenwich
Capital Financial Products, Inc., a sponsor and a loan seller, Wachovia acts as
primary servicer with respect to mortgage loans owned by Greenwich Capital
Financial Products, Inc. from time to time, including, prior to their inclusion
in the trust, some or all of the mortgage loans being contributed by Greenwich
Capital Financial Products, Inc. There are currently no outstanding property
protection advances made by Wachovia on those mortgage loans being contributed
by Greenwich Capital Financial Products, Inc. that were serviced by Wachovia
prior to their inclusion in the trust.

      Wachovia is rated by Fitch and S&P as a primary servicer and master
servicer. Wachovia's ratings by each of these agencies is outlined below:

                                       FITCH               S&P
                                   -------------      -------------
             Primary Servicer          CPS2+             Strong
             Master Servicer            CMS2             Strong

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


                                      S-85



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

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

      o     monitoring and applying interest rate changes with respect to
            adjustable rate mortgage loans in accordance with loan documents;

      o     provision of Strategy and Strategy CS software;

      o     identification, classification, imaging and storage of documents;

      o     analysis and determination of amounts to be escrowed for payment of
            taxes and insurance;

      o     entry of rent roll information and property performance data from
            operating statements;

      o     tracking and reporting of flood zone changes;

      o     tracking, maintenance and payment of rents due under ground leases;

      o     abstracting of insurance requirements contained in loan documents;

      o     comparison of insurance certificates to insurance requirements
            contained in loan documents and reporting of expiration dates and
            deficiencies, if any;

      o     abstracting of leasing consent requirements contained in loan
            documents;

      o     legal representation;

      o     assembly of data regarding buyer and seller (borrower) with respect
            to proposed loan assumptions and preparation of loan assumption
            package for review by Wachovia;

      o     maintenance and storage of letters of credit;

      o     tracking of anticipated repayment dates for loans with such terms;

      o     reconciliation of deal pricing, tapes and annexes prior to
            securitization;

      o     entry of new loan data and document collection;

      o     initiation of loan payoff process and provision of payoff quotes;

      o     printing, imaging and mailing of statements to borrowers;

      o     performance of property inspections;

      o     performance of tax parcel searches based on property legal
            description, monitoring and reporting of delinquent taxes, and
            collection and payment of taxes;


                                      S-86



      o     review of financial spreads performed by sub-servicers;

      o     review of borrower requests for disbursements from reserves for
            compliance with loan documents, which are submitted to Wachovia for
            approval; and

      o     performance of UCC searches and filing of UCCs.

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

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

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

      The mortgage loans, except for the mortgage loan secured by the
Merchandise Mart property, will be serviced by the master servicer under the
pooling and servicing agreement. The mortgage loan secured by the Merchandise
Mart property will be serviced under the pooling and servicing agreement entered
into in connection with J.P. Morgan Chase Commercial Mortgage Securities Trust
2006-LDP9 Commercial Mortgage Pass-Through Certificates, Series 2006-LDP9. The
master servicer of the Merchandise Mart loan under that pooling and servicing
agreement is Wachovia.

      The master servicer will be responsible for master servicing of all of the
underlying mortgage loans. The master servicer may elect to sub-service some or
all of its servicing duties with respect to each of the mortgage loans.

      Certain of the duties of the master servicer and the provisions of the
pooling and servicing agreement are set forth in this prospectus supplement
under "Servicing Under the Pooling and Servicing Agreement." The manner in which
collections on the underlying mortgage loans are to be maintained is described
in this prospectus supplement under "Servicing Under the Pooling and Servicing
Agreement--Custodial Account." The advance obligations of the master servicer
are described under "Description of the Offered Certificates--Advances of
Delinquent Monthly Debt Service Payments" in this prospectus supplement. Certain
limitations on the master servicer's liability under the pooling and servicing
agreement are described in this prospectus supplement under "Servicing Under the
Pooling and Servicing Agreement--Certain Matters Regarding the Master Servicer,
the Special Servicer and the Depositor" in this prospectus supplement. Certain
terms of the pooling and servicing agreement regarding the master servicer's
removal, replacement, resignation or transfer are described under "Servicing
Under the Pooling and Servicing Agreement--Events of Default," "--Rights Upon
Events of Default" and "--Certain Matters Regarding the Master Servicer, the
Special Servicer and the Depositor" in this prospectus supplement.

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

THE SPECIAL SERVICER

      LNR Partners, Inc. ("LNR PARTNERS"), a Florida corporation and a
subsidiary of LNR Property Holdings, Ltd. ("LNR"), will initially be appointed
as special servicer for the mortgage pool. The principal executive offices of
LNR Partners are located at 1601 Washington Avenue, Suite 700, Miami Beach,
Florida 33139 and its telephone


                                      S-87



number is (305)-695-5600. LNR through its subsidiaries, affiliates and joint
ventures, is involved in the real estate investment, finance and management
business and engages principally in:

      o     acquiring, developing, repositioning, managing and selling
            commercial and multifamily residential real estate properties,

      o     investing in high-yielding real estate loans, and

      o     investing in, and managing as special servicer, unrated and
            non-investment grade rated commercial mortgaged backed securities
            ("CMBS").

      LNR Partners and its affiliates have substantial experience in working out
loans and in performing the other obligations of the special servicer as more
particularly described in the series 2007-GG9 pooling and servicing agreement,
including, but not limited to, processing borrower requests for lender consent
to assumptions, leases, easements, partial releases and expansion and/or
redevelopment of the mortgaged properties. LNR Partners and its affiliates have
been engaged in the special servicing of commercial real estate assets for over
14 years. The number of CMBS pools specially serviced by LNR Partners and its
affiliates has increased from 46 in December 1998 to 193 as of December 31,
2006. More specifically, LNR Partners (and its predecessors in interest) acted
as special servicer with respect to: (a) 84 domestic CMBS pools as of December
31, 2001, with a then current face value in excess of $53 billion; (b) 101
domestic CMBS pools as of December 31, 2002, with a then current face value in
excess of $67 billion; (c) 113 domestic CMBS pools as of December 31, 2003, with
a then current face value in excess of $79 billion; (d) 134 domestic CMBS pools
as of December 31, 2004, with a then current face value in excess of $111
billion; (e) 142 domestic CMBS pools as of December 31, 2005, with a then
current face value in excess of $148 billion and (f) 143 domestic CMBS pools as
of December 31, 2006, with a then current face value in excess of $201 billion.
Additionally, LNR Partners has resolved over $17.4 billion of U.S. commercial
and multifamily loans over the past 14 years, including approximately $1.1
billion of U.S. commercial and multifamily mortgage loans during 2001, $1.9
billion of U.S. commercial and multifamily mortgage loans during 2002, $1.5
billion of U.S. commercial and multifamily mortgage loans during 2003, $2.1
billion of U.S. commercial and multifamily mortgage loans during 2004, $2.4
billion of U.S. commercial and multifamily mortgage loans during 2005 and $0.9
billion for the twelve months ended December 31, 2006.

      LNR or one of its affiliates generally seeks investments where it has the
right to appoint LNR Partners as the special servicer. LNR Partners and its
affiliates have regional offices located across the country in Florida, Georgia,
Texas, Massachusetts, North Carolina, California and Colorado, and in Europe in
England and Germany. As of December 31, 2006, LNR Partners had approximately 180
employees responsible for the special servicing of commercial real estate
assets. As of December 31, 2006, LNR Partners and its affiliates specially
service a portfolio, which included over 23,000 assets in the 50 states and in
Europe with a then current face value in excess of $252 billion, all of which
are commercial real estate assets. Those commercial real estate assets include
mortgage loans secured by the same types of income producing properties as
secure the mortgage loans backing the series 2007-GG9 certificates. Accordingly,
the assets of LNR Partners and its affiliates may, depending upon the particular
circumstances, including the nature and location of such assets, compete with
the mortgaged real properties securing the underlying mortgage loans for
tenants, purchasers, financing and so forth. LNR Partners does not service any
assets other than commercial real estate assets.

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


                                      S-88



provisions of the applicable pooling and servicing agreement pertaining to
specially serviced and REO mortgage loans.

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

      There have not been, during the past three years, any material changes to
the policies or procedures of LNR Partners in the servicing function it will
perform under the series 2007-GG9 pooling and servicing agreement for assets of
the same type included in this securitization transaction. LNR Partners has not
engaged, and currently does not have any plans to engage, any sub-servicers to
perform on its behalf any of its duties with respect to this securitization
transaction. LNR Partners does not believe that its financial condition will
have any adverse effect on the performance of its duties under the series
2007-GG9 pooling and servicing agreement and, accordingly, will not have any
material impact on the mortgage pool performance or the performance of the
series 2007-GG9 certificates. Generally, LNR Partners' servicing functions under
pooling and servicing agreements do not include collection on the pool assets,
however LNR Partners does maintain certain operating accounts with respect to
REO mortgage loans in accordance with the terms of the applicable pooling and
servicing agreements and consistent with the Servicing Standard set forth in
each of such pooling and servicing agreements. LNR Partners does not have any
material primary advancing obligations with respect to the CMBS pools as to
which it acts as special servicer, except with respect to the obligation to make
servicing advances only on specially serviced mortgage loans in five commercial
mortgage securitization transactions, and the obligation to make advances of
delinquent debt service payments on specially serviced mortgage loans in one
commercial mortgage securitization transaction. Under certain circumstances, LNR
Partners also has the obligation to make servicing advances and advances of
delinquent debt service payments with respect to one collateralized debt
obligation transaction.

      LNR Partners will not have primary responsibility for custody services of
original documents evidencing the underlying mortgage loans. On occasion, LNR
Partners may have custody of certain of such documents as necessary for
enforcement actions involving particular mortgage loans or otherwise. To the
extent that LNR Partners has custody of any such documents, such documents will
be maintained in a manner consistent with the Servicing Standard.

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

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

      There are currently no legal proceedings pending, and no legal proceedings
known to be contemplated by governmental authorities, against LNR Partners or of
which any of its property is the subject, that is material to the series
2007-GG9 certificateholders.

      LNR Partners is not an affiliate of the depositor, the sponsor(s), the
trust, the master servicer, the trustee or any originator of any of the
underlying mortgage loans identified in this prospectus supplement.

      LNR Securities Holdings, LLC, an affiliate of LNR Partners, will acquire
an interest in one or more classes of the certificates and will be the initial
directing holder. Otherwise, except for LNR Partners acting as special servicer
for this securitization transaction, there are no specific relationships that
are material involving or relating to this securitization transaction or the
securitized mortgage loans between LNR Partners or any of its affiliates, on the
one hand, and the depositor, sponsor(s) or the trust, on the other hand, that
currently exist or that existed during the past two years. In addition, there
are no business relationships, agreements, arrangements, transactions or
understandings


                                      S-89



that have been entered into outside the ordinary course of business or on terms
other than would be obtained in an arm's length transaction with an unrelated
third party - apart from the subject securitization transaction - between LNR
Partners or any of its affiliates, on the one hand, and the depositor, the
sponsor(s) or the trust, on the other hand, that currently exist or that existed
during the past two years and that are material to an investor's understanding
of the offered certificates.

      The mortgage loan secured by the Merchandise Mart property will be
specially serviced under the pooling and servicing agreement entered into in
connection with J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-LDP9
Commercial Mortgage Pass-Through Certificates, Series 2006-LDP9. The special
servicer under that pooling and servicing agreement is LNR Partners.

      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 of the special servicer with
respect to delinquencies, losses, bankruptcies and recoveries and the ability of
the special servicer to waive or modify the terms of the mortgage loans are set
forth in this prospectus supplement under "Servicing Under the Pooling and
Servicing Agreement--Modifications, Waivers, Amendments and Consents" and
"--Realization Upon Defaulted Mortgage Loans." Certain limitations on the
special servicer's liability under the pooling and servicing agreement are
described in this prospectus supplement under "Servicing Under the Pooling and
Servicing Agreement--Certain Matters Regarding the Master Servicer, the Special
Servicer and the Depositor." Certain terms of the pooling and servicing
agreement regarding the Special Servicer's removal, replacement, resignation or
transfer are described in this prospectus supplement under "Servicing of the
Underlying Mortgage Loans--Replacement of the Special Servicer," "Events of
Default," "--Rights Upon Events of Default" and "--Certain Matters Regarding the
Master Servicer, the Special Servicer and the Depositor" in this prospectus
supplement.

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

                                   THE TRUSTEE

GENERAL

      LaSalle Bank National Association ("LASALLE") will serve as trustee and
custodian under the pooling and servicing agreement pursuant to which the series
2007-GG9 certificates are being issued. LaSalle is a national banking
association formed under the federal laws of the United States of America. Its
parent company, LaSalle Bank Corporation, is an indirect subsidiary of ABN AMRO
Bank N.V., a Netherlands banking corporation. LaSalle has extensive experience
serving as trustee on securitizations of commercial mortgage loans. Since 1994,
LaSalle has served as trustee or paying agent on over 685 commercial mortgage
backed security transactions involving assets similar to the mortgage loans that
we intend to include in the trust. As of December 31, 2006, LaSalle serves as
trustee or paying agent on over 460 commercial mortgage-backed security
transactions. The long-term unsecured debt of the trustee is rated "A+" by S&P,
"Aa3" by Moody's and "AA-" by Fitch, Inc. The depositor, the master servicer or
the special servicer may maintain other banking relationships in the ordinary
course of business with the trustee and its affiliates. The corporate trust
office of the trustee responsible for administration of the trust is located for
certificate transfer purposes and for all other purposes, at 135 South LaSalle
Street, Suite 1625, Chicago, Illinois 60603, Attention: Global Securities and
Trust Services--Greenwich Capital Commercial Funding Corp., Commercial Mortgage
Trust Series 2007-GG9.

      In its capacity as custodian under the pooling and servicing agreement,
LaSalle will hold the mortgage loan files exclusively for the use and benefit of
the trust. The custodian will not have any duty or obligation to inspect, review
or examine any of the documents, instruments, certificates or other papers
relating to the mortgage loans delivered to it to determine that the same are
valid. The disposition of the mortgage loan files will be governed by the
pooling and servicing agreement. LaSalle provides custodial services on over
1000 residential, commercial and asset-backed securitization transactions and
maintains almost 2.5 million custodial files in its two vault locations in Elk
Grove, Illinois and Irvine, California. LaSalle's two vault locations can
maintain a total of approximately 6 million custody files. All custody files are
segregated and maintained in secure and fire resistant facilities in compliance
with customary industry standards. The vault construction complies with Fannie
Mae/Ginnie Mae guidelines applicable to document custodians. LaSalle maintains
disaster recovery protocols to ensure the preservation of


                                      S-90



custody files in the event of force majeure and maintains, in full force and
effect, such fidelity bonds and/or insurance policies as are customarily
maintained by banks which act as custodians. LaSalle uses unique tracking
numbers for each custody file to ensure segregation of collateral files and
proper filing of the contents therein and accurate file labeling is maintained
through a monthly reconciliation process. LaSalle uses a proprietary collateral
review system to track and monitor the receipt and movement internally or
externally of custody files and any release or reinstatement of collateral.

      Using information set forth in this prospectus supplement, the trustee
will develop the cashflow model for the trust. Based on the monthly loan
information provided by the master servicer, the trustee will calculate the
amount of principal and interest to be paid to each class of certificates on
each payment date. In accordance with the cashflow model and based on the
monthly loan information provided by the master servicer, the trustee will
perform distribution calculations, remit distributions on the payment date to
certificateholders and prepare a monthly statement to certificateholders
detailing the payments received and the activity on the mortgage loans during
the collection period. In performing these obligations, the trustee will be able
to conclusively rely on the information provided to it by the master servicer,
and the trustee will not be required to recompute, recalculate or verify the
information provided to it by the master servicer.

      LaSalle and Greenwich Capital Financial Products, Inc. are parties to a
custodial agreement whereby LaSalle, for consideration, provides custodial
services to Greenwich Capital Financial Products, Inc. for certain commercial
mortgage loans originated or purchased by it. Pursuant to this custodial
agreement, LaSalle is currently providing custodial services to most of the
mortgage loans to be sold by Greenwich Capital Financial Products, Inc. to the
Depositor in connection with this securitization. LaSalle is also currently
providing custodial services to Goldman Sachs Mortgage Company with respect to
most of the mortgage loans to be sold by Goldman Sachs Mortgage Company pursuant
to a custodial agreement. The terms of each of these custodial agreements are
customary for the commercial mortgage-backed securitization industry providing
for the delivery, receipt, review and safekeeping of mortgage loan files.

      LaSalle and Lehman are parties to a custodial agreement whereby LaSalle,
for consideration, provides custodial services to Lehman for certain commercial
mortgage loans originated or purchased by it. Pursuant to this custodial
agreement, LaSalle is currently providing custodial services for the mortgage
loan to be sold by Lehman to the Depositor in connection with this
securitization. The terms of the custodial agreement are customary for the
commercial mortgage-backed securitization industry providing for the delivery,
receipt, review and safekeeping of mortgage loan files.

      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.

      The information set forth under this heading "--General" has been provided
by the trustee.

DUTIES OF THE TRUSTEE

      The trustee will make no representation as to the validity or sufficiency
of the pooling and servicing agreement, the offered certificates or any mortgage
loan or related document and will not be accountable for the use or application
by the depositor of any of the certificates issued to it or of the proceeds of
such certificates, or for the use or application of any funds paid to the
depositor in respect of the assignment of the mortgage loans to the trust, or
any funds deposited in or withdrawn from a custodial account or any other
account by or on behalf of the depositor, the master servicer or the special
servicer. The trustee will not be responsible for the accuracy or content of any


                                      S-91



resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the depositor, the master servicer or the special
servicer, and accepted by the trustee in good faith, pursuant to the pooling and
servicing agreement. The pooling and servicing agreement provides that no
provision of such agreement shall be construed to relieve the trustee from
liability for its own negligent action, its own negligent failure to act or its
own misconduct; provided, however, that if no event of default has occurred and
is continuing, the trustee will be required to perform, and will be liable for,
only those duties specifically required under the pooling and servicing
agreement, and in the absence of bad faith on the part of the trustee, the
trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or opinions
furnished to the trustee and conforming to the requirements of the pooling and
servicing agreement. Upon receipt of any of the various certificates, reports or
other instruments required to be furnished to it pursuant to the pooling and
servicing agreement, however, the trustee will be required to examine those
documents and to determine whether they conform to the requirements of that
agreement.

CERTAIN MATTERS REGARDING THE TRUSTEE

      As compensation for the performance of its routine duties, the trustee
will be paid a fee. The trustee fee will be payable monthly from amounts
received in respect of the mortgage loans and will accrue at a rate, calculated
on the basis of a 360-day year consisting of twelve 30-day months equal to
0.00033% per annum, and will be computed on the basis of the stated principal
balance of the related mortgage loan as of the preceding payment date. 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 willful
misfeasance, negligence or bad faith.

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

      The trustee and any director, officer, employee or agent of the trustee,
will be entitled to indemnification by the trust, to the extent of amounts held
in the custodial account from time to time, for any loss, liability or
reasonable out of pocket expense arising out of or incurred by the trustee in
connection with any act or omission of the trustee relating to the exercise and
performance of any of the powers and duties of the trustee under the pooling and
servicing agreement. However, the indemnification will not extend to (i) any
loss, liability or expense that constitutes a specific liability imposed on the
trustee pursuant to the pooling and servicing agreement, (ii) any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
negligence on the part of the trustee in the performance of its obligations and
duties under the pooling and servicing agreement, or by reason of its negligent
disregard of those obligations or duties, or as may arise from a breach of any
representation, warranty or covenant of the trustee made in the pooling and
servicing agreement or (iii) any loss, liability or expense that constitute
allocable overhead. If the indemnification of any loss, liability or reasonable
out-of-pocket expenses of the trustee provided in the pooling and servicing
agreement is invalid and unenforceable, then the trust fund will contribute to
the amount paid or payable by the trustee as a result of such loss, liability or
out-of-pocket expenses in such proportion as is appropriate to reflect the
relative fault of any of the other parties on the one hand and the trustee on
the other in connection with the actions or omissions which resulted in such
loss, liability or out-of-pocket expenses, as well as any other relevant
equitable considerations.


                                      S-92



      The trustee and any of its respective affiliates may hold certificates in
their own names. For purposes of meeting the legal requirements of some local
jurisdictions, the trustee will have the power to appoint a co-trustee or
separate trustee of all or any part of the trust assets. All rights, powers,
duties and obligations conferred or imposed upon the trustee will be conferred
or imposed upon the trustee and the separate trustee or co-trustee jointly, or
in any jurisdiction in which the trustee is incompetent or unqualified to
perform some acts, singly upon the separate trustee or co-trustee who will
exercise and perform its rights, powers, duties and obligations solely at the
direction of the trustee. In addition, the trustee will be entitled to execute
any of its trusts or powers under the pooling and servicing agreement or perform
any of its duties under the pooling and servicing agreement either directly or
by or through agents or attorneys; provided, however, that the trustee will
remain responsible for all acts and omissions of such agents or attorneys within
the scope of their employment to the same extent as it is responsible for its
own actions and omissions under the pooling and servicing agreement; provided,
further, that, in the case of an agent appointed to authenticate the
certificates, such agent must satisfy certain eligibility requirements set forth
in the pooling and servicing agreement.

      The trustee will at all times be required to be, and will be required to
resign if it fails to be,

      o     a bank, a trust company, an association or a corporation organized
            and doing business under the laws of the United States of America or
            any state thereof or the District of Columbia, authorized under such
            laws to exercise trust powers, having a combined capital and surplus
            of at least $50,000,000 and subject to supervision or examination by
            federal or state banking authority;

      o     an entity that is not affiliate of the master servicer or the
            special servicer (except during any period when the trustee is
            acting as, or has become successor to, the master servicer or the
            special servicer, as the case may be);

      o     a long term unsecured debt rating of at least "Aa3" by Moody's and
            "AA-" by S&P and Fitch (or "A+" by S&P if the short-term unsecured
            debt rating of the trustee is rated at least "A-1" by S&P)(or, in
            the case of either Rating Agency, such other rating as shall not
            result in a downgrade, withdrawal or qualification of the then
            current ratings of any class of series 2007-GG9 certificates, as
            confirmed in writing by such Rating Agency);

provided that if the trustee shall cease to be so eligible because its combined
capital and surplus is no longer at least $50,000,000, and if the trustee
proposes to the depositor, the master servicer and the special servicer to enter
into an agreement with (and reasonably acceptable to) each of them, and if in
light of such agreement the trustee's continuing to act as trustee under the
pooling and servicing agreement would not (as evidenced in writing by each
Rating Agency) cause a downgrade, withdrawal or qualification of the then
current ratings of any class of series 2007-GG9 certificates, then upon the
execution and delivery of such agreement the trustee will not be required to
resign, and may continue in such capacity, for so long as none of the ratings
assigned by the Rating Agencies to the series 2007-GG9 certificates are
adversely affected by the trustee's continuing to act as trustee under the
pooling and servicing agreement.

RESIGNATION AND REMOVAL OF THE TRUSTEE

      The trustee will be permitted at any time to resign from its obligations
and duties under the pooling and servicing agreement by giving written notice to
us, the master servicer, the special servicer, all series 2007-GG9
certificateholders and the Companion Loan Holders. Upon receiving this notice of
resignation, we will be required to promptly appoint a successor trustee
acceptable to the master servicer. If no successor trustee shall have accepted
an appointment within a specified period after the giving of notice of
resignation, the resigning trustee may petition any court of competent
jurisdiction to appoint a successor trustee.

      If at any time a trustee ceases to be eligible to continue as trustee
under the pooling and servicing agreement, or if at any time the trustee becomes
incapable of acting, or if certain events of, or proceedings in respect of,
bankruptcy or insolvency occur with respect to the trustee, or if the trustee
shall fail (other than by reason of the failure of either the master servicer or
the special servicer to timely perform its obligations hereunder or as a result
of other circumstances beyond the trustee's reasonable control) to deliver or
otherwise make available certain reports and such failure shall continue for
five days after receipt of written notice by the trustee of such failure, or if
a tax is imposed or threatened with respect to the trust fund by any state in
which the trustee is located or in which it


                                      S-93



holds any portion of the trust fund, we will be authorized to remove the trustee
and appoint a successor trustee acceptable to us and the master servicer. In
addition, holders of the certificates entitled to at least 51 percent of the
voting rights may at any time, with or without cause, remove the trustee under
the pooling and servicing agreement and appoint a successor trustee.

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

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

            (a)   by the predecessor trustee, if such predecessor trustee has
      resigned or been removed with cause, including by the Depositor in
      accordance with the pooling and servicing agreement;

            (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).

                        DESCRIPTION OF THE MORTGAGE POOL

GENERAL

      We intend to include the 201 mortgage loans identified on Annex A to this
prospectus supplement in the trust. The mortgage loans will have an Initial
Mortgage Pool Balance as of the cut-off date of $6,575,923,864. However, the
actual initial mortgage loan balance may be as much as 5% smaller or larger than
that amount if any of those mortgage loans are removed from the Mortgage Pool or
any other mortgage loans are added to the Mortgage Pool. See "--Changes In
Mortgage Pool Characteristics" below.

      For purposes of calculating distributions on the respective classes of the
series 2007-GG9 certificates, the mortgage loans will be divided into the
following two sub-pools:

      o     Sub-pool 1 will consist of all of the mortgage loans that are
            secured by property types other than multifamily and manufactured
            housing properties. Sub-pool 1 will consist of 177 mortgage loans,
            with an Initial Sub-pool 1 Balance of $6,082,438,684, representing
            approximately 92.5% of the Initial Mortgage Pool Balance.

      o     Sub-pool 2 will consist of all of the mortgage loans that are
            secured by multifamily and manufactured housing properties. Sub-pool
            2 will consist of 24 mortgage loans, with an Initial Sub-pool 2
            Balance of $493,485,000, representing approximately 7.5% of the
            Initial Mortgage Pool Balance.

      Annex A to this prospectus supplement identifies which mortgage loans are
included in each of sub-pool 1 and sub-pool 2.

      Eight of the mortgage loans, representing approximately 4.6% of the
Initial Mortgage Pool Balance and 5.0% of the Initial Sub-pool 1 Balance, are
each part of a split loan structure, comprised of two or more mortgage loans
that are secured by the same mortgage instrument on the same mortgaged property
or mortgaged properties. See "--Split Loan Structure" below.


                                      S-94



      The Initial Mortgage Pool Balance will equal the total cut-off date
principal balance of all the underlying mortgage loans, the Initial Sub-pool 1
Balance will equal the total cut-off date principal balance of the mortgage
loans in sub-pool 1, and the Initial Sub-pool 2 Balance will equal the total
cut-off date principal balance of the mortgage loans in sub-pool 2. The cut-off
date principal balance of any mortgage loan is equal to its unpaid principal
balance as of the cut-off date, after application of all monthly debt service
payments due with respect to the mortgage loan on or before that date, whether
or not those payments were received. The cut-off date principal balance of each
mortgage loan that we intend to include in the trust is shown on Annex A to this
prospectus supplement. Those cut-off date principal balances range from
$1,295,000 to $640,500,000, and the average of those cut-off date principal
balances is $32,716,039.

      Of the mortgage loans to be included in the trust:

      o     One hundred mortgage loans, representing approximately 45.8% of the
            Initial Mortgage Pool Balance, of which 82 mortgage loans are in
            sub-pool 1, representing approximately 43.1% of the Initial Sub-pool
            1 Balance, and 18 mortgage loans are in sub-pool 2, representing
            approximately 79.1% of the Initial Sub-pool 2 Balance, were
            originated by Greenwich Capital Financial Products, Inc. ("GCFP"),
            one mortgage loan, representing approximately 0.1% of the Initial
            Mortgage Pool Balance, representing approximately 0.2% of the
            Initial Sub-pool 1 Balance was acquired by GCFP from Petra Mortgage
            Capital LLC, and five mortgage loans, representing approximately
            1.2% of the Initial Mortgage Pool Balance, four of which
            representing approximately 1.0% of the Initial Sub-pool 1 Balance
            and one loan representing approximately 3.6% of the Initial Sub-pool
            2 Balance were acquired by GCFP from NY Credit Funding I, LLC;

      o     Ninety-three mortgage loans (the "GSCMC LOANS"), representing
            approximately 40.5% of the Initial Mortgage Pool Balance, of which
            88 mortgage loans are in sub-pool 1, representing approximately
            42.4% of the Initial Sub-pool 1 Balance, and of which 5 mortgage
            loans are in sub-pool 2, representing approximately 17.2% of the
            Initial Sub-pool 2 Balance, were originated by Goldman Sachs
            Commercial Mortgage Capital, L.P. ("GSCMC" and together with GCFP,
            the "ORIGINATORS") and in the case of 1 mortgage loan, representing
            approximately 2.7% of the Initial Mortgage Pool Balance and 2.9% of
            the Initial Sub-pool 1 Balance, was co-originated with Eurohypo AG,
            New York Branch;

      o     One mortgage loan, representing approximately 9.7% of the Initial
            Mortgage Pool Balance and approximately 10.5% of the Initial
            Sub-pool 1 Balance, was co-originated by GCFP and Lehman Brothers
            Bank, FSB ("LEHMAN").

      The GSCMC Loans were originated for sale to, and acquired by, Goldman
Sachs Mortgage Company ("GSMC"). We will acquire the mortgage loans from GCFP,
GSMC and Lehman (collectively, the "MORTGAGE LOAN SELLERS") on or about March 8,
2007. We will cause the mortgage loans that we intend to include in the trust to
be assigned to the trustee pursuant to the pooling and servicing agreement.

      Each of the mortgage loans that we intend to include in the trust is an
obligation of the related borrower to repay a specified sum with interest. Each
of those mortgage loans is evidenced by a promissory note and secured by a
mortgage, deed of trust or other similar security instrument that creates a
mortgage lien on the fee and/or leasehold interest of the related borrower or
another party in one or more commercial or multifamily properties. That mortgage
lien will, in all cases (other than as described in the next sentence), be a
first priority lien, subject only to Permitted Encumbrances.

      You should consider each of the mortgage loans that we intend to include
in the trust to be a nonrecourse obligation of the related borrower. You should
anticipate that, in the event of a payment default by the related borrower,
recourse will be limited to the corresponding mortgaged property or properties
for satisfaction of that borrower's obligations. In those cases where recourse
to a borrower or guarantor is permitted under the related loan documents, we
have not undertaken an evaluation of the financial condition of any of these
persons. None of the mortgage loans will be insured or guaranteed by any
governmental agency or instrumentality or by any private mortgage insurer, any
Mortgage Loan Seller or any other party.


                                      S-95



      We provide in this prospectus supplement a variety of information
regarding the mortgage loans that we intend to include in the trust. When
reviewing this information, please note that--

      o     All numerical information provided with respect to the mortgage
            loans is provided on an approximate basis.

      o     All weighted average information provided with respect to the
            mortgage loans reflects a weighting by their respective cut-off date
            principal balances. We will transfer the cut-off date principal
            balance for each of the mortgage loans to the trust. We show the
            cut-off date principal balance for each of the mortgage loans on
            Annex A to this prospectus supplement.

      o     If any mortgage loan is secured by multiple mortgaged properties
            located in more than one state, a portion of the principal balance
            of that mortgage loan has been allocated to each of those
            properties.

      o     When information with respect to mortgaged properties is expressed
            as a percentage of the Initial Mortgage Pool Balance, the Initial
            Sub-pool 1 Balance, or the Initial Sub-pool 2 Balance, the
            percentages are based upon the cut-off date principal balances of
            the related mortgage loans included in the trust or the portions of
            those balances allocated to such properties. We show the allocated
            loan amount for each individual mortgaged property securing a
            multi-property mortgage loan on Annex A to this prospectus
            supplement.

      o     Certain of the mortgage loans included in the trust are secured by
            properties that also secure another mortgage loan that is not
            included in the trust, which mortgage loan may be subordinated to or
            pari passu in right to payment with the mortgage loan included in
            the trust. See "Description of the Mortgage Pool--Split Loan
            Structure" and "--Additional Loan and Property Information--Other
            Financing" in this prospectus supplement.

      o     The Initial Mortgage Pool Balance, the Initial Sub-pool 1 Balance
            and the Initial Sub-pool 2 Balance and all other financial and
            statistical information provided in this prospectus supplement,
            unless indicated otherwise, is based on the cut-off date principal
            balances of the mortgage loans and excludes any subordinate or pari
            passu mortgage loans.

      o     With respect to the mortgage loans that are part of a Loan Group,
            the underwritten debt-service coverage ratio was calculated based on
            the monthly debt service payment due in respect of the mortgage loan
            included in the trust fund plus the non-trust pari passu mortgage
            loan(s) in that Loan Group, if any, without regard to the monthly
            debt service that is due in connection with any subordinate mortgage
            loan in that Loan Group.

      o     With respect to the mortgage loan secured by the mortgaged
            properties identified on Annex A to this prospectus supplement as
            Midland Industrial Portfolio, representing approximately 0.4% of the
            Initial Mortgage Pool Balance and 0.4% of the Initial Sub-pool 1
            Balance, which has an interest rate that steps up during the term of
            the mortgage loan, information with respect to the interest rates on
            the mortgage loan (including without limitation for purposes of
            calculating the weighted average mortgage interest rate and
            debt-service coverage ratio) is presented in this prospectus
            supplement as if the mortgage loan pays at its highest rate
            throughout the life of such mortgage loan (5.855%).

      o     With respect to the mortgage loans that are part of a Loan Group,
            the cut-off date principal balance used in the calculation of
            Cut-Off Date Loan-to-Appraised Value ratio includes the cut-off date
            principal balance of the mortgage loan that has been included in the
            trust plus any related non-trust pari passu mortgage loan, but
            excludes the principal balance of any subordinate mortgage loan in
            that Loan Group.

      o     Statistical information regarding the mortgage loans may change
            prior to the date of initial issuance of the offered certificates
            due to changes in the composition of the Mortgage Pool prior to that
            date.


                                      S-96



      A description of the underwriting standards of GCFP is set forth above
under "The Sponsors, Mortgage Loan Sellers and Originators--Sponsors--Greenwich
Capital Financial Products, Inc.--Underwriting Standards." A description of the
underwriting standards of GSCMC is set forth above under "The Sponsors, Mortgage
Loan Sellers and Originators--The Mortgage Loan Sellers and Originators--Goldman
Sachs Commercial Mortgage Capital, L.P."

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

CROSS-COLLATERALIZED MORTGAGE LOANS AND MULTI-PROPERTY MORTGAGE LOANS

      The Mortgage Pool will include 27 mortgage loans, representing
approximately 35.5% of the Initial Mortgage Pool Balance, 21 of which are in
sub-pool 1, representing approximately 35.1% of the Initial Sub-pool 1 Balance,
6 of which are in sub-pool 2, representing approximately 39.8% of the Initial
Sub-pool 2 Balance that are, in each case, individually or through
cross-collateralization with other mortgage loans, secured by two or more real
properties. In certain cases, in order to minimize the amount of mortgage
recording tax due in connection with the transaction, the amount of the mortgage
lien encumbering any particular one of those properties may be less than the
full amount of the related mortgage loan or group of cross-collateralized
mortgage loans. The mortgage amount may equal the appraised value or allocated
loan amount for the particular real property. This would limit the extent to
which proceeds from that property would be available to offset declines in value
of the other mortgaged real properties securing the same mortgage loan or group
of cross-collateralized mortgage loans.

      With respect to the mortgage loan secured by the mortgaged property
identified on Annex A to this prospectus supplement as Lake Marriott and Orchard
Parkway, representing approximately 1.6% of the Initial Mortgage Pool Balance
and 1.8% of the Initial Sub-pool 1 if either of the properties is transferred
and amended, the cross collateralization will be terminated upon satisfaction of
certain conditions set forth in the loan documents, including that (i) the
transferee assumes the obligations of the borrower; and (ii) after giving effect
to the consummation of such transfer, (x) the loan to value ratio of the
transferred mortgaged property will not exceed 70% and (y) the allocated
underwritten debt service coverage ratio for each of the mortgaged properties
will not be less than the greater of (A) the allocated underwritten debt service
coverage ratio for such mortgaged property immediately preceding such release
and (B) the underwritten debt service coverage ratio for the mortgaged
properties immediately preceding such release. In connection with such transfer,
the borrower is permitted to reallocate and increase the allocated loan amount
for the transferred mortgaged property by an amount not to exceed $10,000,000,
provided that such re-allocation and increase will only be permitted to the
extent that the borrower defeases an amount (which defeasance will apply with
respect to the allocated loan amount for the remaining mortgaged property and
reduce the allocated loan amount for the remaining mortgaged property by such
defeased amount) equal to the positive difference, if any, between (x) 70% of
the net sales proceeds from the sale of the transferred mortgaged property and
(y) the sum of (1) the allocated loan amount for the transferred mortgaged
property as of the date of the closing of the mortgage loan and (2) the portion
of the $10,000,000 used to increase the allocated loan amount for the
transferred mortgaged property.


                                      S-97



MORTGAGE LOANS WITH AFFILIATED BORROWERS

      The mortgage pool includes 4 separate groups of mortgaged real properties
(with a combined Initial Mortgage Pool Balance of at least 1.8% and a combined
Initial Sub-pool 1 Balance of at least 2.0%) that are under common ownership
and/or control and that secure two or more mortgage loans that are not
cross-collateralized, as identified in the following table:



                                                                             COMBINED % OF      COMBINED % OF
                                                             NUMBER OF      INITIAL MORTGAGE   INITIAL SUB-POOL
                     MORTGAGE LOANS                        MORTGAGE LOANS     POOL BALANCE       1 BALANCE(1)
- --------------------------------------------------------   --------------   ----------------   ----------------

TIAA RexCorp Long Island Portfolio, 1305 Walt Whitman
   Road, 51 JFK Parkway, Omni Marathon Reckson .........         4                7.1%               7.7%
Lake Marriott and Orchard Parkway, Parmer Business Park.         2                2.2%               2.4%
Summerfield Suites-White Plains, Summerfield
   Suites-Pleasant Hill, Summerfield Suites-Scottsdale,
   Summerfield Suites-Pleasanton, Summerfield
   Suites-Bridgewater, Summerfield Suites-Gaithersburg,
   Summerfield Suites-Charlotte ........................         7                1.8%               2.0%
Savvis Data Center, 150 South Street ...................         2                1.8%               2.0%

__________________

(1)   All of the mortgaged properties in this table secure mortgage loans that
      are part of sub-pool 1.

There are other groups of mortgaged properties that are under common ownership
and/or control that secure two or more mortgage loans that are not
cross-collateralized.

TERMS AND CONDITIONS OF THE TRUST MORTGAGE LOANS

      Due Dates. The following chart identifies the days on which scheduled debt
service payments are due with respect to the mortgage loans we intend to include
in the trust, subject, in some cases, to a next business day convention, and the
applicable grace periods:



                                       % OF       NUMBER OF                   NUMBER OF
                       NUMBER OF     INITIAL       MORTGAGE    % OF INITIAL    MORTGAGE    % OF INITIAL
             GRACE     MORTGAGE      MORTGAGE      LOANS IN     SUB-POOL 1     LOANS IN     SUB-POOL 2
DUE DATE   PERIOD(1)     LOANS     POOL BALANCE   SUB-POOL 1     BALANCE      SUB-POOL 2     BALANCE
- --------   ---------   ---------   ------------   ----------   ------------   ----------   ------------

  1st         (2)           1          5.3%            1           5.8%            0            0.0%
  1st          5           15          2.3%           15           2.5%            0            0.0%
  1st          0            1          0.1%            1           0.1%            0            0.0%
  6th          0          182         91.5%          158          90.8%           24          100.0%
  6th          3(3)         1          0.6%            1           0.7%            0            0.0%
  6th          5(4)         1          0.1%            1           0.2%            0            0.0%


__________________

(1)   As used in this prospectus supplement, "GRACE PERIOD" is the number of
      days before a payment default is an event of default under the mortgage
      loan. See Annex A to this prospectus supplement for information on the
      number of days before late payment charges are due under each mortgage
      loan.

(2)   With respect to the mortgage loan secured by the mortgaged property
      identified on Annex A to this prospectus supplement as 590 Madison Avenue,
      representing approximately 5.3% of the initial mortgage pool balance and
      5.8% of the initial sub-pool 1 balance, the event of default occurs on the
      later of the 6th day of each month or the second business day after
      receipt of written notice that the payment is delinquent.

(3)   With respect to the mortgage loan secured by the mortgaged property
      identified on Annex A to this prospectus supplement, as Victoria Ward
      Warehouse & Plaza, representing approximately 0.6% of the initial mortgage
      pool balance and 0.7% of the initial sub-pool 1 balance, the borrower has
      a 3-day grace period once per twelve month period.

(4)   With respect to the mortgage loan secured by the mortgaged property
      identified on Annex A to this prospectus supplement as Marketplace,
      representing approximately 0.1% of the initial mortgage pool balance and
      0.2% of the initial sub-pool 1 balance, the borrower has a 5-day grace
      period once per twelve month period.

      Mortgage Rates; Calculations of Interest. Except as otherwise described
below with respect to one mortgage loan that has an interest rate that steps up
as described below, each of the other mortgage loans that we intend to include
in the trust bears interest at a mortgage interest rate that, in the absence of
default, is fixed until maturity.


                                      S-98



      With respect to one mortgage loan secured by the mortgaged property
identified on Annex A to this prospectus supplement as Midland Industrial
Portfolio, representing approximately 0.4% of the Initial Mortgage Pool Balance
and 0.4% of the Initial Sub-pool 1 Balance, the interest rate on that mortgage
loan is 5.755% per annum through the day prior to the January 2009 payment date
and increases on that payment date to a rate of 5.855% per annum. The DSCR as of
the cut-off date assuming the highest interest rate payable under that mortgage
loan of 5.855% is 1.55x.

      The current mortgage interest rate for each of the mortgage loans that we
intend to include in the trust is shown on Annex A to this prospectus
supplement. As of the cut-off date, the mortgage interest rates for the mortgage
loans included in the trust ranged from 5.410% per annum to 6.847% per annum,
and the weighted average of those mortgage interest rates was 5.795% per annum.
For purposes of calculating the weighted average of the mortgage interest rate,
with respect to the mortgage loan secured by the mortgaged property identified
on Annex A to this prospectus supplement as Midland Industrial Portfolio, which
has an interest rate that steps up during the term of the mortgage loan, we
assumed that the mortgage loan pays at its highest rate throughout the life of
such mortgage loan (5.855%).

      None of the mortgage loans that we intend to include in the trust provides
for negative amortization or for the deferral of interest.

      Balloon Loans. One hundred ninety-nine of the mortgage loans, representing
approximately 99.9% of the Initial Mortgage Pool Balance, of which 175 mortgage
loans are in sub-pool 1, representing approximately 99.9% of the Initial
Sub-pool 1 Balance and 24 mortgage loans are in sub-pool 2, representing
approximately 100.0% of the Initial Sub-pool 2 Balance, are each characterized
by:

      o     an amortization schedule that is significantly longer than the
            actual term of the mortgage loan, and

      o     a substantial balloon payment being due with respect to the mortgage
            loan on its stated maturity date.

      Eighty-three of the mortgage loans, representing approximately 18.2% of
the Initial Mortgage Pool Balance of which 72 mortgage loans are in sub-pool 1,
representing approximately 17.4% of the Initial Sub-pool 1 Balance and 11
mortgage loans are in sub-pool 2, representing approximately 27.2% of the
Initial Sub-pool 2 Balance, are interest-only loans for a certain period, then
amortizing.

      Eighty-seven of the mortgage loans, representing approximately 76.4% of
the Initial Mortgage Pool Balance of which 74 mortgage loans are in sub-pool 1,
representing approximately 76.6% of the Initial Sub-pool 1 Balance and 13
mortgage loans are in sub-pool 2, representing approximately 72.8% of the
Initial Sub-pool 2 Balance, are interest-only loans that provide for a balloon
payment being due on their respective stated maturity dates.

      Twenty-nine of the mortgage loans, representing approximately 5.4% of the
Initial Mortgage Pool Balance, of which all mortgage loans are in sub-pool 1,
representing approximately 5.8% of the Initial Sub-pool 1 Balance, are
amortizing loans that provide for a balloon payment being due on their
respective stated maturity dates.


                                      S-99



      Amortization of Principal. The table below shows, in months, the original
and, as of the cut-off date, the remaining amortization schedules and terms to
maturity for the mortgage loans that we expect to back the offered certificates.



                                                        POOLED MORTGAGE
                                                             LOANS        SUB-POOL 1   SUB-POOL 2
                                                        ---------------   ----------   ----------

ORIGINAL TERM TO MATURITY (MOS.)
Maximum .............................................         144            144          120
Minimum .............................................          36             36           60
Weighted Average.....................................         107            108           99
REMAINING TERM TO MATURITY (MOS.)
Maximum .............................................         141            141          119
Minimum .............................................          34             34           55
Weighted Average ....................................         105            106           97
ORIGINAL AMORTIZATION TERM (MOS.)(1)
Maximum .............................................         360            360          360
Minimum .............................................         120            120          360
Weighted Average ....................................         356            356          360
REMAINING AMORTIZATION TERM (MOS.)(1)
Maximum .............................................         360            360          360
Minimum .............................................         116            116          360
Weighted Average ....................................         356            355          360

__________________

(1)   Calculation excludes interest-only loans.

      Eighty-three mortgage loans, representing approximately 18.2% of the
Initial Mortgage Pool Balance, of which 72 mortgage loans are in sub-pool 1,
representing approximately 17.4% of the Initial Sub-pool 1 Balance and 11
mortgage loans are in sub-pool 2, representing approximately 27.2% of the
Initial Sub-pool 2 Balance, require that payments of interest only be made
during a 12 month to 84 month period following origination of such mortgage
loans. Accordingly, with respect to the calculation of original and remaining
amortization terms in the table above, such mortgage loans are assumed to have
amortizations terms ranging from 300 months to 360 months.

      Some of the mortgage loans included in the trust provide for a recast of
the amortization schedule and an adjustment of the scheduled debt service
payments on the mortgage loan upon application of specified amounts of
condemnation proceeds or insurance proceeds to pay the related unpaid principal
balance.

      Prepayment Provisions. All of the mortgage loans, other than the mortgage
loans identified on Annex A to this prospectus supplement as Peachtree Center,
Southern California Portfolio, Hidden Ridge, First Industrial 3, Townhouse
Center and First Industrial 5 provide for a prepayment lock-out period, during
which voluntary principal prepayments are prohibited, followed by generally one
or more of the following:

      o     a defeasance period, during which voluntary principal prepayments
            are still prohibited, but the related borrower may obtain a release
            of the related mortgaged property through defeasance,

      o     a defeasance period, or

      o     a prepayment consideration period, during which voluntary
            prepayments are permitted, subject to the payment of an amount equal
            to the greater of the prepayment premium specified in the related
            loan documents and the yield maintenance premium specified in the
            related loan documents.

      The following chart sets forth the number of mortgage loans that we intend
to include in the trust fund that have each of the defeasance or prepayment
provisions described above.


                                      S-100



                              DEFEASANCE/PREPAYMENT



                                                              % OF                     % OF                     % OF
                                NUMBER       AGGREGATE      INITIAL    NUMBER OF     INITIAL     NUMBER OF    INITIAL
                                  OF       CUT-OFF DATE     MORTGAGE    MORTGAGE    SUB-POOL 1    MORTGAGE    SUB-POOL
                               MORTGAGE      PRINCIPAL        POOL      LOANS IN       POOL       LOANS IN     2 POOL
                                LOANS         BALANCE       BALANCE    SUB-POOL 1    BALANCE     SUB-POOL 2   BALANCE
                               --------   ---------------   --------   ----------   ----------   ----------   --------

Lockout/Defeasance(1)(2) (3)     169      $ 5,502,973,599    83.7%        150         84.7%          19        71.3%
Lockout/Defeasance or Yield
   Maintenance (4) ........        6      $   600,850,736     9.1%          6          9.9%           0         0.0%
Lockout/Yield Maintenance(5)      21      $   297,366,528     4.5%         17          2.9%           4        25.1%
Yield Maintenance .........        5      $   174,733,000     2.7%          4          2.6%           1         3.6%

__________________

(1)   With respect to one mortgage loan (secured by the mortgaged property
      identified on Annex A to this prospectus supplement as 4411 West Olive
      Avenue), representing approximately 0.2% of the Initial Mortgage Pool
      Balance and 0.2% of the Initial Sub-pool 1 Balance, the related tenant has
      an option to purchase the mortgaged property for a purchase price of not
      less than $19,000,000. If the tenant exercises its purchase option prior
      to the defeasance period, then the borrower is required to prepay the
      mortgage loan, together with payment of an amount equal to the greater of
      (i) the yield maintenance premium and (ii) 6% of the amount prepaid. If
      the tenant exercises its purchase option during the defeasance period,
      then the borrower is required to defease the loan.

(2)   Includes 1 mortgage loan (secured by the mortgaged property identified on
      Annex A to this prospectus supplement as Peachtree Center), representing
      approximately 3.2% of the Initial Mortgage Pool Balance and 3.4% of the
      Initial Sub-pool 1 Balance, which permits the borrower to prepay the
      mortgage loan up to $75,000,000 at any time during the term of the
      mortgage loan with the payment of prepayment consideration equal to the
      greater of (x) 1% of the outstanding principal amount being prepaid and
      (y) the yield maintenance charge and to defease (in whole or in part) the
      remaining balance of the mortgage loan only after the lock-out period.

(3)   Includes 1 mortgage loan (secured by the mortgaged property identified on
      Annex A to this prospectus supplement as Fidelity Building), representing
      approximately 0.1% of the Initial Mortgage Pool Balance and 0.1% of the
      Initial Sub-pool 1 Balance, which generally provides for defeasance after
      a defeasance lockout period. However, the developer of the mortgaged
      property, St. Johns Town Center, LLC, has the right to purchase the
      mortgaged property if the borrower ceases to operate for business for more
      than 180 consecutive days. If the developer exercises this purchase option
      prior to the end of the defeasance lockout period, then the borrower has
      the right to prepay the mortgage loan with a yield maintenance charge
      equal to an amount equal to the greater of (x) the yield maintenance
      premium and (y) 1% of the outstanding principal amount being prepaid.

(4)   Includes 1 mortgage loan (secured by the mortgaged properties identified
      on Annex A to this prospectus supplement as Schron Industrial Portfolio),
      representing approximately 4.6% of the Initial Mortgage Pool Balance and
      5.0% of the Initial Sub-pool 1 Balance, which generally provides for
      defeasance only; provided, however that in connection with partial
      releases the borrower may cause the release of one or more individual
      mortgaged properties with prepayment that includes yield maintenance
      premium, as described under "Description of the Mortgage Pool--Terms and
      Conditions of the Trust Mortgage Loans--Release Provisions" in this
      prospectus supplement.

(5)   Includes one mortgage loan (secured by the mortgaged property identified
      on Annex A to this prospectus supplement as One Westchase Center),
      representing approximately 1.0% of the Initial Mortgage Pool Balance and
      1.0% of the Initial Sub-pool 1 Balance, which provides for payment of
      prepayment consideration equal to the greater of (x) 0.125% of the
      outstanding principal amount being prepaid and (y) the yield maintenance
      charge.

      All of the mortgage loans, other than the mortgage loans identified on
Annex A to this prospectus supplement as Peachtree Center, Southern California
Portfolio, Hidden Ridge, First Industrial 3, Townhouse Center and First
Industrial 5 contain provisions for a prepayment lock-out period that is
currently in effect. A lock-out period is a period during which the principal
balance of a mortgage loan may not be voluntarily prepaid in whole or in part.
With respect to the mortgage loans that are in a prepayment lock-out period--

      o     the maximum remaining prepayment lock-out period as of the cut-off
            date is 137 months;

      o     the minimum remaining prepayment lock-out period as of the cut-off
            date is 9 months; and

      o     the weighted average remaining prepayment lock-out period as of the
            cut-off date is 90 months.

      Notwithstanding otherwise applicable lock-out periods, partial prepayments
of some of the mortgage loans may occur under the circumstances described under
"--Other Prepayment Provisions" below.


                                      S-101



      The prepayment terms of each of the mortgage loans that we intend to
include in the trust are more particularly described in Annex A to this
prospectus supplement.

      Prepayment premiums and yield maintenance charges received on the mortgage
loans, whether in connection with voluntary or involuntary prepayments, will be
allocated and paid to the persons, in the amounts and in accordance with the
priorities described under "Description of the Offered
Certificates--Payments--Payments of Prepayment Premiums and Yield Maintenance
Charges" in this prospectus supplement. See "Risk Factors--Some Provisions in
the Mortgage Loans Underlying Your Offered Certificates May Be Challenged as
Being Unenforceable--Prepayment Premiums, Fees and Charges" and "Legal Aspects
of Mortgage Loans--Default Interest and Limitations on Prepayments" in the
accompanying prospectus.

      Open Prepayment Periods. All of the mortgage loans that we intend to
include in the trust (other than two mortgage loans, which provide for an open
prepayment period that begins more than six months prior to stated maturity)
provide for an open prepayment period that generally begins not more than six
months prior to stated maturity, although certain mortgage loans secured by
multiple properties may permit prepayment in part during the applicable open
period based on the allocated loan amount for such parcel and contain
restrictions on any partial prepayment (including, for example, satisfaction of
a DSCR test).

      Other Prepayment Provisions. Generally, the mortgage loans that we intend
to include in the trust provide that condemnation proceeds and insurance
proceeds may be applied to reduce the mortgage loan's principal balance, to the
extent such funds will not be used to repair the improvements on the mortgaged
property or given to the related borrower, in many or all cases without
prepayment consideration. In addition, some of the mortgage loans that we intend
to include in the trust may also in certain cases permit, in connection with the
lender's application of insurance or condemnation proceeds to a partial
prepayment of the related mortgage loan, the related borrower to prepay the
entire remaining principal balance of the mortgage loan, in many or all cases
without prepayment consideration.

      Investors should not expect any prepayment consideration to be paid in
connection with any partial or full prepayment described in the prior paragraph.

      With respect to the mortgage loans secured by the mortgaged properties
listed below (the "EARNOUT LOANS"), the amounts specified in the table below
were funded into earnout reserves, pending satisfaction of certain conditions,
including without limitation, achievement of certain debt-service coverage
ratios, loan-to-value ratios, occupancy or other tests. If these tests are met
by the borrower by a specified date, these amounts will be released to the
borrower. If these tests are not met by the specified target date, these earnout
amounts will be used by the related master servicer to prepay the related
Earnout Loan. If these earnout amounts are used to prepay the related Earnout
Loan, the related master servicer will reduce the monthly debt service payments
accordingly to account for the new outstanding Earnout Loan balance. The DSCRs
and LTVs shown in this prospectus supplement and in Annex A were calculated
based on the principal balance of the Earnout Loans net of the related earnout
amount or a portion thereof which may be applied to prepay the Earnout Loans. In
addition, the LTVs at maturity for the Earnout Loans shown in this prospectus
supplement and in the foldout pages on Annex A were calculated based on the as
stabilized appraised values and under the assumption that the performance
conditions were satisfied and the earnout amounts were released to the related
borrower. The amounts beneath the captions "Full Loan Amount LTV" and "Full Loan
Amount DSCR" are calculated based on the principal balance of those Earnout
Loans including the related earnout amount. The following table sets forth
certain information regarding the Earnout Loans for which the master servicer
will be required to use such earnout amount to prepay the related Earnout Loan.
For each of the Earnout Loans, the earliest date, if any, on which any amounts
may be so applied is set forth beneath the caption "Earliest Defeasance or
Prepay Date."



                                               % OF      % OF      FULL              FULL   NET OF    EARLIEST            IF PREPAY,
                                             INITIAL    INITIAL    LOAN    NET OF    LOAN   EARNOUT  DEFEASANCE             YIELD
                   EARNOUT       EARNOUT     MORTGAGE  SUB-POOL   AMOUNT   EARNOUT  AMOUNT    NCF    OR PREPAY   DEFEASE    MAINT.
PROPERTY NAMES      AMOUNT       RESERVE       POOL    1 BALANCE    LTV      LTV     DSCR    DSCR       DATE     /PREPAY  APPLICABLE
- ---------------  ------------  ------------  --------  ---------  -------  -------  ------  -------  ----------  -------  ----------

The District II  $ 16,750,000  $ 17,973,000    0.7%      0.7%     86.40%   54.40%   0.76x    1.20x   11/6/2008    Prepay     Yes
Tuileries Plaza
 Phase I         $  1,050,000  $  1,155,000    0.2%      0.2%     80.50%   74.60%   1.14x    1.24x    7/1/2008    Prepay     Yes


      With respect to certain mortgage loans (other than the Earnout Loans),
certain amounts were escrowed or a letter of credit was established at closing.
Such amounts placed in escrow or letter of credit may be released to the related
borrower upon the satisfaction of certain conditions specified in the related
mortgage loan documents. In the


                                      S-102



event such conditions are not satisfied, the related loan documents provide that
the lender may hold the escrowed funds or the letter of credit as additional
collateral for the related mortgage loan or, after expiration of the related
defeasance lockout period, use such amounts or letter credit to partially
defease the related mortgage loan. In addition, with respect to certain other
mortgage loans with a performance related escrow or reserve, in the event such
performance condition is not satisfied, the related loan documents may provide
the master servicer with the option to hold such escrow amounts or the letter of
credit as additional collateral or use such amounts or letter of credit to
partially prepay the mortgage loan. The master servicer may determine, based on
the servicing standard, that such amounts should be used to reduce the principal
balance of the related mortgage loan. Unless otherwise indicated in this
prospectus supplement or Annex A to this prospectus supplement, all calculations
with respect to the mortgage loans with reserves that are not Earnout Loans
treat any reserves as fully disbursed.

      Release Provisions. Twenty-one multi-property mortgage loans, representing
approximately 24.5% of the Initial Mortgage Pool Balance of which 16 mortgage
loans are in Sub-pool 1, representing 23.4% of the Initial Sub-pool 1 Balance
and the remaining 5 mortgage loans are in Sub-pool 2 representing 37.2% of the
Initial Sub-pool 2, permit the borrower to obtain a release of one or more of
its properties from the lien of the mortgage in connection with a partial
defeasance following the expiration of the Defeasance Lock-Out Period, subject
to the satisfaction of certain conditions, including: (i) the deposit of
Government Securities in an amount generally equal to at least 125% of the
allocated loan amount of the property or properties to be released (exceptions
are listed below), (ii) in some cases, satisfaction of certain debt-service
coverage ratio tests and (iii) no event of default. In some cases, the loan
documents require that the Government Securities be in an amount equal to the
greater of (i) the sale or refinancing proceeds and (ii) the specified
percentage of the allocated loan amount for such mortgaged property. The
following multi-property mortgage loans permit partial defeasance or partial
prepayment with a release price in an amount less than 125% of the allocated
loan amount for the mortgaged property to be released:

      o     With respect to the mortgage loan secured by a portfolio of 36
            mortgaged properties, identified on Annex A to this prospectus
            supplement as Schron Industrial Portfolio, representing 4.6% of the
            Initial Mortgage Pool Balance and 5.0% of the Initial Sub-pool 1
            Balance, the loan documents permit the release of one or more
            individual mortgaged properties from the lien of the mortgage,
            subject to the satisfaction of certain conditions, including among
            others: (i) the aggregate amount of substituted and released
            properties does not exceed $50,000,000, (ii) prepayment in an amount
            equal to a yield maintenance premium and the greater of (x) 90% of
            the gross purchase price paid by a third-party purchaser of the
            applicable property and (y) 125% of the mortgage loan amount
            allocated to the applicable mortgaged property, and (iii) except
            with respect to the release of 95 Seaview Boulevard and 95
            Horseblock Road occurring prior to December 28, 2011, (a) the debt
            service coverage ratio for the 12 months ending on the most recently
            ended fiscal quarter (calculated to give effect to the release) must
            be equal to or greater than the debt service coverage ratio
            immediately prior to the release, (b) the ratio of the outstanding
            principal balance of the mortgage loan to the aggregate value of the
            remaining mortgaged properties may not increase and (c) rating
            agency confirmation that the release would not result in a
            downgrade, withdrawal or qualification of the then current ratings
            of any class of series 2007-GG9 certificates.

      o     With respect to the mortgage loan secured by the mortgaged
            properties, identified on Annex A to this prospectus supplement as
            TIAA RexCorp Long Island Portfolio, representing approximately 3.6%
            of the Initial Mortgage Pool Balance and 3.9% of the Initial
            Sub-pool 1 Balance, the related loan documents permit the release of
            any one or more of the related mortgaged properties, subject to the
            satisfaction of certain conditions, including among others that (i)
            the borrower delivers to the lender defeasance collateral in an
            amount equal to (a) 105% of the allocated loan amount for the
            property being released, if the allocated loan amount for the
            property being released (when combined with the allocated loan
            amounts of any prior properties released) is less than or equal to
            $94,360,000 or (b) 115% of the allocated loan amount for the
            property being released, if the property being released (when
            combined with the allocated loan amounts of any prior properties
            released) is greater than $94,360,000, (ii) after giving effect to
            such release and defeasance, the DSCR (calculated using actual cash
            flow and the actual debt service constant) for all of the remaining
            mortgaged properties is no less than 1.20x and (iii) if the date of
            the proposed release occurs on or after February 6, 2015, after
            giving effect to such release and partial defeasance, the aggregate
            LTV for all of the then remaining properties is not greater than
            61.8%. If the date of a proposed release occurs on or after February
            6, 2014, such release will only be permitted in connection with a
            sale of such mortgaged properties which is pursuant to an arms'
            length agreement with a third party not affiliated with


                                      S-103



            any borrower and in which no borrower and no affiliate of any
            borrower has any controlling interest or any beneficial or economic
            interest in excess of 25% of the entire beneficial and economic
            interests in such third-party.

      o     With respect to the mortgage loan secured by the mortgaged
            properties, identified on Annex A to this prospectus supplement as
            Peachtree Center, representing approximately 3.2% of the Initial
            Mortgage Pool Balance and 3.4% of the Initial Sub-pool 1 Balance,
            the loan documents permit the related borrowers to obtain a release
            of any mortgaged property from the lien of the mortgage and obtain
            the release of the related borrower owning such mortgaged property
            from liability under the loan documents, subject to satisfaction of
            certain conditions, including among others: (i) either (or a
            combination of) prepayment with payment of prepayment consideration
            specified in the loan documents (provided that not more than
            $75,000,000 of the mortgage loan may be prepaid rather than
            defeased) and/or partial defeasance of the mortgage loan in an
            amount equal to the greater of (a) between 105% and 120% of the
            allocated loan amount for the mortgaged property being released
            (with the applicable percentage described in this clause (a) (the
            "PEACHTREE ALA PERCENTAGE") determined as described below), or (b)
            between 80% and 100% (with the applicable percentage described in
            this clause (b) (the "PEACHTREE PROCEEDS PERCENTAGE") determined as
            described below) of either the net sales proceeds (after costs and
            expenses of sale) from the third party sale of the mortgaged
            property or, if the mortgaged property is not sold in a third party
            sale, the fair market value of the mortgaged property as determined
            by appraisal; (ii) achievement of a debt service coverage ratio with
            respect to the mortgaged properties remaining immediately after such
            release (calculated on the basis of a debt service constant of
            7.22858% applied to the undefeased loan balance) not less than the
            greater of (x) the debt service coverage ratio with respect to the
            mortgaged properties immediately prior to such release and (y)
            between 1.00x and 1.20x (with the applicable debt service coverage
            ratio described in this clause (y) (the "PEACHTREE DSCR RATIO")
            determined as described below); and (iii) satisfaction, based upon
            then current appraised market values, of a loan to value ratio for
            the remaining mortgaged properties of not greater than the lesser of
            (xx) the loan to value ratio with respect to the mortgaged
            properties immediately prior to such release and (yy) between 75%
            and 80% (with the applicable loan to value ratio described in this
            clause (yy) (the "PEACHTREE LTV RATIO") determined as described
            below). The Peachtree ALA Percentage is determined pursuant to the
            loan documents and is either (a) 120% if the mortgaged property to
            be released is not being sold in a third party sale if and to the
            extent the total partial release prepayments and/or partial
            defeasance amounts in connection with the release of mortgaged
            properties not sold in third party sales exceeds $25,000,000 during
            the term of the loan, or otherwise (b) 105% for the portion of the
            prepayments and/or partial defeasances that aggregate up to the
            first $20,760,000 of the prepaid and/or partially defeased loan,
            110% for the next portion of the prepayments and/or partial
            defeasances until the total prepayments and/or partial defeasances
            aggregate $51,900,000, and 115% thereafter. The Peachtree Proceeds
            Percentage is determined pursuant to the loan documents and is
            either (x) 100% if the mortgaged property to be released is not
            being sold in a third party sale, or otherwise (y) 90% for the
            portion of the prepayments and/or partial defeasances that aggregate
            up to the first $20,760,000 of the prepaid and/or partially defeased
            loan, and 80% thereafter. The Peachtree DSCR Ratio is determined
            pursuant to the loan documents and is 1.00x for the portion of the
            prepayments and/or partial defeasances that aggregate up to the
            first $20,760,000 of the prepaid and/or partially defeased loan,
            1.10x for the next portion of the prepayments and/or partial
            defeasances until the total prepayments and/or partial defeasances
            aggregate $51,900,000, and 1.20x thereafter. The Peachtree LTV Ratio
            is determined pursuant to the loan documents and is 80% for the
            portion of the prepayments and/or partial defeasances that aggregate
            up to the first $20,760,000 of the prepaid and/or partially defeased
            loan, and 75% thereafter.

      o     With respect to the mortgage loan secured by a portfolio of 14
            mortgaged properties, identified on Annex A to this prospectus
            supplement as COPT Office Portfolio, representing 2.2% of the
            Initial Mortgage Pool Balance and 2.4% of the Initial Sub-pool 1
            Balance, the loan documents permit the defeasance and release of one
            or more mortgaged properties from the lien of the mortgage, subject
            to the satisfaction of certain conditions, including among others:
            (i) defeasance in an amount equal to 110% of the mortgage loan
            amount allocated to the applicable mortgaged property and (ii) after
            giving effect to the release, the debt service coverage ratio for
            the remaining mortgaged properties shall be equal to or greater than
            the greater of (a) the debt service coverage ratio immediately
            preceding the release and (b) 1.20x.


                                      S-104



      o     With respect to the mortgage loan secured by the mortgage properties
            identified on Annex A to this prospectus supplement as Southern
            California Portfolio, representing approximately 2.0% of the Initial
            Mortgage Pool Balance and 2.2% of the Initial Sub-pool 1 Balance,
            the loan documents permit the related borrowers to obtain a release
            of one or more mortgaged properties from the lien of the mortgage,
            subject to satisfaction of certain conditions, including among
            others that (i) the related borrower prepays the principal of the
            mortgage loan in an amount equal to at least (a) the product of 100%
            and the loan amount allocated to such mortgaged property pursuant to
            the loan documents (until such time as the outstanding principal
            under the mortgage loan is less than 80% of the original principal
            under the mortgage loan), (b) thereafter, the product of 110% and
            the loan amount allocated to such mortgaged property pursuant to the
            loan documents, until such time as the outstanding principal under
            the mortgage loan is less than 70% of the original principal under
            the mortgage loan, (c) thereafter, the product of 115% and the loan
            amount allocated to such mortgaged property pursuant to the loan
            documents, until such time as the outstanding principal under the
            mortgage loan is less than 60% of the original principal under the
            mortgage loan, and (d) thereafter, the product of 120% and the loan
            amount allocated to such mortgaged property pursuant to the loan
            documents (and in the event that the release of a mortgaged property
            would result in a repayment of principal under the mortgage loan
            that straddles two or more of the above four categories, then the
            above percentages will increase incrementally as each such category
            is attained), together with all accrued and unpaid interest on the
            principal under the mortgage loan being prepaid, and the yield
            maintenance premium on the principal under the mortgage loan being
            prepaid, and (ii) after giving effect to such release and such
            prepayment, the ratio of (x) the net operating income of the
            mortgaged properties for the twelve (12) month period ending with
            the most recently completed calendar month (calculated by
            annualizing, in a customary and reasonable manner, net operating
            income for the then most recent full calendar month) to (y) the debt
            service with respect to such period (the "SOUTHERN CALIFORNIA DSCR")
            for all of the remaining mortgaged properties is not less than (a)
            1.035x, if after giving effect to such prepayment of the principal
            under the mortgage loan, the outstanding principal under the
            mortgage loan exceeds $120,000,000, and (b), in all other cases, the
            greater of (x) 90% of the Southern California DSCR immediately
            preceding such release and prepayment and (y) 1.3x.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Lake Marriott
            and Orchard Parkway, representing approximately 1.6% of the Initial
            Mortgage Pool Balance and 1.8% of the Initial Sub-pool 1 Balance,
            the loan documents permit the partial defeasance and release of one
            or more mortgaged properties upon satisfaction of certain conditions
            set forth in the related loan documents, including that (i) the
            related borrower delivers to the lender an amount equal to the
            greater of (x) 70% of the net sales proceeds and (y) 120% of the
            allocated loan amount for the mortgaged property; (ii) the loan to
            value ratio of the remaining mortgaged properties does not exceed
            70%; and (iii) the underwritten debt service coverage ratio of the
            remaining mortgaged properties is not lower than the underwritten
            debt service coverage ratio of the mortgaged properties prior to the
            release.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Hawaiian
            Retail Portfolio, representing approximately 1.0% of the Initial
            Mortgage Pool Balance and 1.0% of the Initial Sub-pool 1 Balance,
            the loan documents permit the partial defeasance and release of one
            or more mortgaged properties upon satisfaction of certain conditions
            set forth in the related loan documents, including that: (i) the
            related borrower partially defeases the mortgage loan in an amount
            equal to the greater of (x) 100% of the net sales proceeds with
            respect to such mortgaged property and (y) 120% of the mortgage loan
            amount allocated to the applicable mortgaged property; (ii) no event
            of default then exists; and (iii) after giving effect to such
            release and defeasance, the debt service coverage ratio (calculated
            using annualized actual 6-month cash flow and the actual debt
            service constant) for the remaining mortgaged properties is not less
            than the greater of (x) the debt service coverage ratio immediately
            preceding the release and (y) 1.20x.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Public Ledger
            Building, representing approximately 0.6% of the Initial Mortgage
            Pool Balance and 0.7% of the Initial Sub-pool 1 Balance, following
            the conversion of the mortgaged property to a condominium regime and
            the conversion of which floors two through five in the mortgage
            property to luxury residential apartments, the loan documents permit
            the partial defeasance and release of one or more of such floors two
            through five upon the sale of such floor and the satisfaction of
            certain


                                      S-105



            conditions set forth in the related loan documents, including (i)
            that the related borrower delivers to the lender an amount equal to
            the greatest of (x) 90% of the net sales proceeds, (y) 90% of
            appraised fair market value and (z) 120% of the allocated loan
            amount for such floor; (ii) after giving effect to such release and
            defeasance, the debt service coverage ratio for the remaining
            property is not less than the greater of (x) 1.35x and (y) the debt
            service coverage ratio immediately preceding such release; and (iii)
            after giving effect to such release and defeasance, the ratio of the
            outstanding principal balance to the appraised "as is" fair market
            value of the remaining property is not more than 80%.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Buckingham
            Portfolio, representing approximately 1.0% of the Initial Mortgage
            Pool Balance and 12.8% of the Initial Sub-pool 2 Balance, the
            related borrower may obtain a release of one or more mortgaged
            properties in connection with a sale of the mortgaged property,
            subject to the satisfaction of certain conditions set forth in the
            related loan documents, including among others: (i) prepayment in an
            amount equal to 110% of the mortgage loan amount allocated to the
            applicable mortgaged property; (ii) payment of the yield maintenance
            premium; (iii) no event of default then exists; and (iv) after
            giving effect to the release and prepayment, the debt service
            coverage ratio (calculated using annualized actual 3-month cash flow
            and the actual debt service constant) for the remaining mortgaged
            properties is not less than the greater of (x) the debt service
            coverage ratio immediately preceding the release and (y) 1.18x,
            which was the debt service coverage ratio at the closing of the
            mortgage loan.

      o     With respect to the mortgage loan secured by a portfolio of 6
            mortgaged properties, identified on Annex A to this prospectus
            supplement as Life Time Fitness Portfolio representing approximately
            1.6% of the Initial Mortgage Pool Balance and 1.7% of the Initial
            Sub-pool 1 Balance, the loan documents permit the defeasance and
            release of up to two individual mortgaged properties from the lien
            of the mortgage, subject to the satisfaction of certain conditions,
            including among others: (i) defeasance in an amount equal to 120% of
            the mortgage loan amount allocated to the applicable mortgaged
            property together with the applicable yield maintenance premium on
            that amount, (ii) the debt service coverage ratio for the most
            recently ended fiscal quarter excluding the released property shall
            be equal to or greater than the debt service coverage ratio for the
            most recently ended fiscal quarter including the released property
            and (iii) rating agency confirmation that the release would not
            result in a downgrade, withdrawal or qualification of the then
            current ratings of any class of series 2007-GG9 certificates.

      o     With respect to the mortgage loan secured by a portfolio of 4
            mortgaged properties, identified on Annex A to this prospectus
            supplement as Car Dealership Portfolio, representing approximately
            0.8% of the Initial Mortgage Pool Balance and 0.8% of the Initial
            Sub-pool 1 Balance, the loan documents permit the defeasance and
            release of one or more individual mortgaged properties from the lien
            of the mortgage, subject to the satisfaction of certain conditions,
            including among others: (i) defeasance in an amount equal to 125% of
            the mortgage loan amount allocated to the applicable mortgaged
            property, (ii) the debt service coverage ratio for the 12 month
            period ending on the most recently ended fiscal quarter (calculated
            to give effect to the release) shall be equal to or greater than the
            greater of (a) the debt service coverage ratio at origination and
            (b) the debt service coverage ratio immediately prior to the release
            and rating agency confirmation that the release would not result in
            a downgrade, withdrawal or qualification of the then current ratings
            of any class of series 2007-GG9 certificates.

      o     With respect to the mortgage loan secured by a portfolio of 12
            mortgaged properties, identified on Annex A to this prospectus
            supplement as Apollo Portfolio 1, representing 0.7% of the Initial
            Mortgage Pool Balance and 8.8% of the Initial Sub-pool 2 Balance,
            the loan documents permit the defeasance and release of one or more
            individual mortgaged properties from the lien of the mortgage,
            subject to the satisfaction of certain conditions, including among
            others: (i) defeasance in an amount equal to (a) a principal sum
            ranging from $2,600,000 to $6,937,500, depending on the particular
            mortgaged property and (b) a take out premium ranging from 5% to 20%
            of the principal sum, depending on the ratio of total released
            mortgaged properties to the original principal balance of the
            mortgage loan, (ii) payment of a yield maintenance premium and (iii)
            rating agency confirmation that the release would not result in a
            re-qualification, reduction or withdrawal of the then current
            ratings of any class of series 2007-GG9 certificates.


                                      S-106



      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Public Ledger
            Building, representing approximately 0.6% of the Initial Mortgage
            Pool Balance and 0.7% of the Initial Sub-pool 1 Balance, the loan
            documents permit the partial defeasance and release of one or more
            mortgaged properties upon satisfaction of certain conditions set
            forth in the related loan documents, including that the related
            borrower delivers to the lender an amount equal to the greater of
            (x) 90% of the net sales proceeds and (y) 120% of the allocated loan
            amount for the mortgaged property.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Drye
            Portfolio - Concord 6, representing approximately 0.5% of the
            Initial Mortgage Pool Balance and 7.3% of the Initial Sub-pool 2
            Balance, the loan documents permit the partial defeasance and
            release of one or more mortgaged properties upon satisfaction of
            certain conditions set forth in the related loan documents,
            including among others that (a) the debt service coverage ratio for
            the remaining properties is equal or greater than the greater of (x)
            1.15x and (y) the debt service coverage ratio for the properties
            immediately prior to the partial release, and (b) the related
            borrower partially defeases the mortgage loan in an amount equal to
            the greater of (x) 50% of the net sales proceeds and (y) 110% of the
            allocated loan amount for the related mortgaged property, provided,
            however, that the related borrower may obtain a partial release for
            one individual property in connection with a partial defeasance in
            an amount equal to 100% of the allocated loan amount.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Drye
            Portfolio - Concord 5, representing approximately 0.5% of the
            Initial Mortgage Pool Balance and 7.3% of the Initial Sub-pool 2
            Balance, the loan documents permit the partial defeasance and
            release of one or more mortgaged properties upon satisfaction of
            certain conditions set forth in the related loan documents,
            including among others that (a) the debt service coverage ratio for
            the remaining properties is equal or greater than the greater of (x)
            1.15x and (y) the debt service coverage ratio for the properties
            immediately prior to the partial release, and (b) the related
            borrower partially defeases the mortgage loan in an amount equal to
            the greater of (x) 50% of the net sales proceeds and (y) 110% of the
            allocated loan amount for the related mortgaged property, provided,
            however, that the related borrower may obtain a partial release for
            one individual property in connection with a partial defeasance in
            an amount equal to 100% of the allocated loan amount.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Wisconsin
            Hotel Portfolio, representing approximately 0.4% of the Initial
            Mortgage Pool Balance and 0.5% of the Initial Sub-pool 1 Balance,
            the loan documents permit the partial defeasance and release of the
            related mortgaged property identified on Annex A to this prospectus
            supplement as the Holiday Inn Neenah Riverwalk upon satisfaction of
            certain conditions set forth in the related loan documents,
            including among others that (i) the related borrower partially
            defeases the loan in an amount equal to the greater of (x) 75% of
            the net sales proceeds and (y) 115% of the allocated loan amount for
            the mortgaged property and (ii) the debt service coverage ratio with
            respect to the remaining mortgaged properties is not less than the
            greatest of (x) 1.30x, (y) the debt service coverage ratio for the
            mortgaged properties immediately prior to the partial release and
            (z) the debt service coverage ratio for the mortgaged properties on
            the closing date of the mortgage loan.

      o     With respect to the mortgage loan secured by a portfolio of 3
            mortgaged properties, identified on Annex A to this prospectus
            supplement as Rubicon Industrial Portfolio, representing 0.4% of the
            Initial Mortgage Pool Balance and 0.4% of the Initial Sub-pool 1
            Balance, the loan documents permit the release of one or more
            mortgaged properties from the lien of the mortgage, subject to the
            satisfaction of certain conditions, including among others: (i) a
            principal payment in an amount equal to 120% of the mortgage loan
            amount allocated to the applicable Mortgaged Property, (ii) payment
            of the principal of the mezzanine debt in an amount equal to (a)
            $1,748,250 with respect to the 1491 Mount Zion Road and 4718-4722
            Helgesen Drive mortgaged properties or (b) $2,978,500 with respect
            to the 340 Emig Road mortgaged property, (iii) after giving effect
            to the release, the debt service coverage ratio for the remaining
            mortgaged properties shall be equal to or greater than (a) 1.30x and
            (b) 1.00x utilizing a mortgage constant equal to 9.5% and (iv) the
            1491 Mount Zion Road mortgaged property is not permitted to be the
            only remaining mortgaged property.


                                      S-107



      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as First
            Industrial 5 representing approximately 0.3% of the Initial Mortgage
            Pool Balance and 0.3% of the Initial Sub-pool 1 Balance, the loan
            documents permit the partial release of one or more mortgaged
            properties upon satisfaction of certain conditions set forth in the
            related loan documents, including among others, that the borrower
            delivers to the lender the sum of (i) a prepayment of principal in
            an amount equal to the greatest of (x) 115% of the allocated loan
            amount for the mortgaged property, (y) an amount that will not cause
            the debt service coverage ratio after the release to be less than
            the greater of the debt service coverage ratio as of the closing
            date of the mortgage loan and the debt service coverage ratio
            immediately prior to the release, and (z) an amount that will not
            cause the loan to value ratio after the release to be more than the
            lesser of the loan to value ratio as of the closing date of the
            mortgage loan and the loan to value ratio immediately prior to the
            release, and (ii) prepayment consideration in accordance with the
            loan documents.

      o     With respect to the mortgage loan secured by a portfolio of 7
            mortgaged properties, identified on Annex A to this prospectus
            supplement as HJA Industrial Portfolio, representing 0.3% of the
            Initial Mortgage Pool Balance and 0.3% of the Initial Sub-pool 1
            Balance, the loan documents permit the defeasance and release of one
            or more mortgaged properties from the lien of the mortgage, subject
            to the satisfaction of certain conditions, including among others:
            (i) defeasance in an amount ranging between 121% to 125% of the
            mortgage loan amount allocated to the applicable mortgaged property,
            (ii) after giving effect to the release, the debt service coverage
            ratio for the remaining mortgaged properties shall be equal to or
            greater than 0.88x and (iii) after giving effect to the release, the
            loan-to-value ratio for the remaining mortgaged properties shall be
            equal to or less than 80%.

      o     With respect to the mortgage loan identified on Annex A to this
            prospectus supplement as Charlotte Park, representing 0.2% of the
            Initial Mortgage Pool Balance and 0.2% of the Initial Sub-pool 1
            Balance, the loan documents permit the defeasance and release of one
            or more mortgaged properties from the lien of the mortgage, subject
            to the satisfaction of certain conditions, including among others:
            (i) defeasance in an amount equal to (a) $5,185,000 with respect to
            4501 Charlotte Park Drive, (b) $5,855,000 with respect to 4601
            Charlotte Park Drive and (c) $6,460,000 with respect to 4651
            Charlotte Park Drive and (ii) after giving effect to the release,
            the debt service coverage ratio for the remaining mortgaged
            properties shall be equal to or greater than 1.15x.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as First
            Industrial 3 representing approximately 0.2% of the Initial Mortgage
            Pool Balance and 0.2% of the Initial Sub-pool 1 Balance, the loan
            documents permit the partial release of one or more mortgaged
            properties upon satisfaction of certain conditions set forth in the
            related loan documents, including among others, that the borrower
            delivers to the lender the sum of (i) a prepayment of principal in
            an amount equal to the greatest of (x) 115% of the allocated loan
            amount for the mortgaged property, (y) an amount that will not cause
            the debt service coverage ratio after the release to be less than
            the greater of the debt service coverage ratio as of the closing
            date of the mortgage loan and the debt service coverage ratio
            immediately prior to the release, and (z) an amount that will not
            cause the loan to value ratio after the release to be more than the
            lesser of the loan to value ratio as of the closing date of the
            mortgage loan and the loan to value ratio immediately prior to the
            release, and (ii) prepayment consideration in accordance with the
            loan documents.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as StorQuest
            Self Storage Colorado, representing approximately 0.1% of the
            Initial Mortgage Pool Balance and 0.1% of the Initial Sub-pool 1
            Balance, the loan documents permit the partial defeasance and
            release of one or more mortgaged properties upon satisfaction of
            certain conditions set forth in the related loan documents,
            including among others, that the related borrower delivers to the
            lender an amount equal to the greater of (x) 100% of the net sales
            proceeds and (y) 115% of the allocated loan amount for the mortgaged
            property.

      o     With respect to the mortgage loan secured by a portfolio of 2
            mortgaged properties, identified on Annex A to this prospectus
            supplement as Kentucky Retail Portfolio, representing approximately
            0.1% of the Initial Mortgage Pool Balance and 0.1% of the Initial
            Sub-pool 1 Balance, the loan documents permit the


                                      S-108



            defeasance and release of an individual mortgaged property from the
            lien of the mortgage, subject to the satisfaction of certain
            conditions, including among others: (i) payment of an amount equal
            to (a) $2,160,000 (120% of the related allocated loan amount) with
            respect to the Greenway Mare Manor mortgaged property and (b)
            $4,290,000 (120% of the related allocated loan amount) with respect
            to the Walgreens mortgaged property, together with interest accrued
            and unpaid on the mortgage loan amount allocated to the applicable
            mortgaged property and a partial yield maintenance premium, (ii)
            after giving effect to the release, the debt service coverage ratio
            shall be equal to or greater than 1.40x and (iii) rating agency
            confirmation that the release would not result in a
            re-qualification, reduction or withdrawal of the then current
            ratings of any class of series 2007-GG9 certificates.

      o     With respect to the mortgage loans secured by the mortgaged
            properties identified on Annex A to this prospectus supplement as
            7410 Woodman & 20615 Vanowen that are crossed collateralized with
            each other, representing approximately 0.1% of the Initial Mortgage
            Pool Balance and 0.9% of the Initial Sub-pool 2 Balance, the loan
            documents permit the partial defeasance and release of one or more
            mortgaged properties upon satisfaction of certain conditions set
            forth in the related loan documents, including among others, that
            (a) the related borrower delivers to the lender an amount equal to
            115% of the allocated loan amount for the applicable mortgaged
            property and (b) the combined debt service coverage ratio is not
            less than the greater of (x) 1.10x and (y) the combined debt service
            coverage ratio as determined by the lender based on the aggregate of
            the payments of principal and interest of the mortgage loan and the
            crossed mortgage loan, and the aggregate of the net operating income
            of the related mortgaged property and the related crossed mortgaged
            property, immediately prior to defeasance.

      In addition to the partial defeasance and partial prepayment releases
permitted with respect to multi-property mortgage loans described above, the
following mortgage loans contain provisions permitting a portion of the
mortgaged property to be released from the lien of the related mortgage:

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Public Ledger
            Building, representing approximately 0.6% of the Initial Mortgage
            Pool Balance and 0.7% of the Initial Sub-pool 1 Balance, the
            borrower has the right, subject to compliance with certain terms and
            conditions set forth in the applicable loan documents, to convert
            the mortgaged property into a condominium form of ownership pursuant
            to which floors 2 through 5 in the property would be designated for
            development as luxury residential apartments and the balance of the
            property would be a commercial condominium. Following such
            conversion, the borrower under the mortgage loan will the right to
            obtain the release of one or more of such floors 2 through 5 from
            the lien of the Public Ledger loan documents upon its payment of a
            release price for each such floor calculated as set forth in the
            applicable loan documents. See also "--Risks Related to
            Construction, Redevelopment and Renovation at the Mortgaged
            Properties" above.

      o     With respect to the mortgage loan identified on Annex A to this
            prospectus supplement as Renaissance Atlanta Waverly Hotel,
            representing approximately 1.5% of the Initial Mortgage Pool Balance
            and 1.6% of the Initial Sub-pool 1 Balance, the loan documents
            permit the defeasance and release of a parcel of the mortgaged
            property used for parking from the lien of the mortgage in
            connection with the expansion or other development of the mortgaged
            property, subject to the satisfaction of certain conditions,
            including among others: (i) defeasance in an amount equal to (a) if
            the release is in connection with a sale to an unaffiliated third
            party in an arm's length transaction, the proceeds of the sale less
            the borrower's reasonable and customary expenses, unless the amount
            of net proceeds is less than $4,100,000, in which case it will be
            the greater of (x) the appraised value of the release parcel at the
            parcel's highest and best use, but no more than $4,100,000 or (y)
            the net proceeds of the sale of the released property or (b) in any
            other case, $4,100,000, (ii) the release does not result in a
            decrease in the debt service coverage ratio or an increase in the
            loan-to-value ratio, (iv) restrictions on use including gas station,
            dry cleaning, government-related and any use that is reasonably
            likely to have a material adverse effect on the value or operation
            of the mortgaged property, and (v) if the improvements on the
            release parcel will physically connect to or otherwise affect the
            structural integrity of the mortgaged property, then commencement of
            construction is conditioned on lender's receipt of a reasonably
            satisfactory completion guaranty from the sponsor or another
            guarantor.


                                      S-109



      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Abercorn
            Common, representing approximately 0.5% of the Initial Mortgage Pool
            Balance and 0.5% of the Initial Sub-pool 1 Balance, the related
            borrowers may seek a partial release of an approximate 3.33 acre
            tract of land behind the developed portion of the related mortgaged
            property, provided that certain conditions specified in the related
            loan documents are satisfied, among the following: (i) ensuring the
            release lot and the balance of the related mortgaged property comply
            with all zoning laws and will be assessed as separate tax parcels,
            (ii) obtaining endorsements to the related lender's title policy and
            (iii) rating agency confirmation that the release would not result
            in a re-qualification, reduction or withdrawal of the then current
            ratings of any class of series 2007-GG9 certificates.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Enterprise
            Mill, representing approximately 0.2% of the Initial Mortgage Pool
            Balance and 0.2% of the Initial Sub-pool 1 Balance, the related
            borrower may seek a release of approximately 1.49 acres of the
            mortgaged property from the lien of the mortgage upon the
            satisfaction of certain conditions specified in the related mortgage
            loan documents, including among others: (i) ensuring the release lot
            and the balance of the mortgaged property comply with all zoning
            laws and both the release lot and the balance of the mortgaged
            property will each be assessed as a separate tax parcel; (ii)
            endorsements to the related lender's title policy and (iii) rating
            agency confirmation that the release would not result in a
            re-qualification, reduction or withdrawal of the then current
            ratings of any class of series 2007-GG9 certificates.

      o     With respect to the mortgage loan identified on Annex A to this
            prospectus supplement as University Business Park, representing
            approximately 0.1% of the Initial Mortgage Pool Balance and 0.1% of
            the Initial Sub-pool 1 Balance, the loan documents permit the
            defeasance and release of up to two of four specified parcels from
            the lien of the mortgage, subject to the satisfaction of certain
            conditions, including among others: (i) payment of a defeasance
            deposit ranging from $1,025,100 to $4,801,140, depending on the
            particular parcel and the debt service coverage ratio and the
            loan-to-value ratio for the remaining portion of the Mortgaged
            Property, (ii) after giving effect to the release, the debt service
            coverage ratio for the remaining portion of the mortgaged property
            shall be equal to or greater than (a) 1.20x and (b) 0.90x utilizing
            a mortgage constant equal to 9.5%, (iii) after giving effect to the
            release, the loan-to-value ratio for the remaining portion of the
            mortgaged property shall be equal to or less than 80% and (iv)
            rating agency confirmation that the release would not result in a
            re-qualification, reduction or withdrawal of the then current
            ratings of any class of series 2007-GG9 certificates.

      o     With respect to the mortgage loan identified on Annex A to this
            prospectus supplement as Rogers Ranch, representing 0.1% of the
            Initial Mortgage Pool Balance and 0.1% of the Initial Sub-pool 1
            Balance, the loan documents permit the release of one or both of Lot
            1 and Lot 6 of the mortgaged property, subject to the satisfaction
            of certain conditions, including, among others, the payment of an
            amount equal to $639,107 for Lot 1 and $673,096 for Lot 6 as well as
            a yield maintenance premium.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Townhouse
            Center, representing approximately 0.1% of the Initial Mortgage Pool
            Balance and 0.1% of the Initial Sub-pool 1 Balance, the loan
            documents permit the related borrower to obtain a release of a
            portion of the mortgaged property from the lien of the mortgage,
            subject to the satisfaction of certain conditions set forth in the
            related loan documents, including among others that (i) the borrower
            partially defeases the mortgage loan in an amount equal to the
            greater of (x) $761,875 and (y) 100% of the net sales proceeds from
            the sale of such portion of the mortgaged property; (ii) after
            giving effect to such release, the underwritten debt service
            coverage ratio for the remaining portion of the mortgaged property
            is not less than the greater of (x) the underwritten debt service
            coverage ratio immediately preceding such release and (y) 1.15x (the
            underwritten debt service coverage ratio as of the closing date of
            the mortgage loan); and (iii) after giving effect to the partial
            release, the loan to value ratio with respect to the remaining
            portion of the mortgaged property is not more than 75%.

      In addition, certain mortgage loans provide for the release or
substitution of undeveloped land or other portions of the related mortgaged
property that were given no value or minimal value in the underwriting process.


                                      S-110



      Substitution. The mortgage loans identified below, representing
approximately 12.0% of the Initial Mortgage Pool Balance and 13.0% of the
Initial Sub-pool 1 Balance, permit the related borrower to replace one or more
of the related mortgaged properties with a substitute property:

      o     With respect to the mortgage loan secured by a portfolio of 6
            mortgaged properties, identified on Annex A to this prospectus
            supplement as Life Time Fitness Portfolio representing 1.6% of the
            Initial Mortgage Pool Balance and 1.7% of the Initial Sub-pool 1
            Balance, the loan documents permit the release of up to two
            individual mortgaged properties by simultaneously substituting one
            or more other properties for each released property, subject to the
            satisfaction of certain conditions, including among others: (i)
            substitutions, when aggregated with all permitted releases under the
            loan documents (a) may not exceed 20% of the mortgage loan without
            written rating agency confirmation that the release would not result
            in a downgrade, withdrawal or qualification of the then current
            ratings of any class of series 2007-GG9 certificates and (b) may not
            exceed 50% of the mortgage loan under any circumstances, (ii)
            substitution property is required to be leased to LTF Club
            Operations, Inc., which must be in occupancy, open for business and
            have commenced payment of rent, (iii) the market value of the
            substitute property at the time of substitution must equal or exceed
            the market value at origination of the mortgaged property it
            replaces, (iv) after giving effect to the substitution, the debt
            service coverage ratio for the remaining mortgaged properties for
            the 12-month period ending on the last day of the most recently
            ended fiscal quarter must be equal to or greater than the debt
            service coverage ratio immediately prior to the substitution, (v)
            after giving effect to the substitution, each of the aggregate
            revenue of the remaining mortgaged properties (calculated on a
            trailing 12-month basis), the earnings before taxes, depreciation,
            amortization and rent (calculated on a trailing 12-month basis) of
            LTF Club Operations, Inc. attributable to the remaining mortgaged
            properties and the number of memberships at the remaining mortgaged
            properties is equal to or greater than the applicable criteria
            immediately prior to the substitution and (vi) after giving effect
            to the substitution, the number of individual mortgaged properties
            is not less than 75% of the individual mortgaged properties prior to
            the substitution.

      o     With respect to the mortgage loan secured by a portfolio of 36
            mortgaged properties, identified on Annex A to this prospectus
            supplement as Schron Industrial Portfolio, representing 4.6% of the
            Initial Mortgage Pool Balance and 5.0% of the Initial Sub-pool 1
            Balance, the loan documents permit the release of one or more
            individual mortgaged properties by simultaneously substituting one
            or more other properties for each released property, subject to the
            satisfaction of certain conditions, including among others: (i)
            substitution is permitted no later than December 28, 2015, (ii)
            substitutions, when aggregated with all permitted releases under the
            loan documents (a) may not exceed 20% of the mortgage loan without
            written rating agency confirmation that the release would not result
            in a downgrade, withdrawal or qualification of the then current
            ratings of any class of series 2007-GG9 certificates and (b) may not
            exceed 30% of the mortgage loan under any circumstances, (iii) the
            market value of the substitute property at the time of substitution
            must equal or exceed the market value at origination of the
            mortgaged property it replaces, (iv) after giving effect to the
            substitution, the debt service coverage ratio for the remaining
            mortgaged properties must exceed the debt service coverage ratio at
            origination, and (iv) after giving effect to the substitution, the
            number of individual mortgaged properties is not less than 75% of
            the individual mortgaged properties prior to the substitution.

      o     With respect to the mortgage loan secured by a portfolio of 14
            mortgaged properties, identified on Annex A to this prospectus
            supplement as COPT Office Portfolio, representing 2.2% of the
            Initial Mortgage Pool Balance and 2.4% of the Initial Sub-pool 1
            Balance, the loan documents permit the certain of the borrowers and
            guarantors to obtain the release of one or more of their related
            COPT Portfolio Properties by simultaneously substituting one or more
            other properties for each released property, subject to the
            satisfaction of certain conditions, including among others: (i) the
            payment of a fee equal to 0.50% of the allocated loan amount for the
            released property being released and the payment of all costs and
            expenses incurred by lender; (ii) no more than two mortgaged
            properties may be substituted in any one transaction (except with
            respect to certain mortgaged properties, which will be treated as
            one property for purposes of this criteria), (iii) after giving
            effect to the substitution, the debt service coverage ratio for the
            remaining properties shall be equal to or greater than the greater
            of (a) the debt service coverage ratio immediately preceding the
            substitution and (b) 1.10x, (iv) after giving effect to the
            substitution, the loan-to-value ratio for the remaining properties
            shall be equal to or less than the lesser of (a) the loan-to-value
            ratio


                                      S-111



            immediately preceding the release and (b) 80%, (v) the cumulative
            amount of substituted properties must be less than (a) 30% of the
            aggregate allocated loan amount of all of the mortgaged properties
            if none of the Colorado properties are being or have been
            substituted and (b) 40% of the aggregate allocated amount of all of
            the mortgaged properties if any of the Colorado properties are being
            or have been substituted and (vi) rating agency confirmation that
            the release would not result in a downgrade, withdrawal or
            qualification of the then current ratings of any class of series
            2007-GG9 certificates.

            If the substitution of a substitute property for a released property
            does not take place simultaneously as contemplated in the above
            paragraph, the proposed released property may still be released,
            subject to the satisfaction of certain conditions, including among
            other things: (i) the deposit with lender of substitution collateral
            in the form of cash or a letter of credit in an amount equal to the
            greater of (a) the then fair market value of the proposed released
            property and (b) the amount that would be required to purchase
            defeasance collateral necessary to release the property through
            partial defeasance and (ii) the delivery to lender of a REMIC
            opinion with respect to the substitution. If the proposed
            substitution fails to occur within 90 days after the release of the
            applicable released property, lender may apply the proceeds of the
            substitution collateral to purchase the defeasance collateral
            necessary to effect a partial defeasance of the released property.
            If the substitution collateral is insufficient, the related borrower
            or guarantor shall, within two business days of lender's demand for
            payment, pay to the lender the shortfall amount.

      o     With respect to the mortgage loan secured by the mortgaged
            properties, identified on Annex A to this prospectus supplement as
            TIAA RexCorp Long Island Portfolio, representing 3.6% of the Initial
            Mortgage Pool Balance and 3.9% of the Initial Sub-pool 1 Balance,
            prior to August 6, 2016, the related loan documents permit the
            release of one (or two, in the case of a simultaneous
            release/substitution of the 58 and 68 South Service Road properties
            only) of the mortgaged properties simultaneously substituting one or
            two (in the case of a simultaneous release/substitution of the 58
            and 68 South Service Road properties) properties, subject to the
            satisfaction of certain conditions set forth in the related loan
            documents, including: (i) the payment of (A) a fee equal to the
            greater of (x) 0.25% of the allocated loan amount for the TIAA
            RexCorp Long Island Portfolio property(ies) being released and (y)
            $50,000 and (B) all costs and expenses incurred by lender; (ii) the
            lender has received an appraisal, which is not more than 90 days
            old, of the substitute property(ies) indicating an aggregate fair
            market value of the substitute property(ies) that is equal to or
            greater than the fair market value of the released property(ies) (in
            the event that the fair market value of the substitute property(ies)
            is less than the fair market value of the released property, the
            borrower may partially defease the mortgage loan in an amount at
            least equal to the difference between the fair market value of the
            released property(ies) and the fair market value of the substitute
            property(ies); provided, however, that the borrower may only
            partially defease an amount up to, but not in excess of, 30% of the
            fair market value of the released property(ies)), (iii) after giving
            effect to the applicable release(s) and substitution(s), the debt
            service coverage ratio (calculated using actual cash flow and the
            actual debt service constant) for all of the remaining mortgaged
            properties is not less than 1.20x, provided that the borrower may
            partially defease the mortgage loan in an amount necessary to meet
            this debt service coverage ratio condition simultaneously with the
            release(s) and substitution(s) in question, (iv) after giving effect
            to the applicable release(s) and substitution(s), the aggregate loan
            to value for the remaining properties and the substitute
            property(ies) is not greater than 80%, (v) the lender has received
            confirmation from each rating agency that the substitution would not
            cause the downgrade, withdrawal or qualification of any rating then
            assigned to any outstanding certificates, (vi) the weighted average
            of the then remaining unexpired terms of the leases in effect at the
            substitute property(ies) will either (x) be equal to or longer than
            the weighted average of the then remaining unexpired terms of the
            leases in effect at the released property(ies), or (y) expire no
            earlier than February 6, 2019.

      Defeasance Loans. One hundred seventy-five of the mortgage loans,
representing approximately 92.8% of the Initial Mortgage Pool Balance, of which
156 mortgage loans are in sub-pool 1, representing approximately 94.6% of the
Initial Sub-pool 1 Balance, and 19 mortgage loans are in sub-pool 2 balance,
representing approximately 71.3% of the Initial Sub-pool 2 Balance, permit the
respective borrowers to defease the subject mortgage loan in whole or, in some
cases, in part, as described above under "--Release Provisions" during a period
that voluntary prepayments are prohibited. Each of these mortgage loans permits
the related borrower to obtain a release of all or a portion of the mortgaged
property or properties, as applicable, from the lien of the related mortgage
during specified periods


                                      S-112



and subject to specified conditions, by pledging to the holder of the mortgage
loan the requisite amount of Government Securities.

      In general, the Government Securities that are to be delivered in
connection with the defeasance of any mortgage loan, must provide for a series
of payments that:

      o     will be made prior, but as closely as possible, to all successive
            due dates through and including the maturity date or, in some
            instances, the expiration of the prepayment lock-out period; and

      o     will, in the case of each due date, be in a total amount at least
            equal to the scheduled debt service payment, including any
            applicable balloon payment, scheduled to be due or deemed due on
            that date.

      In connection with a defeasance, the related borrower will generally be
required to deliver a security agreement granting a first priority security
interest in the collateral to the trust, together with an opinion of counsel
confirming, among other things, the first priority status of the security
interest and a certification from an independent accounting firm to the effect
that the defeasance collateral is sufficient to make all scheduled debt service
payments under the related mortgage loan through maturity, or, in certain
circumstances, the expiration of the prepayment lockout period.

      None of the mortgage loans permits defeasance prior to the second
anniversary of the date of initial issuance of the offered certificates.

      Although many of the mortgage loans require that the Government Securities
used as defeasance collateral consist of U.S. Treasury securities, subject to
satisfaction of certain conditions set forth in the related loan documents
(including, in most cases, receipt of confirmation from the Rating Agencies that
the use of other Government Securities would not cause a downgrade, withdrawal
or qualification of the then-current ratings of any class of certificates),
other types of obligations that constitute Government Securities may be
acceptable as defeasance collateral.

      Due-on-Sale and Due-on-Encumbrance Provisions. The mortgage loans that we
intend to include in the trust generally contain "due-on-sale" and
"due-on-encumbrance" clauses. In general, except for the permitted transfers
discussed below in this "--Due-on-Sale and Due-on-Encumbrance Provisions"
subsection, these clauses either:

      o     permit the holder of the related mortgage to accelerate the maturity
            of the mortgage loan if the borrower sells or otherwise transfers or
            encumbers the corresponding mortgaged property, or

      o     prohibit the borrower from transferring or encumbering the
            corresponding mortgaged property without the consent of the holder
            of the mortgage.

      See, however, "Risk Factors--The Investment Performance of Your Offered
Certificates Will Depend Upon Payments, Defaults and Losses on the Underlying
Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly
Unpredictable--Delinquencies, Defaults and Losses on the Underlying Mortgage
Loans May Affect the Amount and Timing of Payments on Your Offered Certificates;
and the Rate and Timing of Those Delinquencies and Defaults, and the Severity of
Those Losses, are Highly Unpredictable," "--Some Provisions in the Mortgage
Loans Underlying Your Offered Certificates May Be Challenged as Being
Unenforceable--Due-on-Sale and Debt Acceleration Clauses" and "Legal Aspects of
Mortgage Loans--Due-on-Sale and Due-on-Encumbrance Provisions" in the
accompanying prospectus.

      The mortgage loans that we intend to include in the trust generally permit
one or more of the following types of transfers (which transfers will not
trigger the "due-on-sale" or "due-on-encumbrance" provisions):

      o     transfers of the corresponding mortgaged property if specified
            conditions are satisfied, which conditions generally include one or
            more of the following--

            (i)     the Rating Agencies have confirmed that the transfer will
                    not result in a qualification, downgrade or withdrawal of
                    the then current ratings of the Certificates;


                                      S-113



            (ii)    the transferee or its sponsors satisfies eligible transferee
                    provisions set forth in the loan documents; and/or

            (iii)   the transferee is reasonably acceptable to the lender.

      o     a transfer of the corresponding mortgaged property, or transfers of
            ownership interests in the related borrower, to a person or persons
            affiliated with or otherwise related to the borrower;

      o     transfers by the borrower of the corresponding mortgaged property,
            or transfers of ownership interests in the related borrower, to
            specified entities or types of entities;

      o     issuance by the borrower of new partnership or membership interests;

      o     changes in ownership between existing shareholders, partners,
            members or to their respective affiliates, as applicable, of the
            related borrower;

      o     a transfer of non-controlling ownership interests in the related
            borrower;

      o     transfers of interests in the related borrower for estate planning
            purposes or otherwise upon the death or incapacity of a principal;

      o     transfers of undeveloped land or certain portions of the related
            mortgaged property not considered material in underwriting such
            mortgage loan;

      o     transfers and pledges of direct or indirect equity interests in
            borrower to specified entities or types of entities; or

      o     other transfers similar in nature to the foregoing.

MORTGAGE POOL CHARACTERISTICS

      A detailed presentation of various characteristics of the mortgage loans
that we intend to include in the pool, and of the corresponding mortgaged
properties, on an individual basis and in tabular format, is shown on Annex A,
Annex B and Annex C to this prospectus supplement. The statistics in the tables
and schedules on Annex A, Annex B and Annex C to this prospectus supplement were
derived, in many cases, from information and operating statements furnished by
or on behalf of the respective borrowers. The information and the operating
statements were generally unaudited and have not been independently verified by
us or the underwriters.

SPLIT LOAN STRUCTURE

      The Mortgage Pool will include 8 mortgage loans that are each part of a
split loan structure, also referred to as a Loan Group. A Loan Group generally
consists of two or more mortgage loans that are each evidenced by a separate
promissory note, but that are both or all, as the case may be, secured by the
same mortgage instrument or instruments encumbering the related mortgaged
property or properties. The mortgage loans in a Loan Group that are outside the
trust may be subordinated or pari passu in right of payment with the mortgage
loan included in the trust. The mortgage loans in a Loan Group are generally
cross-defaulted and secured by the same mortgaged property. The allocation of
payments to the respective mortgage loans in a Loan Group, whether on a
senior/subordinated or a pari passu basis (or some combination thereof), is
reflected in the promissory notes evidencing those loans, an intercreditor
agreement, or a co-lender agreement, as applicable, which also governs the
respective rights of the noteholders, including in connection with the servicing
of the mortgage loans in the Loan Group.

      The following is a brief description of the Loan Groups of which one
mortgage loan is included in the trust--

      o     One of the Loan Groups, which is secured by the Merchandise Mart
            property, consists of two pari passu mortgage loans, one of which is
            included in the trust (the "NON-SERVICED TRUST LOAN") and the
            remaining loan is not included in the trust (the "NON-SERVICED
            COMPANION LOAN"). The Non-Serviced Companion


                                      S-114



            Loan is owned by the trust fund ("2006-LDP9 TRUST") established
            pursuant to the pooling and servicing agreement related to the J.P.
            Morgan Chase Commercial Mortgage Securities Trust 2006-LDP9
            Commercial Mortgage Pass Through Certificates, Series 2006 LDP9,
            among J.P. Morgan Chase Commercial Mortgage Securities Corp., as
            depositor, Midland Loan Services, Inc., as a master servicer,
            Capmark Finance Inc., as a master servicer, Wachovia Bank, National
            Association, as a master servicer, LNR Partners, Inc., as special
            servicer, LaSalle Bank National Association, as trustee, and Wells
            Fargo Bank, N.A., as paying agent. The Non-Serviced Trust Loan,
            representing approximately 2.7% of the Initial Mortgage Pool Balance
            and 2.9% of the Initial Sub-pool 1 Balance, is one of the ten
            largest mortgage loans in the Mortgage Pool. For a discussion of
            that mortgage loan, we refer you to "Annex B--Structural and
            Collateral Term Sheet--Ten Largest Mortgage Loans--Merchandise
            Mart."

      Seven of the Loan Groups, which are respectively secured by the Victoria
Ward Warehouse & Plaza, Poipu Shopping Village, Sheraton Portland, Linden Park,
Toringdon III, Toringdon V and Woodhaven properties consist of two mortgage
loans, one senior mortgage loan that is included in the trust and one
subordinate mortgage loan that is not included in the trust. With respect to
these Loan Groups, to the extent DSCR or LTV ratios are shown in this prospectus
supplement, unless otherwise specified, the DSCR and LTV ratio includes any pari
passu Companion Loan, if applicable, but does not include the principal balance
of the subordinate Companion Loan. The following chart identifies the LTV ratio
and the DSCR for the Loan Groups with a subordinate Companion Loan:

               MORTGAGE LOAN            LOAN GROUP DSCR   LOAN GROUP LTV RATIO
      -------------------------------   ---------------   --------------------
      Victoria Ward Warehouse & Plaza        1.39x               71.7%
      Poipu Shopping Village                 1.24x               87.9%
      Sheraton Portland                      1.21x               91.1%
      Linden Park                            0.99x               87.6%
      Toringdon III                          1.11x               85.0%
      Toringdon V                            1.08x               85.0%
      Woodhaven                              1.11x               79.5%

      The payment priority between each Loan Group is as follows--

      o     with respect to the Loan Groups identified in the table below as
            Victoria Ward Warehouse & Plaza, Poipu Shopping Village, Sheraton
            Portland, Linden Park, Toringdon III, Toringdon V and Woodhaven
            (which are each comprised of one senior and one subordinate mortgage
            loan) prior to either (i) a monetary event of default with respect
            to the Loan Group or (ii) a material non-monetary event of default
            with respect to the Loan Group (or in the case of the Loan Groups
            identified in the table below as Toringdon III, Toringdon V and
            Woodhaven, when any portion of the Loan Group is accelerated or
            there is an event of default caused by certain insolvency events),
            the mortgage loan and the Companion Loan are pari passu in right of
            payment (i.e., each of the mortgage loans and each of the
            subordinate Companion Loans are entitled to their respective pro
            rata share of all payments of principal and interest, although
            holders of the mortgage loans will be paid their share prior to
            holders of the subordinate Companion Loans) and subsequent to the
            events described in clauses (i) and (ii) above, the mortgage loan
            will be senior in right of payment to its corresponding subordinate
            Companion Loan such that all amounts collected in respect of the
            Loan Group will first be used to pay interest and principal on the
            mortgage loan until its principal balance has been reduced to zero
            and then to pay interest and principal on the subordinate Companion
            Loan. With respect to the Loan Groups identified as Toringdon III,
            Toringdon V and Woodhaven, prior to a monetary default or material
            non-monetary default as described above, the borrower will make
            monthly debt service payments on the Companion Loan directly to the
            holder of the Companion Loan or its designee.

      o     with respect to the Loan Group identified in the table below as
            Merchandise Mart, and its corresponding pari passu Companion Loan,
            the mortgage loan in the trust and the corresponding pari passu
            Companion Loan is always pari passu in right of payment.

      The notes comprising each Loan Group amortize at the same monthly rate and
mature at the same maturity date.


                                      S-115



      The table below identifies each of the mortgage loans and its
corresponding Companion Loan.



                                                 LOAN GROUPS

                                    % OF
                      TRUST       INITIAL       % OF      AGGREGATE                  NON-TRUST    CONTROLLING
                     MORTGAGE     MORTGAGE    INITIAL     NON-TRUST     NON-TRUST    PARI PASSU    POOLING &
                       LOAN         POOL     SUB-POOL 1    MORTGAGE      B NOTE         LOAN       SERVICING
  MORTGAGE LOAN      BALANCE     BALANCE(1)  BALANCE(1)  LOAN BALANCE    BALANCE      BALANCE     AGREEMENT(2)
- -----------------  ------------  ----------  ----------  ------------  -----------  ------------  ------------

Merchandise Mart   $175,000,000     2.7%        2.9%     $175,000,000      N/A      $175,000,000   2006-LDP9
Victoria Ward
   Warehouse &
   Plaza ........   $40,000,000     0.6%        0.7%      $28,500,000  $28,500,000      N/A         2007-GG9
Poipu Shopping                                                                          N/A
   Village ......   $29,120,000     0.4%        0.5%       $2,880,000   $2,880,000                  2007-GG9
Sheraton Portland   $15,360,000     0.2%        0.3%       $2,140,000   $2,140,000      N/A         2007-GG9
Linden Park .....   $14,000,000     0.2%        0.2%       $2,300,000   $2,300,000      N/A         2007-GG9
Toringdon III ...   $12,650,000     0.2%        0.2%         $790,625     $790,625      N/A         2007-GG9
Toringdon V .....   $10,424,000     0.2%        0.2%         $651,500     $651,500      N/A         2007-GG9
Woodhaven .......    $8,808,600     0.1%        0.1%         $490,000     $490,000      N/A         2007-GG9


                     INITIAL      INITIAL
                     MASTER       SPECIAL
  MORTGAGE LOAN    SERVICER(3)  SERVICER(4)
- -----------------  -----------  -----------

Merchandise Mart    Wachovia        LNR
Victoria Ward
   Warehouse &
   Plaza ........   Wachovia        LNR
Poipu Shopping
   Village ......   Wachovia        LNR
Sheraton Portland   Wachovia        LNR
Linden Park .....   Wachovia        LNR
Toringdon III ...   Wachovia        LNR
Toringdon V .....   Wachovia        LNR
Woodhaven .......   Wachovia        LNR


__________________

(1)   All of the mortgaged properties in this table secure mortgage loans that
      are part of sub-pool 1.

(2)   2006-LDP9 refers to the pooling and servicing agreement entered into in
      connection with J.P. Morgan Chase Commercial Mortgage Securities Trust
      2006-LDP9 Commercial Mortgage Pass-Through Certificates, Series 2006-LDP9.
      2007-GG9 refers to the pooling and servicing agreement for this
      transaction.

(3)   Wachovia refers to Wachovia Bank, National Association.

(4)   LNR refers to LNR Partners, Inc.

      Except for the Non-Serviced Loan Group, the co-lender agreement or
intercreditor agreement, as applicable, for each Loan Group generally provides
that both the mortgage loan(s) included in the trust and the corresponding
Companion Loan(s) will be serviced and administered pursuant to the pooling and
servicing agreement.

      The Non-Serviced Loan Group will be serviced under the 2006-LDP9 PSA.

      For a discussion regarding the directing holder with respect to the split
loans, see "Servicing Under the Pooling and Servicing Agreement--The Directing
Holders" in this prospectus supplement.

      Certain rights of the holders of Subordinate Companion Loans are as
follows--

      o     Purchase Option. Each co-lender agreement with respect to the Loan
            Groups identified above as Poipu Shopping Village, Sheraton
            Portland, Linden Park, Toringdon III, Toringdon V and Woodhaven
            provides that in the event that (a) any payment of principal or
            interest on the Loan Group is 90 days delinquent, (b) the Loan Group
            has been accelerated, (c) the principal balance of the Loan Group is
            not paid at maturity, (d) the borrower files a petition for
            bankruptcy, or (e) the Loan Group is a specially serviced mortgage
            loan (and the Loan Group is either in default or a default with
            respect thereto is reasonably foreseeable), the holder of the
            subordinate Companion Loan will have the right, by written notice to
            the trustee, given within 85 days (or 30 days in the case of the
            Loan Groups identified above as Toringdon III, Toringdon V and
            Woodhaven) of receipt of notice from the master servicer or the
            special servicer of such occurrence, to purchase the corresponding
            mortgage loan at a price equal to the sum of (i) the outstanding
            principal balance of such mortgage loan, (ii) accrued and unpaid
            interest thereon at the related interest rate up to (but excluding)
            the date of purchase, (iii) any unreimbursed servicing advances made
            by the master servicer, the special servicer, the trustee or the
            fiscal agent, (iv) any unpaid advance interest on any servicing or
            delinquent payment advances and (v) any unreimbursed fees payable to
            the master servicer and the special servicer.

            The co-lender agreement for the Loan Group identified above as
            Victoria Ward Warehouse & Plaza provides that in the event that the
            Loan Group is a specially serviced mortgage loan, the holder of the
            subordinate Companion Loan will have the right, by written notice to
            the trustee, given at any time that the Loan Group remains a
            specially serviced mortgage loan, to purchase the corresponding
            mortgage loan at a


                                      S-116



            price equal to (i) the outstanding principal balance of the mortgage
            loan, (ii) accrued and unpaid interest thereon at the related
            interest rate up to (but excluding) the date of purchase, (iii) any
            other amounts due under the mortgage loan that are allocable to the
            holder of the senior Companion Loan, (d) any unreimbursed property
            advances and any expenses incurred in enforcing the related mortgage
            loan documents (including, without limitation, fees and expenses
            payable or reimbursable to the Master Servicer, the Special Servicer
            and/or the Trustee, including, without limitation, earned and unpaid
            special servicing fees, liquidation fees and workout fees and
            additional trust fund expenses), (e) any accrued and unpaid advance
            interest amount, (f) any recovered costs not previously reimbursed
            to the holder of the senior Companion Loan pursuant to the co-lender
            agreement, and (g) any other amounts owed by the borrower under the
            related mortgage loan documents.

      o     Cure Rights. The related co-lender agreement generally provides that
            in the event the related borrower fails to make any payment of
            principal or interest or the borrower otherwise defaults, the holder
            of the subordinate Companion Loan will have the right to cure such
            default within a limited number of days. The related co-lender
            agreement contains limitations on the number of cures that a holder
            of a subordinate Companion Loan may effect.

      o     Transfer Restrictions. The related co-lender agreement with respect
            to each of the Loan Groups with subordinate Companion Loans provides
            that transfers of more than 49% of the ownership of the related
            subordinate Companion Loan may only be made to (i) institutional
            lenders or investment funds exceeding a minimum net worth
            requirement and their affiliates, (ii) trusts or other entities
            established to acquire mortgage loans and issue securities backed by
            and payable from the proceeds of such loans, unless a ratings
            confirmation has been received.

      o     Consent Rights. The related co-lender agreement with respect to each
            of the Loan Groups identified above as Toringdon III, Toringdon V
            and Woodhaven provides that, until the holder of the subordinate
            Companion Loan fails to exercise its right to purchase the mortgage
            loan as discussed under "Purchase Option" above, the holder of the
            non-trust Companion Loan has the right to consent with respect to
            certain amendments, deferrals or modifications, including among
            others:

                  (i)     increasing the interest rate or principal amount of
                          the mortgage loan or any other material monetary
                          obligations of the borrower under the mortgage loan
                          documents;

                  (ii)    modifying the interest due or the interest rate or
                          principal amount of the subordinate Companion Loan;

                  (iii)   shortening the scheduled maturity date of the mortgage
                          loan;

                  (iv)    increasing the term of the subordinate Companion Loan
                          to a date occurring after the maturity date of the
                          mortgage loan;

                  (v)     accepting a grant of any lien on or security interest
                          in any additional collateral unless the same shall
                          also secure the subordinate Companion Loan;

                  (vi)    cross-defaulting the mortgage loan with any other
                          indebtedness;

                  (vii)   obtaining any contingent interest, additional interest
                          or so-called "kicker"; or

                  (viii)  releasing the lien of the mortgage securing the
                          subordinate Companion Loan (except in connection with
                          a payment in full of the mortgage loan or as otherwise
                          provided in the mortgage loan documents as executed on
                          the date of origination of the mortgage loan).

ADDITIONAL LOAN AND PROPERTY INFORMATION

      Delinquencies. None of the mortgage loans that we intend to include in the
trust was, as of the cut-off date, or has been at any time during the 12-month
period preceding that date, 30 days or more delinquent with respect to any
monthly debt service payment.


                                      S-117



      Tenant Matters. Described and listed below are special considerations
regarding tenants at the mortgaged properties for the mortgage loans that we
intend to include in the trust--

      o     One hundred seventy-two of the mortgaged properties, securing 39.1%
            of the Initial Mortgage Pool Balance and 42.3% of the Initial
            Sub-pool 1 Balance, are each leased to one or more major tenants
            that each occupy 25% or more of the net rentable area of the
            particular mortgaged property.

      o     Sixty-one of the mortgaged properties, securing 9.7% of the Initial
            Mortgage Pool Balance and 10.5% of the Initial Sub-pool 1 Balance,
            are entirely or substantially leased to a single tenant.

      o     A number of companies are major tenants at more than one of the
            mortgaged properties. Annex A to this prospectus supplement
            identifies the three largest tenants at each mortgaged property. In
            addition, the tenants listed on Annex A may also be tenants (but not
            one of the largest three) at other mortgaged properties.

      Loan Purpose. Eighty-eight of the mortgage loans that we intend to include
in the trust, representing approximately 51.0% of the Initial Mortgage Pool
Balance, of which 75 mortgage loans are in sub-pool 1, representing
approximately 49.8% of the Initial Sub-pool 1 Balance and 13 mortgage loans are
in sub-pool 2, representing approximately 64.8% of the Initial Sub-pool 2
Balance, were originated in connection with the borrowers acquisition of the
mortgaged property that secures such mortgage loan and 113 of the mortgage loans
that we intend to include in the trust, representing approximately 49.0% of the
Initial Mortgage Pool Balance, of which 102 mortgage loans are in sub-pool 1,
representing approximately 50.2% of the Initial Sub-pool 1 Balance and 11
mortgage loans are in sub-pool 2, representing approximately 35.2% of the
Initial Sub-pool 2 Balance, were originated in connection with the borrowers
refinancing of a previous mortgage loan.

      Certain tenant leases at the mortgaged properties have terms that are
shorter than the terms of the related mortgage loans and, in some cases,
significantly shorter.

      Ground Leases. Eighteen of the mortgaged properties that we intend to
include in the trust, representing approximately 11.5% of the Initial Mortgage
Pool Balance and 12.5% of the Initial Sub-pool 1 Balance, are secured by a
mortgage lien on the borrower's leasehold interest in all or a material portion
of the corresponding mortgaged property, but not by a mortgage lien on the fee
interest in the portion of that property subject to the related ground lease.
Except as discussed below, each ground lease, taking into account all exercised
extension options and all options that may be exercised by the lender (if not
already exercised by the borrower), expires more than 20 years after the stated
maturity of the related mortgage loan and the related ground lessor has agreed
to give the holder of that mortgage loan notice of, and the right to cure, any
default or breach by the lessee. To the extent "ground leases" are discussed in
this prospectus supplement, the information applies to these air rights leases
as well.

      In addition, we are aware of the following items related to the mortgage
loans secured by leasehold interests:

      o     With respect to the mortgage loan secured by a portfolio of five (5)
            mortgaged properties identified on Annex A to this prospectus
            supplement as TIAA RexCorp Long Island Portfolio, representing
            approximately 3.6% of the Initial Mortgage Pool Balance and 3.9% of
            the Initial Sub-pool 1 Balance, with respect to 395 N. Service Road
            property, the related ground lease affecting such property expires
            on June 14, 2033. The ground lessor and the borrower have executed a
            new ground lease on substantially the same terms as the existing
            ground lease. The new ground lease is expected to become effective
            on June 14, 2033 and expires on June 14, 2081. Because it is an
            executory contract, the new ground lease may be rejected in
            bankruptcy.

      o     With respect to the mortgage loan identified on Annex A to this
            prospectus supplement as Peachtree Center, representing
            approximately 3.2% of the Initial Mortgage Pool Balance and 3.4% of
            the Initial Sub-pool 1 Balance, portions of the mortgaged property
            consist of twelve separate leasehold interests under twelve separate
            ground leases. In the case of each ground lease (i) the ground
            lessor is not required to enter into a new lease with the mortgagee
            if the ground lease is terminated due to a default or in connection
            with a bankruptcy by the ground lessee or otherwise, and (ii) the
            ground lessor is not required to obtain the consent of the mortgagee
            prior to entering into any amendment of the ground lease. The
            related borrowers have covenanted in the loan documents not to amend
            or terminate any of the ground leases without


                                      S-118



            mortgagee consent, and the borrower's sponsor has provided a
            personal recourse guaranty with respect to such covenant.

      o     In the case of one mortgage loan identified on Annex A to this
            prospectus supplement as Peachtree Center, representing
            approximately 3.2% of the initial mortgage pool balance and 3.4% of
            the initial sub-pool 1 balance, the related mortgaged properties
            consist of a partial fee interest and partial leasehold interest
            under twelve separate ground leases. In order to obtain certain tax
            abatements, the borrowers may, subject to the lender's consent,
            convey the fee and leasehold interests in all or a portion of the
            mortgaged properties to the Fulton County Development Authority or
            similar agency (the "AUTHORITY"), which would enter into a ten year
            lease of the affected mortgaged property to the borrowers (the
            "AUTHORITY LEASE"), or certain of them (at the end of which the
            Authority would reconvey the affected mortgaged properties to such
            borrowers); as a result the fee and leasehold interests of the
            borrowers would become leasehold and subleasehold interests, and the
            affected mortgaged properties (or the leasehold interest therein, as
            applicable) would be owned by the Authority, which would not be a
            special purpose bankruptcy remote entity. The Authority would issue
            bonds (the "AUTHORITY BONDS") secured by the rental payments under
            the Authority Lease; while such rental payments may be substantial,
            the Authority Bonds would be owned by the borrowers or their
            affiliates such that the net effect of the rental payments would be
            an offset. The fee and leasehold interest of the Authority in the
            affected mortgaged property, and the Authority Lease and pledge of
            rental payments thereunder to secure the Authority Bonds, would be
            subject and subordinate to the mortgage securing the Peachtree
            Center mortgage loan.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to the prospectus supplement as Poipu Shopping
            Village, representing approximately 0.4% of the Initial Mortgage
            Pool Balance and 0.5% of the Initial Sub-pool 1 Balance, the ground
            lease does not contain all of the standard mortgagee protections.
            The ground lease does not require the ground lessor to enter into a
            new ground lease upon the termination of the ground lease for any
            reason. To partially mitigate this risk, the loan documents provide
            for springing recourse to the related borrower and guarantor in the
            event that the ground lease is terminated as a result of the
            borrower's default thereunder and the lender's failure to exercise
            its right to cure such default, provided that such failure by the
            lender to cure arises as a result of (i) the borrower's failure to
            provide the lender a copy of the applicable default notice, or (ii)
            the borrower or any guarantor taking any action intended or
            reasonably likely to hinder, delay, impair or prevent the lender
            from curing such default.

      o     In the case of the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Verizon
            Wireless Center, representing approximately 0.4% of the Initial
            Mortgage Pool Balance and 0.4% of the Initial Sub-pool 1 Balance,
            subsequent to the closing of the mortgage loan, the borrower has
            transferred the fee interest in the mortgaged property to Bernalillo
            County, New Mexico (the "COUNTY") and has subsequently leased the
            mortgaged property back from the County as a ground lessee. The
            lender has a first priority mortgage in the leasehold interest. The
            borrowers default under the related ground lease will constitute an
            event of default under the related loan documents. Upon the
            occurrence of an event of default under the related loan documents,
            the lender has the right to exercise an option to purchase the fee
            interest in the mortgaged property for nominal consideration of $1.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to the prospectus supplement as 1900 Campus
            Walk, representing approximately 0.2% of the Initial Mortgage Pool
            Balance and 0.2% of the Initial Sub-pool 1 Balance, the lessor may
            terminate the ground lease, upon 90 days prior written notice, in
            the event that for a period of at least 18 months (not including
            periods of vacancy due to renovation, alteration or repair and
            restoration), less than 50% of the rentable square footage of the
            retail space of the mortgaged property is sublet to subtenants who
            are operating or actively preparing to commence operations at the
            mortgaged property. In the event of any such termination, the lessor
            must pay directly to or at the written direction of the lender the
            amount necessary to pay in full all of the obligations of the
            borrower under the mortgage loan (including any prepayment fee) or
            to defease the mortgage loan.

      o     With respect to the mortgage loan identified on Annex A to this
            prospectus supplement as Holiday Inn Charlotte representing 0.2% of
            the Initial Mortgage Pool Balance and approximately 0.2% of the
            Initial


                                      S-119



            Sub-pool 1 Balance, under the terms of the ground lease, the lessor
            (Bank of America, N.A.) has the right to purchase the borrower's
            leasehold estate from the lender, at a purchase price equal to the
            principal of and accrued and unpaid interest on the mortgage loan
            through the date of purchase (but excluding any default interest or
            prepayment premiums payable under the loan documents), within thirty
            days after the date on which the lender forecloses on the mortgage
            pursuant to the terms of the loan documents. The sponsor of the
            mortgage loan is personally liable for any difference between the
            purchase price received from the lessor and all amounts due under
            the loan documents, including the prepayment premium.

      Other Financing. The borrowers are generally permitted to incur unsecured
trade debt in the ordinary course of business and to the extent a borrower does
not meet single-purpose entity criteria, such borrower is generally not
restricted from incurring unsecured debt. In addition, the terms of certain
mortgage loans permit the borrowers to post letters of credit and/or surety
bonds as additional collateral for the benefit of the lender under the related
mortgage loan. Such obligations may constitute a contingent reimbursement
obligation of the related borrower. However, in most or all such cases, the
related issuing bank or surety did not agree to subordination and standstill
protection benefiting the lender.

      We are aware of the following borrowers that have incurred or are
permitted to incur debt secured by the related mortgaged property:

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Noble Tech,
            representing approximately 0.5% of the Initial Mortgage Pool Balance
            and 0.6% of the Initial Sub-pool 1 Balance, the related borrower has
            incurred subordinate debt secured by the mortgaged property having a
            principal balance of $16 million as of the closing date of the
            mortgage loan, which debt is subject to a related intercreditor and
            subordination agreement.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Town Center
            Apartments, representing approximately 0.2% of the Initial Mortgage
            Pool Balance and 2.8% of the Initial Sub-pool 2 Balance, the related
            borrower is entitled to incur subordinate debt subject to certain
            conditions specified in the loan documents including the following:
            (a) the combined loan-to-value ratio does not exceed 60%; (b) the
            combined debt service coverage ratio is not less than 1.20x; and (c)
            an intercreditor agreement is executed; provided that the
            subordinate debt may not be secured by the mortgaged property
            without the approval of the special servicer and each rating agency.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Stafford
            North Plaza, representing 0.1% of the Initial Mortgage Pool Balance
            and 0.1% of the Initial Sub-pool 1 Balance, the related borrower is
            entitled to incur subordinate debt in connection with the
            development of an outparcel or the expansion of in-line space,
            subject to the satisfaction of certain conditions, including among
            other things: (a) the combined loan-to-value ratio does not exceed
            75%, (b) the combined debt service coverage ratio is not less than
            1.20x, (c) an intercreditor agreement acceptable to the lender is
            executed and (d) rating agency confirmation that the subordinate
            debt would not result in a re-qualification, reduction or withdrawal
            of the then current ratings of any class of series 2007-GG9
            certificates.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Shops at
            Cypress, representing approximately 0.1% of the Initial Mortgage
            Pool Balance and 0.1% of the Initial Sub-pool 1 Balance, the related
            borrower is entitled to incur subordinate debt beginning on the
            third anniversary of the loan ordination date, subject to certain
            conditions specified in the loan documents including the following:
            (a) the combined loan-to-value ratio does not exceed 75%; (b) the
            combined debt service coverage ratio is not less than 1.05x; and (c)
            an intercreditor agreement acceptable to the lender is executed;
            provided that the subordinate debt may not be secured by the
            mortgaged property without the approval of the special servicer and
            each rating agency.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Fairfield Inn
            & Suites Asheville, representing approximately 0.1% of the Initial
            Mortgage Pool Balance and 0.1% of the Initial Sub-pool 1 Balance,
            the related borrower is entitled to incur unsecured subordinate debt
            from its members, subject to certain conditions specified in the
            loan documents,


                                      S-120



            including that: (a) the combined loan-to-value ratio does not exceed
            85%; and (b) a subordination and standstill agreement acceptable to
            the lender is executed; provided that the subordinate debt may not
            be secured by the mortgaged property without the approval of the
            special servicer and each rating agency.

      See "Risk Factors--Risks Related to the Underlying Mortgage Loans--Some of
the Mortgaged Properties Are or May Be Encumbered by Additional Debt" in this
prospectus supplement.

      Except as disclosed in the previous paragraphs, as disclosed under
"--Split Loan Structure" and in this subsection, we are not aware of any other
borrowers under the mortgage loans that we intend to include in the trust that
have incurred or are permitted to incur debt secured by the related mortgaged
property.

      Based on information we received from the related Mortgage Loan Sellers,
we are aware of the following borrowers (excluding borrowers that do not meet
the single-purpose entity criteria) that have incurred or are permitted to incur
unsecured debt:

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Branson
            Landing, representing 1.4% of the Initial Mortgage Pool Balance and
            1.5% of the Initial Sub-pool 1 Balance, the related borrower is
            permitted to incur unsecured subordinate debt up to an amount of
            $500,000 related to the acquisition of kiosks which debt would be
            secured by the kiosks. Since origination of the mortgage loan, the
            borrower has incurred $486,564 in debt secured by kiosks.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Sacramento
            Corporate Center, representing approximately 0.6% of the Initial
            Mortgage Pool Balance and 0.7% of the Initial Sub-pool 1 Balance,
            the related borrower is entitled to incur unsecured subordinate debt
            subject to certain conditions specified in the loan documents
            including the following: (a) the total of the mortgage debt and the
            subordinate debt does not exceed 80% of the appraised value of the
            mortgaged property, (b) the ratio of net cash flow to total debt
            service will not be less than 1.04x and (c) an intercreditor
            agreement acceptable to lender is executed.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as 2121 Ponce de
            Leon Boulevard, representing approximately 0.5% of the Initial
            Mortgage Pool Balance and 0.5% of the Initial Sub-pool 1 Balance,
            the related borrower is entitled to obtain unsecured loans (the
            "2121 PONCE DE LEON BOULEVARD SUBORDINATE PARTNER LOANS") from the
            partners of the related borrower, subject to certain conditions
            specified in the loan documents including the following: (a) the
            2121 Ponce de Leon Boulevard Subordinate Partner Loans are not at
            any time in an aggregate amount in excess of $1,200,000, (b) the
            proceeds of the 2121 Ponce de Leon Boulevard Subordinate Partner
            Loans are used solely for operating, repairing, restoring or
            improving the mortgaged property and as operating capital for the
            related borrower (in each case, subject to the requirements of the
            loan documents), (c) the 2121 Ponce de Leon Boulevard Subordinate
            Partner Loans (x) are in all respects by their terms subordinate to
            the obligations and the loan documents, (y) are payable only from
            excess cash flow from the mortgaged property after payment of all
            amounts then due and owing under the loan documents, and (z) do not
            mature prior to the maturity date (but may be paid from excess cash
            flow as provided in clause (y) above), and (d) each partner of the
            related borrower executes a subordination and standstill agreement
            in substantially the form attached to the related loan agreement.

      o     With respect to the mortgage loan secured by the mortgaged property
            identified on Annex A to this prospectus supplement as Homes of
            Azalea Park, representing approximately 0.2% of the Initial Mortgage
            Pool Balance and 2.1% of the Initial Sub-pool 2 Balance, the
            borrower is permitted to obtain unsecured loans from any member of
            the borrower, subject to certain conditions specified in the loan
            documents, including that (i) at any time the total outstanding
            principal balance of such loan does not exceed $530,000; and (ii) a
            subordination and standstill agreement acceptable to the lender is
            executed.

      Although the mortgage loans generally include restrictions on the pledging
of the general partnership and managing member equity interests in the borrower,
the mortgage loans generally permit the pledge of less than a controlling
interest in the partnership or membership interests in a borrower. Mezzanine
debt is secured by direct or indirect ownership interests in a borrower. While a
mezzanine lender has no security interest in or rights to the


                                      S-121



related mortgaged properties, a default under the mezzanine loan could cause a
change in control of the related borrower. Mortgage Loans with a borrower that
does not meet single-purpose entity criteria may not be restricted in any way
from incurring mezzanine debt. Based on information received from the related
Mortgage Loan Sellers, we are aware of the following existing mezzanine
indebtedness with respect to the mortgage loans:



                                            % OF
                                          INITIAL      % OF         INITIAL                      INTEREST   MEZZANINE
                                          MORTGAGE   INITIAL       PRINCIPAL                      RATE ON     LOAN
                            CUT-OFF DATE    POOL    SUB-POOL 1     AMOUNT OF        HOLDER OF    MEZZANINE  MATURITY   INTERCREDITOR
      MORTGAGE LOAN           BALANCE     BALANCE   BALANCE(1)  MEZZANINE DEBT   MEZZANINE LOAN    LOAN      DATE(2)   AGREEMENT(3)
- --------------------------  ------------  --------  ----------  ---------------  --------------  ---------  ---------- -------------

John Hancock Tower &
 Garage at Clarendon (4)..  $640,500,000    9.7%      10.5%     $472,172,000     GCFP/Lehman(5)  L +3.940%   1/06/2008      Yes
Merchandise Mart..........  $175,000,000    2.7%       2.9%     $300,000,000(6)        (7)        5.5725%   12/06/2016      Yes
Southern California
 Portfolio................  $133,500,000    2.0%       2.2%     $ 23,500,000          GCFP       L +3.650%  07/06/2007      Yes
Midland Industrial
 Portfolio................  $ 24,050,000    0.4%       0.4%     $  8,700,000          GCFP          (8)     01/06/2008      Yes
Lake Forest Village.......  $ 24,000,000    0.4%       0.4%     $  6,000,000          GCFP         9.000%   10/06/2016      Yes
Rubicon Industrial
 Portfolio................  $ 26,375,000    0.4%       0.4%     $  6,475,000       Rubicon(9)     12.000%   12/06/2011      Yes
Linens HQ Clifton.........  $ 15,200,000    0.2%       0.2%     $  3,856,693      111 DAM (10)    10.961%   12/06/2013    Yes(11)


______________________

(1)   All of the mortgaged properties in this table secure mortgage loans that
      are part of sub-pool 1

(2)   Co-terminus with the related mortgage loan maturity date.

(3)   Includes provisions stating that the mezzanine loan is subordinate to the
      mortgage loan and that no payments will be made on the mezzanine loan from
      funds derived from the related mortgaged property upon an event of default
      under the related mortgage loan.

(4)   The equity interests in the borrower of the mortgage loan included in the
      trust are pledged to secure the mezzanine loan made by the related
      mortgage loan seller, which is also secured by the equity interests in the
      borrowers of the mortgaged loans secured by eight other mortgaged
      properties not included in the trust.

(5)   GCFP and Lehman Brothers Holdings Inc. are each currently holding a
      portion of the mezzanine loan in the amount of $240,807,720 and
      $231,364,280, respectively.

(6)   The mezzanine debt includes three separate $100,000,000 mezzanine loans.

(7)   Two of the three $100,000,000 mezzanine loans are each jointly held by
      Goldman Sachs Commercial Mortgage Capital, L.P. and Eurohypo AG, New York
      Branch; the third mezzanine loan is held by VNO-MM Mezzanine Lender LLC.

(8)   The mezzanine loan bears interest at (i) 1.5% over one-month LIBOR through
      May 5, 2007; (ii) through September 5, 2007, 1.5% over one-month LIBOR if
      the combined loan to value is not greater than 85%, or if the combined
      loan to value is greater than 85%, then 1.75% over one-month LIBOR; and
      (iii) after September 5, 2007, 2.5% over one-month LIBOR if the combined
      loan to value is not greater than 85% or if the combined loan to value is
      greater than 85%, then 3.5% over one-month LIBOR.

(9)   Rubicon refers to Rubicon Capital PTY Limited.

(10)  111 DAM refers to 111 Debt Acquisition Mezz LLC. 111 Debt Acquisition Mezz
      LLC may have assigned its rights to another entity following the loan
      closing.

(11)  There is an Intercreditor Agreement in place between the Mortgage Lender,
      GCFP and 111 Debt Acquisition Mezz LLC.

      In the case of the above described mortgage loans with existing mezzanine
debt the holder of the mezzanine loan generally has the right to cure certain
defaults occurring on the related mortgage loan and the right to purchase the
mortgage loan from the trust if certain mortgage loan defaults occur. The
purchase price required to be paid in connection with such a purchase is
generally equal to the outstanding principal balance of the mortgage loan,
together with accrued and unpaid interest on, and all unpaid servicing expenses
and advances relating to, the mortgage loan. The specific rights of the related
mezzanine lender with respect to any future mezzanine loan will be specified in
the related intercreditor agreement and may include rights substantially similar
to the cure and repurchase rights described above.

      With respect to the mortgage loans identified on Annex A to this
prospectus supplement as TIAA RexCorp Long Island Portfolio, Omni Marathon
Reckson, 1305 Walt Whitman Road and 51 JFK Parkway, representing approximately
7.1% of the Initial Mortgage Pool Balance and approximately 7.7% of the Initial
Sub-pool 1 Balance, each of those mortgage loans permits certain entities that
hold indirect interests in the related borrower to pledge (but not to foreclose
on) their indirect ownership interest in such borrower to an institutional
lender providing a corporate line of credit or other financing.


                                      S-122



      With respect to the mortgage loan identified on Annex A to this prospectus
supplement as Pickwick Plaza, representing approximately 3.0% of the Initial
Mortgage Pool Balance and 3.3% of the Initial Sub-pool 1 Balance, the mortgage
loan permits certain entities that hold indirect interests in the related
borrower to pledge (but not to foreclose on) their indirect ownership interest
in such borrower to an institutional lender providing a corporate line of credit
or other financing, capped at the lesser of (i) an amount when added to the loan
results in a debt service coverage ratio of 1.02x or (ii) $50,000,000.

      With respect to the mortgage loans identified on Annex A to this
prospectus supplement as Two Rivers-Aurora Healthcare Clinic, Hartford-Aurora
Healthcare Clinic and Neenah-Aurora Healthcare Clinic, representing
approximately 0.3%, 0.3% and 0.1%, respectively, of the Initial Mortgage Pool
Balance and 0.4%, 0.3% and 0.1%, respectively, of the Initial Sub-pool 1
Balance, the related borrower is permitted to issue preferred equity, subject to
the satisfaction of certain conditions, including among other things: (i) the
sum of the unpaid principal balance of the mortgage loan together with the
preferred equity does not exceed the lesser of (a) a loan-to-value ratio of 93%
of the mortgaged property or (b) $28,682,400, $24,209,700 or $9,939,900,
respectively and (ii) rating agency confirmation that the preferred equity would
not result in a re-qualification, reduction or withdrawal of the then current
ratings of any class of series 2007-GG9 certificates.

      With respect to the mortgage loan identified on Annex A to this prospectus
supplement as 300 North Martingale, representing approximately 0.3% of the
Initial Mortgage Pool Balance and 0.3% of the Initial Sub-pool Balance, the
related borrower is permitted to issue preferred equity, subject to the
satisfaction of certain conditions, including among other things, that the sum
of the unpaid principal balance of the mortgage loan together with the preferred
equity (i) does not exceed a loan-to-value ratio of 85% of the mortgaged
property, (ii) has a debt service coverage ratio greater than or equal to 1.10x
and (iii) rating agency confirmation that the preferred equity would not result
in a re-qualification, reduction or withdrawal of the then current ratings of
any class of series 2007-GG9 certificates.

      With respect to the mortgage loan secured by the mortgaged property
identified on Annex A to this prospectus supplement as Sailpointe at Lake
Monroe, representing approximately 0.2% of the Initial Mortgage Pool Balance and
3.3% of the Initial Sub-pool 2 Balance, any transfer of any direct membership
interests in Germantown Venture, LLC, an Alabama limited liability company and
the sole member of Fairway Sailpointe, LLC, to Fairway Investments, L.L.C., an
Alabama limited liability company, or an entity controlled by Fairway
Investments, L.L.C. is permitted so long as The Thompson Development Company,
Inc., an Alabama corporation, controls, directly or indirectly, Germantown
Venture, LLC and Fairway Investments, L.L.C. before and after such transfers.

      With respect to the mortgage loan secured by the mortgaged property
identified on Annex A to this prospectus supplement as 1900 Campus Walk,
representing approximately 0.2% of the Initial Mortgage Pool Balance and 0.2% of
the Initial Sub-pool 1 Balance, in connection with a conversion of a portion of
the office space subleased to Temple University into additional rooms for the
inn located on the mortgaged property (the "INN EXPANSION"), the equity owners
of the borrower may obtain a loan secured by their direct or indirect ownership
interests in the borrower, subject to the satisfaction of certain conditions
specified in the loan documents, including without limitation, that (i) the
borrower obtain the lender's prior written consent to the mezzanine loan, in the
lender's sole discretion; (ii) the amount of such mezzanine loan shall be
strictly limited to the costs of completing the Inn Expansion; (iii) the ratio
of the maximum principal balance of such mezzanine loan, plus the then
outstanding principal balance of the mortgaged loan to the fair market value of
the mortgaged property after giving affect to the Inn Expansion, does not exceed
85%; and (iv) the aggregate debt service coverage ratio after giving affect to
the Inn Expansion is not less than 1.15x, as determined by the lender.


                                      S-123



      With respect to the mortgage loans listed in the chart below, the related
Mortgage Loan Sellers have informed us that the direct and/or indirect equity
owners of the borrower are permitted to pledge its interest in the related
borrower as security for a mezzanine loan, subject to the satisfaction of
conditions contained in the related loan documents, including, among other
things, a combined maximum loan-to-value ratio and/or a combined minimum
debt-service coverage ratio, as listed below:



                                                                                  ACCEPTABLE
                                                      COMBINED                   INTERCREDITOR
                                     LOAN CUT-OFF    MAXIMUM LTV     COMBINED      AGREEMENT
            MORTGAGE LOAN            DATE BALANCE       RATIO      MINIMUM DSCR   REQUIRED(1)
- -----------------------------------  -------------   -----------   ------------  -------------

590 Madison Avenue.................  $ 350,000,000       45%          2.00x           Yes
Schron Industrial Portfolio(2).....  $ 305,000,000       80%          1.10x           Yes
TIAA RexCorp Long Island Portfolio.  $ 235,900,000       85%          1.00x           Yes
Peachtree Center...................  $ 207,600,000       85%          1.20x           Yes
Pickwick Plaza.....................  $ 200,000,000       80%          1.02x           Yes
Omni Marathon Reckson..............  $ 108,000,000       85%          1.00x           Yes
Lake Marriott and Orchard Parkway..  $ 107,250,000       80%          1.15x           Yes
51 JFK Parkway.....................  $  87,500,000       85%          1.00x           Yes
Savvis Data Center.................  $  68,000,000       80%          1.20x           Yes
Buckingham Portfolio...............  $  63,250,000       90%          1.05x           Yes
Hawaiian Retail Portfolio..........  $  63,000,000       80%          1.15x           Yes
Baybrook Gateway...................  $  41,000,000       75%          1.15x           Yes
Victoria Ward Warehouse & Plaza....  $  40,000,000       75%           (3)            Yes
Parmer Business Park...............  $  38,500,000       80%          1.15x           Yes
1305 Walt Whitman Road.............  $  35,000,000       85%          1.00x           Yes
Pines Center.......................  $  32,400,000       80%          1.10x           Yes
Arbrook Park Apartments............  $  29,000,000       80%          1.25x           Yes
Wisconsin Hotel Portfolio..........  $  27,940,000       80%          1.25x           Yes
Piazza Del Sol.....................  $  25,000,000       80%          1.15x           Yes
9350 Financial.....................  $  24,268,000       80%          1.20x           Yes
Midland Industrial Portfolio.......  $  24,050,000       N/A          1.00x           Yes
825 University.....................  $  19,000,000       N/A          1.00x           Yes
Southpark Corporate Center II......  $  18,000,000       N/A          1.00x           Yes
TBC Place..........................  $  16,850,000       85%          1.15x           Yes
Kihei Kalama.......................  $  16,000,000       80%          1.15x           Yes
1900 Campus Walk...................  $  13,900,000       85%          1.15x           Yes
Town Center Apartments.............  $  13,700,000       60%          1.20x           Yes
4411 West Olive Avenue.............  $  11,700,000       80%          1.20x           Yes
300 Main...........................  $  11,500,000       85%          1.10x           Yes
Orchard Centre.....................  $   9,300,000       75%          1.15x           Yes
University Business Park...........  $   8,500,000       80%           (4)            Yes
Stafford North Plaza...............  $   7,500,000       75%          1.20x           Yes
PETsMART Plaza.....................  $   6,500,000       85%          1.10x           Yes
Memorial Houston CVS...............  $   5,000,000       90%          1.00x           Yes
Centennial Square..................  $   4,975,000       85%          1.07x           Yes
Palmhurst Shopping Center..........  $   4,200,000       85%          1.10x           Yes


______________________

(1)   Reasonably acceptable to lender based upon (or subject to) criteria in
      related loan documents.

(2)   Permitted mezzanine debt is capped at $50,000,000.

(3)   The loan documents require a minimum DSCR calculated on the basis of
      actual loan constant of 1.20x and a minimum DSCR calculated on the basis
      of a 9% assumed loan constant of 1.05x.

(4)   The loan documents require a combined minimum DSCR of 1.10x and a minimum
      DSCR on the mortgage debt alone of 1.15x.

      Except as disclosed under this "--Other Financing" subsection, we are not
aware of any other mezzanine debt affecting borrowers under the mortgage loans
that we intend to include in the trust.


                                      S-124



      Additional debt, in any form, may cause a diversion of funds from property
maintenance and increase the likelihood that the borrower will become the
subject of a bankruptcy proceeding. See "Risk Factors--Subordinate Debt
Increases the Likelihood That a Borrower Will Default on a Mortgage Loan
Underlying Your Offered Certificates" and "Legal Aspects of Mortgage
Loans--Subordinate Financing" in the accompanying prospectus.

      Zoning and Building Code Compliance. In connection with the origination of
each mortgage loan that we intend to include in the trust, the related
originator examined whether the use and operation of the mortgaged property were
in material compliance with zoning, land-use, building, fire and safety
ordinances, rules, regulations and orders then applicable to that property.
Evidence of this compliance may have been in the form of legal opinions,
surveys, recorded documents, letters from government officials or agencies,
title insurance endorsements, engineering or consulting reports and/or
representations by the related borrower. Where the property as currently
operated is a permitted nonconforming use and/or structure and the improvements
may not be rebuilt to the same dimensions or used in the same manner in the
event of a major casualty, the related originator--

      o     determined that any major casualty that would prevent rebuilding has
            a sufficiently remote likelihood of occurring;

      o     determined that casualty insurance proceeds would be available in an
            amount estimated by the originator to be sufficient to pay off the
            related mortgage loan in full;

      o     determined that the mortgaged property, if permitted to be repaired
            or restored in conformity with current law, would in the
            originator's judgment constitute adequate security for the related
            mortgage loan; and/or

      o     required law and ordinance insurance.

      Lockboxes. Eighty-eight mortgage loans, representing approximately 83.0%
of the Initial Mortgage Pool Balance, of which 80 mortgage loans are in sub-pool
1, representing approximately 84.6% of the Initial Sub-pool 1 Balance, and 8
mortgage loans are in sub-pool 2, representing approximately 62.8% of the
Initial Sub-pool 2 Balance, generally provide that all rents and other income
derived from the related mortgaged properties will be paid into one of the
following types of lockboxes:

      o     HARD LOCKBOX. With respect to 69 mortgage loans, representing
            approximately 74.8% of the Initial Mortgage Pool Balance, of which
            68 mortgage loans are in sub-pool 1, representing approximately
            80.1% of the Initial Sub-pool 1 Balance, and 1 mortgage loan is in
            sub-pool 2, representing approximately 10.1% of the Initial Sub-pool
            2 Balance, the related borrower is required to direct the tenants to
            pay rents directly to a lockbox account controlled by the lender.
            With respect to hospitality properties that have a hard lockbox,
            although cash or "over-the-counter" receipts are deposited into the
            lockbox account by the manager of the related mortgaged property,
            credit card receivables are required to be deposited directly into
            the hard lockbox account.

      o     SPRINGING LOCKBOX. With respect to 1 mortgage loan, representing
            approximately 1.5% of the Initial Mortgage Pool Balance, in sub-pool
            1, representing approximately 1.6% of the Initial Sub-pool 1
            Balance, the related borrower is required to cause all rents, credit
            card receipts, accounts, receivables, payments and other income
            derived from the related mortgaged properties to be directly
            deposited into a lockbox account controlled by the lender upon the
            occurrence of one or more trigger events specified in the loan
            documents. With respect to hospitality properties that have a
            springing lockbox, cash or "over-the-counter" receipts are deposited
            into the lockbox account by the manager of the related mortgaged
            property upon the occurrence of one or more trigger events specified
            in the loan documents.

      o     SOFT LOCKBOX. With respect to 18 mortgage loans, representing
            approximately 6.7% of the Initial Mortgage Pool Balance, of which 11
            mortgage loans are in sub-pool 1, representing approximately 3.0% of
            the Initial Sub-pool 1 Balance, and 7 mortgage loans are in sub-pool
            2, representing approximately 52.7% of the Initial Sub-pool 2
            Balance, the related borrower is required to deposit or cause the
            property manager to deposit all rents collected into a lockbox
            account.


                                      S-125



      Cash Management.  With respect to lockbox accounts, funds deposited into
the lockbox account are disbursed either:

      o     in accordance with the related loan documents to satisfy the
            borrower's obligation to pay, among other things, current debt
            service payments, taxes and insurance and reserve account deposits
            with the remainder disbursed to the borrower (referred to as
            "in-place" cash management); or

      o     to the borrower on a daily or other periodic basis, until the
            occurrence of a triggering event, following which the funds will be
            disbursed to satisfy the borrower's obligation to pay, among other
            things, debt service payments, taxes and insurance and reserve
            account deposits (referred to as "springing" cash management).

      Examples of triggering events may include:

      o     a decline, by more than a specified amount, in the net operating
            income of the related mortgaged property; or

      o     a failure to meet a specified debt-service coverage ratio; or

      o     a failure to satisfy a condition specified in the related loan
            documents; or

      o     an event of default under the related loan documents.

      The mortgage loans provide for cash management as follows:



                                             % OF      NUMBER OF                 NUMBER OF
                              NUMBER OF    INITIAL      MORTGAGE   % OF INITIAL   MORTGAGE   % OF INITIAL
                              MORTGAGE     MORTGAGE     LOANS IN    SUB-POOL 1    LOANS IN    SUB-POOL 2
  TYPE OF CASH MANAGEMENT       LOANS    POOL BALANCE  SUB-POOL 1    BALANCE     SUB-POOL 2    BALANCE
- ----------------------------  ---------  ------------  ----------  ------------  ----------  ------------

Springing...................     58         39.8%          52         39.1%          6          48.2%
In-place....................     29         37.8%          27         39.7%          2          14.6%


In addition, certain of the mortgage loans include a "cash trap" feature under
which, upon a triggering event such as those listed above, excess cash will not
be released from the lender controlled account to the borrower; rather, the
lender will be permitted to retain such excess cash as additional collateral for
the mortgage loan or, in certain cases, the lender may apply such excess cash as
a prepayment of the mortgage loan. Generally, such prepayment will not require
yield maintenance. The pooling and servicing agreement will provide that the
master servicer will not be permitted to apply any of such excess funds to the
prepayment of the mortgage loan without the consent of the special servicer.

      Property, Liability and Other Insurance. Although exceptions exist, such
as in cases where tenants are permitted to self-insure, the loan documents for
each of the mortgage loans that we intend to include in the trust generally
require the related borrower to maintain or cause to be maintained with respect
to the corresponding mortgaged property the following insurance coverage--

      o     property insurance in an amount that generally is, subject to a
            customary deductible, at least equal to the lesser of--

            1. the outstanding principal balance of the subject mortgage loan
            (or, in the case of a Loan Group, the outstanding principal balance
            of the Loan Group), and

            2. the full insurable replacement cost of the improvements located
            on the insured property;

      o     if any portion of the improvements at the property was in an area
            identified in the federal register by the Federal Emergency
            Management Agency as having special flood hazards, flood insurance
            meeting the requirements of the Federal Insurance Administration
            guidelines, if available, in an amount that is equal to the lesser
            of--


                                      S-126



            1. the outstanding principal balance of the subject mortgage loan
            (or, in the case of a Loan Group, the outstanding principal balance
            of the Loan Group),

            2. the full insurable value of the improvements on the insured
            property that are located in the area identified as having specific
            flood hazards,

            3. the maximum amount of insurance available under the National
            Flood Insurance Act of 1968, and

            4. the full replacement cost of the improvements located on the
            mortgaged property;

      o     comprehensive general liability insurance against claims for
            personal and bodily injury, death or property damage occurring on,
            in or about the insured property, in such an amount as is generally
            required by reasonably prudent commercial lenders with respect to
            properties similar to the mortgaged properties in similar locales;
            and

      o     business interruption or rent loss insurance in an amount not less
            than the projected rental income or revenue from the insured
            property for at least 12 months.

      Substantially all of the mortgage loans that we intend to include in the
trust provide that either (a) the borrowers are required to maintain full or
partial insurance coverage for property damage to the related mortgaged property
against certain acts of terrorism (except that the requirement to obtain such
insurance coverage may be subject to, in certain instances, the commercial
availability of that coverage, certain limitations with respect to the cost
thereof and/or whether such hazards are at the time commonly insured against for
property similar to such mortgaged properties and located in or around the
region in which such mortgaged property is located) or (b) the borrowers are
required to provide such additional insurance coverage as lender may reasonably
require to protect its interests or to cover such hazards as are commonly
insured against for similarly situated properties. Substantially all of the
borrowers have obtained the required insurance against damage caused by
terrorism; however, most of these policies have exclusions from coverage for
damage caused by nuclear, chemical or biological events.

      The mortgaged properties for the mortgage loans that we intend to include
in the trust, including certain of those properties located in California, are
generally not insured against earthquake risks. A seismic assessment was
conducted with respect to each mortgaged property that is located in California
or in seismic zone 3 or 4. The seismic reports concluded that such mortgaged
properties were not likely to experience a probable maximum or bounded loss in
excess of 20% of the estimated replacement cost of the improvements as a result
of an earthquake and, therefore, neither of the borrowers nor any tenant
occupying an entire mortgaged property was required to obtain earthquake
insurance. It should be noted, however, that because the seismic assessments may
not necessarily have used the same assumptions in assessing probable maximum
loss, it is possible that some of the mortgaged properties that were considered
unlikely to experience a probable maximum loss in excess of 20% of estimated
replacement cost might have been the subject of a higher estimate had different
assumptions been used.

      Various forms of insurance are maintained with respect to any of the
mortgaged properties for the mortgage loans included in the trust, including
casualty insurance, environmental insurance and earthquake insurance, may be
provided under a blanket insurance policy. That blanket insurance policy will
also cover other properties, some of which may not secure loans in the trust. As
a result of total limits under any of those blanket policies, losses at other
properties covered by the blanket insurance policy may reduce the amount of
insurance coverage with respect to a property securing one of the loans in the
trust. See "Risk Factors--Lack of Insurance Coverage Exposes a Trust to Risk for
Particular Special Hazard Losses" in the accompanying prospectus.

      The applicable originator(s) and its successors and assigns are the
beneficiaries under separate title insurance policies with respect to each
mortgage loan that we intend to include in the trust. Each title insurer may
enter into such co insurance and reinsurance arrangements with respect to the
title insurance policy as are customary in the title insurance industry. Subject
to standard exceptions, including those regarding claims made in the context of
insolvency proceedings, each title insurance policy will provide coverage to the
trustee (indirectly in the case of the Non-Serviced Trust Loans) for the benefit
of the series 2007-GG9 certificateholders for claims made against the trustee
regarding the priority and validity of the borrowers' title to the subject
mortgaged property.


                                      S-127



ASSESSMENTS OF PROPERTY CONDITION

      Property Inspections. Each of the mortgaged properties securing a mortgage
loan that we intend to include in the trust was inspected in connection with the
origination or acquisition of that mortgage loan to assess its general
condition.

      Appraisals. Each of the mortgaged properties securing a mortgage loan that
we intend to include in the trust was appraised by a state certified appraiser
or an appraiser belonging to the Appraisal Institute. Those appraisals were
conducted in accordance with the Appraisal Foundation's Uniform Standards of
Professional Appraisal Practices. Each of those appraisals was conducted within
12 months of the origination of the related mortgage loan that we intend to
include in the trust. The resulting appraised values and the dates of those
appraisals are indicated on Annex A to this prospectus supplement. Each of the
resulting appraisal reports or a separate letter contains a statement by the
appraiser stating that the guidelines in Title XI of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989 were followed in preparing the
appraisal. We have not independently verified the accuracy of that statement
with respect to any of those properties.

      The primary purpose of each of those appraisals was to provide an opinion
of the fair market value of the related mortgaged property. In general,
appraisals represent the analysis and opinion of qualified appraisers and are
not guarantees of present or future value. There can be no assurance that
another appraiser would have arrived at the same opinion of value. Moreover,
Appraisals seek to establish the amount a typically motivated buyer would pay a
typically motivated seller and, in certain cases, may have taken into
consideration the purchase price paid by the borrower. The amount could be
significantly higher than the amount obtained from the sale of a mortgaged
property in a distress or liquidation sale. Information regarding the appraised
values of the mortgaged properties (including loan-to-value ratios) presented in
this prospectus supplement is not intended to be a representation as to the
past, present or future market values of the mortgaged properties. Historical
operating results of the mortgaged properties used in these appraisals may not
be comparable to future operating results. In addition, other factors may impair
the mortgaged properties' value without affecting their current net operating
income, including:

      o     changes in governmental regulations, zoning or tax laws;

      o     potential environmental or other legal liabilities;

      o     the availability of refinancing; and

      o     changes in interest rate levels.

      Environmental Assessments. A third-party consultant conducted a Phase I
environmental assessment or updated a previously conducted Phase I environmental
site assessment with respect to each mortgaged property. In all, such
assessments or updates were completed during the 12-month period ending on the
cut-off date.

      The environmental testing conducted at any particular mortgaged property
did not necessarily cover all potential environmental issues. For example, tests
for radon, lead-based paint and lead in drinking water were performed in most
instances only at multifamily rental properties and only when the originator(s)
of the related mortgage loan or the environmental consultant involved believed
this testing was warranted under the circumstances.

      The above-described environmental assessments may have identified various
adverse or potentially adverse environmental conditions at the respective
mortgaged properties. In cases where the testing identified the presence of
asbestos-containing materials, lead-based paint and/or radon, the environmental
consultant generally recommended, and the related loan documents generally
required:

      o     the continuation or the establishment of an operation and
            maintenance plan to address the issue, or

      o     the implementation of a remediation program.

      If the particular asbestos-containing materials or lead-based paint was in
poor condition, then this could result in a claim for damages by any party
injured by the condition.


                                      S-128



      In cases where the environmental assessment identified an adverse or
potentially adverse environmental condition at the mortgaged property, the
related originator(s) of the mortgage loan generally required the related
borrower:

      o     to carry out the specific remedial measures prior to closing if no
            third party was identified as being responsible for the remediation;
            or

      o     to carry out the specific remedial measures post-closing and deposit
            with the lender a cash reserve in an amount generally equal to 100%
            to 125% of the estimated cost to complete the remedial measures; or

      o     to monitor the environmental condition and/or to carry out
            additional testing, in the manner and within the time frame
            specified in the related loan documents; or

      o     to obtain environmental insurance (which contains specific coverage
            limits and deductibles and which may not be sufficient to cover all
            losses from certain environmental conditions); or

      o     to provide an environmental indemnity.

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

      In some cases, the environmental consultant did not recommend that any
action be taken with respect to a potential adverse environmental condition at a
mortgaged property because a responsible party with respect to that condition
had already been identified. There can be no assurance, however, that such a
responsible party will be willing or financially able to address the subject
condition.

      In several cases, the environmental assessment for a mortgaged property
identified environmental problems at nearby properties. Such assessment
generally indicated, however, that--

      o     the mortgaged property had not been affected or had been minimally
            affected,

      o     the potential for the problem to affect the mortgaged property was
            limited, or

      o     a person responsible for remediation had been identified.

      See "Risk Factors--Risks Related to the Underlying Mortgage Loans--Lending
on Income-Producing Real Properties Entails Environmental Risk" in this
prospectus supplement.

      The information provided by us in this prospectus supplement regarding
environmental conditions at the respective mortgaged properties is based on the
results of the environmental assessments referred to in this "--Environmental
Assessments" subsection and has not been independently verified by us, the
underwriters or any of our or their respective affiliates.

      There can be no assurance that the environmental assessments referred to
above identified all environmental conditions and risks at, or that any
environmental conditions will not have a material adverse effect on the value of
or cash flow from, one or more of the mortgaged properties securing the mortgage
loans.

      Engineering Assessments. In connection with the origination process, each
mortgaged property securing the mortgage loans that we intend to include in the
trust, was inspected by an engineering firm to assess the structure, exterior
walls, roofing, interior structure and mechanical and electrical systems. The
resulting reports indicated deferred maintenance items and/or recommended
capital improvements with respect to some of those mortgaged properties. In
cases where the cost of repair was deemed material, the related borrowers were
generally required to deposit with the lender an amount generally equal to 125%
of the engineering firm's estimated cost of the recommended repairs, corrections
or replacements to assure their completion or in some cases to have the repairs
guaranteed by the sponsor or parent of the borrower in lieu of reserves.


                                      S-129



ASSIGNMENT OF THE UNDERLYING MORTGAGE LOANS

      On or before the date of initial issuance of the offered certificates, the
following transfers of the underlying mortgage loans will occur. In each case,
the transferor will assign the mortgage loans to be included in the trust,
without recourse (other than the repurchase obligation of the applicable
Mortgage Loan Seller in connection with a breach of a representation or a
warranty with respect to a mortgage loan sold by it), to the transferee.

                            -------------------------
                              Mortgage Loan Sellers

                                      GCFP
                                 $3,099,004,714

                                      GSMC
                                 $2,836,419,150

                            GCFP and Lehman, Jointly
                                  $640,500,000
                            -------------------------
                                        |
                                        |  All mortgage loans
                                        |    $6,575,923,864
                                        |
                            -------------------------

                                Greenwich Capital
                            Commercial Funding Corp.

                            -------------------------
                                        |
                                        |  All mortgage loans
                                        |    $6,575,923,864
                                        |
                            -------------------------
                            Commercial Mortgage Trust
                                    2007-GG9
                            -------------------------

      In connection with the foregoing transfers, the Mortgage Loan Sellers will
be required to deliver to the trustee the following documents, among others,
with respect to each mortgage loan, other than the Non-Serviced Trust Loan:

      o     either--

            1. the original promissory note evidencing that mortgage loan, or

            2. if the original promissory note has been lost, a copy of that
            note, together with a lost note affidavit and indemnity;

      o     the original or a copy of the mortgage instrument, together with
            originals or copies of any intervening assignments of the mortgage
            instrument;

      o     the original or a copy of the co-lender agreement or intercreditor
            agreement, if such mortgage loan is part of a split loan structure;

      o     the original or a copy of any separate assignment of leases and
            rents, together with originals or copies of any intervening
            assignments of that assignment of leases and rents;


                                      S-130



      o     either--

            1. an executed assignment of the mortgage instrument in favor of the
            trustee, in recordable form except for missing recording information
            relating to that mortgage instrument, or

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

      o     either--

            1. an executed assignment of any separate assignment of leases and
            rents in favor of the trustee, in recordable form except for missing
            recording information relating to that assignment of leases and
            rents, or

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

      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
            "marked-up" commitment for title insurance or a pro forma policy.

      With respect to the Non-Serviced Loan Group, LaSalle Bank National
Association, as the trustee under the 2006-LDP9 PSA will hold the original
documents related to such Loan Groups for the benefit of the 2006-LDP9 Trust and
the trust fund formed by the pooling and servicing agreement for this
transaction, other than the related note that is not an asset of the trust fund
formed by the 2006-LDP9 PSA, which will be held by the trustee under the pooling
and servicing agreement for this transaction.

      The trustee, either directly or through a custodian, is required to hold
all of the documents delivered to it with respect to the mortgage loans in the
trust, in trust for the benefit of the series 2007-GG9 certificateholders.
Within a specified period of time following that delivery, the trustee, directly
or through a custodian, will be further required to conduct a review of those
documents. The scope of the trustee's review of those documents will, in
general, be limited solely to confirming that they have been received. None of
the trustee, the master servicer, the special servicer or any custodian is under
any duty or obligation to inspect, review or examine any of the documents
relating to the mortgage loans to determine whether the document is valid,
effective, enforceable, in recordable form or otherwise appropriate for the
represented purpose.

      If, as provided in the pooling and servicing agreement--

      o     any of the above-described documents required to be delivered by the
            applicable Mortgage Loan Seller to the trustee is not delivered or
            is otherwise defective, and

      o     that omission or defect materially and adversely affects the
            interests of the series 2007-GG9 certificateholders in the subject
            loan,

then the omission or defect will constitute a material document defect as to
which the trust will have the rights against the applicable Mortgage Loan
Seller, as applicable, described under "--Cures and Repurchases" below.

      Within a specified period following the later of--

      o     the date on which the offered certificates are initially issued, and

      o     the date on which all recording information necessary to complete
            the subject document is received by the trustee,

the trustee will be required to submit for recording in the real property
records of the applicable jurisdiction each of the assignments of recorded loan
documents in favor of the trustee described above (other than with respect to
the Non-Serviced Loan Group). Because most of the mortgage loans that we intend
to include in the trust are newly originated, many of those assignments cannot
be completed and recorded until the related mortgage and/or assignment of leases
and rents, reflecting the necessary recording information, is returned from the
applicable recording office.


                                      S-131



REPRESENTATIONS AND WARRANTIES

      As of the date of initial issuance of the offered certificates, each of
the Mortgage Loan Sellers will make with respect to each mortgage loan sold by
it that we include in the trust, representations and warranties generally to the
effect described below, together with any other representations and warranties
as may be required by the applicable rating agencies as set forth and subject to
the exceptions described in the related mortgage loan purchase agreement:

      o     The information pertaining to the mortgage loan set forth in the
            loan schedule attached to the pooling and servicing agreement is
            true and accurate in all material respects as of the cut-off date
            and contains all information required by the pooling and servicing
            agreement to be contained therein.

      o     Prior to the sale of the mortgage loan to the depositor, the
            Mortgage Loan Seller was the owner of such mortgage loan, had good
            title to it, had full right, power and authority to sell, assign and
            transfer such mortgage loan and has transferred such mortgage loan
            free and clear of any and all liens, pledges and security interests
            of any nature encumbering such mortgage loan other than with respect
            to loans in a split loan structure, the applicable companion loans.

      o     As of the date of its origination, the mortgage loan complied in all
            material respects with, or was exempt from, all requirements of
            federal, state or local law relating to the origination of the
            mortgage loan, including applicable usury laws.

      o     The proceeds of the mortgage loan have been fully disbursed (except
            in those cases where the full amount of the mortgage loan has been
            disbursed but a portion thereof is being held in escrow or reserve
            accounts pending the satisfaction of certain conditions relating to
            leasing, repairs or other matters with respect to the mortgaged
            property), and there is no requirement for future advances.

      o     The promissory note, each mortgage instrument, and each assignment
            of leases and rents, if any, with respect to the mortgage loan is
            the legal, valid and binding obligation of the maker thereof,
            subject to any nonrecourse provisions in the particular document and
            any state anti-deficiency legislation, and is enforceable in
            accordance with its terms, except that (1) such enforcement may be
            limited by (a) bankruptcy, insolvency, receivership, reorganization,
            liquidation, redemption, moratorium and/or other similar laws and
            (b) by general principles of equity, regardless of whether that
            enforcement is considered in a proceeding in equity or at law, and
            (2) certain provisions in the subject agreement or instrument may be
            further limited or rendered unenforceable by applicable law, but
            those limitations will not render the subject agreement or
            instrument invalid as a whole or substantially interfere with the
            mortgagee's realization of the benefits provided by the subject
            agreement or instrument.

      o     Each related mortgage instrument is a valid and, subject to the
            exceptions and limitations in the preceding bullet, enforceable
            first lien on the related mortgaged property, except for Permitted
            Encumbrances and, with respect to mortgage loans with a split loan
            structure, the applicable companion loan. The Permitted Encumbrances
            do not, individually or in the aggregate, materially and adversely
            interfere with the security intended to be provided by the related
            mortgage instrument, the current principal use of the related
            mortgaged property or the current ability of the related mortgaged
            property to pay its obligations under the subject mortgage loan when
            they become due (other than a balloon payment, which would require a
            refinancing).

      o     Subject to the exceptions and limitations on enforceability in the
            second preceding bullet, there is no valid offset, defense,
            counterclaim or right of rescission with respect to the promissory
            note or any related mortgage instrument or other agreement executed
            by the related borrower in connection with the mortgage loan.

      o     The assignment of each related mortgage instrument in favor of the
            trustee (or in the case of the Non-Serviced Trust Loan, the
            assignment in favor of the current holder of the mortgage)
            constitutes the legal, valid, binding and, subject to the
            limitations and exceptions in the third preceding bullet,
            enforceable assignment of that mortgage instrument to the trustee.


                                      S-132



      o     All real estate taxes and governmental assessments that prior to the
            cut-off date became due and payable in respect of, and materially
            affect, any related mortgaged property, have been paid or are not
            yet delinquent, or an escrow of funds in an amount sufficient to
            cover those payments has been established.

      o     To the actual knowledge of the Mortgage Loan Seller, there is no
            proceeding pending for total or partial condemnation of each related
            mortgaged property that materially affects its value, and each
            related mortgaged property was free of material damage. With respect
            to the mortgaged properties that are located in counties in Alabama,
            Louisiana or Texas that, as of the cut-off date, are listed on the
            FEMA website as having been designated by FEMA for Individual
            Assistance or Public Assistance following Hurricane Katrina or
            Hurricane Rita, as of the cut-off date, there is no material damage.

      o     To the actual knowledge of the Mortgage Loan Seller, except where a
            tenant under a lease is permitted to self-insure, all insurance
            required under the mortgage loan was in full force and effect with
            respect to each related mortgaged property.

      o     As of the date of initial issuance of the offered certificates, the
            mortgage loan is not 30 days or more past due in respect of any
            scheduled payment of principal and/or interest.

      o     The related borrower is not a debtor in any bankruptcy,
            reorganization, insolvency or comparable proceeding.

      If, as provided in the pooling and servicing agreement--

      o     there exists a breach of any of the above-described representations
            and warranties made by the applicable Mortgage Loan Seller, and

      o     that breach materially and adversely affects (or in certain cases is
            deemed to materially and adversely affect) the interests of the
            series 2007-GG9 certificateholders in the subject mortgage loan,

then that breach will be a material breach as to which the trust will have the
rights against the applicable Mortgage Loan Seller, as applicable, described
under "--Cures and Repurchases" below.

CURES AND REPURCHASES

      If there exists a material breach of any of the representations and
warranties made by the applicable Mortgage Loan Seller with respect to any of
the mortgage loans sold by it, as discussed under "--Representations and
Warranties" above, or if there exists a material document defect with respect to
any mortgage loan sold by it, as discussed under "--Assignment of the Underlying
Mortgage Loans" above, then the applicable Mortgage Loan Seller, as applicable,
will be required either:

      o     to remedy that material breach or material document defect, as the
            case may be, in all material respects, or

      o     to repurchase the affected mortgage loan at a price generally equal
            to the sum of--

            1. the unpaid principal balance of that mortgage loan at the time of
            purchase, plus

            2. all unpaid interest, other than Default Interest, due with
            respect to that mortgage loan pursuant to the related loan documents
            through the due date in the collection period of purchase, plus

            3. all unreimbursed servicing advances relating to that mortgage
            loan, plus

            4. all unpaid interest accrued on advances made by the master
            servicer, the special servicer and/or the trustee with respect to
            that mortgage loan, plus

            5. to the extent not otherwise covered by clause 4. of this bullet,
            all special servicing fees (including all unpaid workout fees and
            liquidation fees due to the special servicer) and other Additional
            Trust Fund Expenses related to that mortgage loan, plus


                                      S-133



            6. if the affected mortgage loan is not repurchased by the mortgage
            loan seller within the applicable cure period (generally 90 days
            after discovery by or notice to the applicable mortgage loan seller
            of such breach or defect, plus, in certain cases, an additional 90
            days as described in the next paragraph), a liquidation fee in
            connection with such repurchase (to the extent such fee is payable
            under the terms of the pooling and servicing agreement).

      The time period within which the applicable Mortgage Loan Seller must
complete that remedy or repurchase will generally be limited to 90 days
following the earlier of the responsible party's discovery or receipt of notice
of the subject material breach or material document defect, as the case may be.
However, if the applicable Mortgage Loan Seller is diligently attempting to
correct the problem, then, with limited exception, it will be entitled to an
additional 90 days (or more in the case of a material document defect resulting
from the failure of the responsible party to have received the recorded
documents) to complete that remedy or repurchase.

      If a material breach or a material document defect exists with respect to
any mortgage loan (i) that is cross-collateralized with one or more other
mortgage loans in the trust and the cross-collateralization can be terminated,
or (ii) that is secured by a portfolio of mortgaged properties, then the
applicable Mortgage Loan Seller will be permitted, subject to specified
conditions including no adverse tax consequence for the trust, to repurchase
only the affected mortgage loan or mortgaged property. Otherwise, such entire
cross-collateralized group will be treated as a single mortgage loan for
purposes of--

      o     determining the materiality of the subject breach or document
            defect, and

      o     the repurchase remedy.

      The cure/repurchase obligations described above will constitute the sole
remedy available to the series 2007-GG9 certificateholders in connection with a
material breach of any representations or warranties or a material document
defect with respect to any mortgage loan in the trust. None of the depositor,
the underwriters, the master servicer, the special servicer, the trustee, any
other Mortgage Loan Seller nor any other person will be obligated to repurchase
any affected mortgage loan in connection with a material breach of any of the
representations and warranties or a material document defect if the applicable
Mortgage Loan Seller defaults on its obligations to do so. There can be no
assurance that the applicable Mortgage Loan Seller will have sufficient assets
to repurchase a mortgage loan if required to do so. If the breach or defect
relates to the mortgage loan jointly originated by GCFP and Lehman, each of GCFP
and Lehman will be obligated to take these remedial actions only with respect to
the portion of that mortgage loan sold by it. Therefore, it is possible that
under certain circumstances only one of those two Mortgage Loan Sellers will
repurchase or otherwise comply with the foregoing obligations.

CHANGES IN MORTGAGE POOL CHARACTERISTICS

      The description in this prospectus supplement of the Mortgage Pool is
based upon the Mortgage Pool as it is expected to be constituted at the time the
offered certificates are issued, with adjustments for the monthly debt service
payments due on the mortgage loans on or before the cut-off date. Prior to the
issuance of the offered certificates, one or more mortgage loans may be removed
from the Mortgage Pool if we consider the removal necessary or appropriate. A
limited number of other mortgage loans may be included in the Mortgage Pool
prior to the issuance of the offered certificates, unless including those
mortgage loans would materially alter the characteristics of the Mortgage Pool
as described in this prospectus supplement. We believe that the information in
this prospectus supplement will be generally representative of the
characteristics of the Mortgage Pool as it will be constituted at the time the
offered certificates are issued. However, the range of mortgage interest rates
and maturities, as well as the other characteristics of the mortgage loans
included in the trust described in this prospectus supplement, may vary, and the
actual Initial Mortgage Pool Balance may be as much as 5% larger or smaller than
the Initial Mortgage Pool Balance specified in this prospectus supplement.

      A current report on Form 8-K will be available to purchasers of the
offered certificates on or shortly after the date of initial issuance of the
offered certificates. We will file that current report on Form 8-K, together
with the pooling and servicing agreement as an exhibit, with the SEC after the
initial issuance of the offered certificates. If mortgage loans are removed from
or added to the Mortgage Pool, that removal or addition will be noted in that
current report on Form 8-K.


                                      S-134



               SERVICING UNDER THE POOLING AND SERVICING AGREEMENT

GENERAL

      The pooling and servicing agreement will govern the servicing and
administration of the mortgage loans in the trust (other than the Non-Serviced
Trust Loan) as well as the servicing and administration of the Companion Loans
(other than the Non-Serviced Companion Loan), and any REO Properties acquired by
the trust as a result of foreclosure or other similar action. The following
summaries describe some of the provisions of the pooling and servicing agreement
relating to the servicing and administration of those mortgage loans and REO
Properties. You should also refer to the accompanying prospectus, in particular
the section captioned "Description of the Governing Documents" for additional
important information regarding provisions of the pooling and servicing
agreement that relate to the rights and obligations of the master servicer and
the special servicer.

      The pooling and servicing agreement provides that, except for the
Non-Serviced Loan Group, the master servicer and the special servicer must each
service and administer the mortgage loans and the Companion Loans and any REO
Properties in the trust, directly or through the primary servicer or
sub-servicers, in accordance with--

      o     any and all applicable laws,

      o     the express terms of the pooling and servicing agreement and, in the
            case of the Loan Groups, the related co-lender agreement,

      o     the express terms of the subject mortgage loans, and

      o     to the extent consistent with the foregoing, the Servicing Standard.

      In general, the master servicer will be responsible for the servicing and
administration of each mortgage loan and the Companion Loans (other than the
Non-Serviced Loan Group)--

      o     as to which no Servicing Transfer Event has occurred, or

      o     that is a worked-out mortgage loan as to which no new Servicing
            Transfer Event has occurred.

      The special servicer, on the other hand, will be responsible for the
servicing and administration of each mortgage loan and each Companion Loan
(other than the Non-Serviced Loan Group) as to which a Servicing Transfer Event
has occurred and which has not yet become a worked-out mortgage loan with
respect to that Servicing Transfer Event. The special servicer will also be
responsible for the administration of each REO Property acquired by the trust.

      Despite the foregoing, the pooling and servicing agreement will require
the master servicer to continue to collect information and prepare all reports
to the trustee required to be collected or prepared with respect to any
specially serviced mortgage loans and, otherwise, to render other incidental
services with respect to any such specially serviced assets to the extent
provided in the pooling and servicing agreement. In addition, the special
servicer will perform limited duties and have certain approval rights regarding
servicing actions with respect to non-specially serviced mortgage loans. Neither
the master servicer nor the special servicer will have responsibility for the
performance by the other of its respective obligations and duties under the
pooling and servicing agreement.

      The master servicer will transfer servicing of a mortgage loan (other than
the Non-Serviced Loan Group) to the special servicer upon the occurrence of a
Servicing Transfer Event with respect to that mortgage loan. The special
servicer will return the servicing of that mortgage loan to the master servicer,
and that mortgage loan will be considered to have been worked out, if and when
all Servicing Transfer Events with respect to that mortgage loan cease to exist.
In the case of any Loan Group (other than the Non-Serviced Loan Group), the
occurrence of a Servicing Transfer Event with respect to any mortgage loan in
the Loan Group will automatically result in the occurrence of a Servicing
Transfer Event with respect to the other loans in the Loan Group.


                                      S-135



      The Non-Serviced Loan Group is being serviced and administered in
accordance with the 2006-LDP9 PSA (and all decisions, consents, waivers,
approvals and other actions on the part of the holders of the Non-Serviced Loan
Group will be effected in accordance with the 2006-LDP9 PSA and related
intercreditor agreements). Consequently, the servicing provisions set forth in
this prospectus supplement and the administration of accounts will not be
applicable to the Non-Serviced Loan Group, but instead the servicing and
administration of the Non-Serviced Loan Group will be governed by the 2006-LDP9
PSA.

      The 2006-LDP9 PSA provides or will provide for servicing transfer events
that are similar but not identical to those set forth in this prospectus
supplement. Upon the occurrence of a servicing transfer event under the
2006-LDP9 PSA, servicing of the Non-Serviced Trust Loan and its related
Non-Serviced Companion Loan will be transferred to the related special servicer.

      Some of the mortgage loans that we intend to include in the trust are
currently being serviced by third-party servicers that are entitled to and will
become sub-servicers of these loans on behalf of the master servicer. Neither
the trustee nor any other successor master servicer may terminate the
sub-servicing agreement for any of those sub-servicers without cause.

      In general, for so long as any mortgage loan that is part of a Loan Group
is included in the trust (other than the Non-Serviced Loan Group), the related
Companion Loan will be serviced and administered under the pooling and servicing
agreement generally as if it was a mortgage loan included in the trust.

SERVICING OF THE NON-SERVICED LOAN GROUP

      Merchandise Mart. The Non-Serviced Loan Group and any related REO property
are being serviced under the 2006-LDP9 PSA. The 2006-LDP9 PSA provides for
servicing in a manner acceptable for rated transactions similar in nature to
this securitization. The servicing arrangements under the 2006-LDP9 PSA are
generally similar to, but not identical to, the servicing arrangements under the
pooling and servicing agreement for this transaction.

      In that regard:

      o     The 2006-LDP9 Master Servicer is Wachovia Bank, National Association
            and the 2006-LDP9 Special Servicer is LNR Partners, Inc. with
            respect to the servicing of the Non-Serviced Loan Group.

      o     The 2006-LDP9 Trustee will be the mortgagee of record for the
            Non-Serviced Loan Group.

      o     The master servicer, the special servicer or the trustee under the
            pooling and servicing agreement for this transaction will have no
            obligation or authority to supervise the 2006-LDP9 Master Servicer,
            the 2006-LDP9 Special Servicer or the 2006-LDP9 Trustee or to make
            servicing advances with respect to the Non-Serviced Loan Group. The
            obligation of the master servicer and the special servicer to
            provide information and collections to the trustee and the series
            2007-GG9 certificateholders with respect to the Non-Serviced Loan
            Group will be dependent on their receipt of the corresponding
            information and collections from the 2006-LDP9 Master Servicer or
            the 2006-LDP9 Special Servicer, as applicable.

      o     The 2006-LDP9 Master Servicer will make servicing advances and remit
            collections on the Non-Serviced Trust Loan to or on behalf of the
            trust, but will not make P&I advances.

      o     The master servicer will be required to make P&I advances on the
            Non-Serviced Trust Loan, unless it has determined that such advances
            would not be recoverable from collections on that Trust Loan. The
            master servicer will be required to rely on a determination by the
            2006-LDP9 Master Servicer that a P&I advance with respect to the
            Non-Serviced Trust Loan is nonrecoverable.

      o     Pursuant to the 2006-LDP9 PSA, the workout fee and liquidation fee
            with respect to each of the Non-Serviced Trust Loan will be 1.0% and
            1.0%, respectively.

      o     With respect to the Non-Serviced Loan Group, the majority
            certificateholder of the controlling class for this transaction will
            be able to consult on a non-binding basis with the 2006-LDP9 Special
            Servicer with respect to certain proposed actions to be taken by the
            2006-LDP9 Master Servicer or the 2006-LDP9 Special


                                      S-136



            Servicer. See "--The Directing Holders--Non-Serviced Loan Groups"
            below in this prospectus supplement.

      o     With respect to the Non-Serviced Loan Group, the 2006-LDP9 Special
            Servicer may be removed as special servicer, for cause or without
            cause, by the holder of the certificates representing a majority
            interest in the controlling class of the series 2007-GG9
            certificates, subject to rating agency confirmation that such
            appointment would not result in the downgrade, withdrawal or
            qualification of the then current ratings of the series 2006-LDP9
            certificates and the series 2007-GG9 certificates.

      See "--Servicing Advances--Non-Serviced Loan Groups" and "--Fair Value
      Option--Non-Serviced Loan Groups" below in this prospectus supplement.

SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES

      The Master Servicing Fee. The principal compensation to be paid to the
master servicer with respect to its master servicing activities will be the
master servicing fee.

      The master servicing fee will be earned with respect to each and every
mortgage loan in the trust, including each such mortgage loan--

      o     that is the Non-Serviced Trust Loan,

      o     that is being specially serviced,

      o     as to which the corresponding mortgaged property has become an REO
            Property, or

      o     that has been defeased.

      In the case of each mortgage loan in the trust, the master servicing fee
will--

      o     be calculated on a 30/360 Basis, except in the case of partial
            periods of less than a month, when it will be computed on the basis
            of the actual number of days elapsed in the partial period and a
            360-day year,

      o     accrue at the related master servicing fee rate,

      o     accrue on the same principal amount as interest accrues or is deemed
            to accrue from time to time with respect to that mortgage loan, and

      o     be payable monthly from amounts received with respect to, or
            allocable as recoveries of, interest on that mortgage loan or,
            following liquidation of that mortgage loan and any related REO
            Property, from general collections on the other mortgage loans and
            REO Properties in the trust.

      The master servicer will also be entitled to a primary servicing fee with
respect to each Companion Loan (excluding the Non-Serviced Companion Loan),
however, such amounts will only be payable out of funds received in respect of
such Companion Loans and will not be obligations of the Trust.

      The master servicing fee rate will vary on a loan-by-loan basis and ranges
from 0.02% per annum to 0.08% per annum. The master servicing fee rate includes
any servicing fee rate payable to any third-party servicers that sub-service or
primary service the loans on behalf of the master servicer. See the
administrative fee rate, which includes the master servicing fee rate and the
trustee fee rate, stated on Annex A under the column heading "Administrative Fee
Rate."

      The Non-Serviced Trust Loan will be serviced by the 2006-LDP9 Master
Servicer under the 2006-LDP9 PSA. A master servicing fee will be payable on the
Non-Serviced Trust Loan to the master servicer by the trust at a master
servicing fee rate of 0.01% per annum and a primary servicing fee will be
payable to the 2006-LDP9 Master Servicer under the 2006-LDP9 PSA at a per annum
primary servicing fee rate of 0.01% per annum.


                                      S-137



      Additional Master Servicing Compensation. As additional master servicing
compensation, the master servicer will be entitled to receive any and all
Prepayment Interest Excesses collected with respect to the entire Mortgage Pool.

      In addition, the master servicer will generally be authorized to invest or
direct the investment of funds held in its custodial account, and in any and all
escrow and/or reserve accounts maintained by the master servicer, in Permitted
Investments. See "--Custodial Account" below. In general, the master servicer
will be entitled to retain any interest or other income earned on those funds
that is not otherwise payable to the borrowers and, to the extent the
investments are made for its benefit, will be required to cover any losses of
principal from its own funds. The master servicer will not be obligated,
however, to cover any losses resulting from the bankruptcy or insolvency of any
depository institution or trust company holding any of those accounts.

      All modification fees, assumption fees, assumption application fees,
defeasance fees, extension fees, consent/waiver fees and other comparable
transaction fees and charges, if any, collected with respect to the mortgage
loans included in the trust will be paid to, or allocated between, the master
servicer and the special servicer, as additional compensation, in accordance
with the pooling and servicing agreement. Similarly, all late payment charges
and Default Interest, if any, collected with respect to a particular mortgage
loan included in the trust during any collection period will be paid to, and
allocated between, the master servicer and the special servicer, as additional
compensation, as provided in the pooling and servicing agreement, but only to
the extent that those late payment charges and Default Interest are not
otherwise allocable--

      o     to pay the master servicer, the special servicer or the trustee, as
            applicable, any unpaid interest on advances reimbursed to that party
            during that collection period with respect to that mortgage loan,

      o     to pay any other expenses, excluding special servicing fees,
            liquidation fees and workout fees, that are then outstanding with
            respect to that mortgage loan and that, if paid from a source other
            than late payment charges and Default Interest collected with
            respect to that mortgage loan, would be an Additional Trust Fund
            Expense, or

      o     to reimburse the trust for any Additional Trust Fund Expenses,
            including interest on advances but excluding special servicing fees,
            liquidation fees and workout fees, that were paid with respect to
            that mortgage loan in the 12-month period preceding the collection
            of those late payment charges and Default Interest, which payment
            was made from a source other than late payment charges and Default
            Interest collected with respect to that mortgage loan.

      Some or all of the items referred to in the prior paragraph that are
collected in respect of any Companion Loan may also be paid to, and allocated
between, the master servicer and the special servicer, as additional
compensation, as provided in the pooling and servicing agreement.

      Prepayment Interest Shortfalls. The pooling and servicing agreement
generally provides that if any Prepayment Interest Shortfalls are incurred in
connection with the voluntary prepayment by borrowers of non-specially serviced
mortgage loans in the trust during any collection period, the master servicer
must make a non-reimbursable payment with respect to the related payment date in
an amount equal to the lesser of:

      o     the total amount of those Prepayment Interest Shortfalls, and

      o     with respect to each and every mortgage loan in the trust for which
            the master servicer receives master servicing fees during that
            collection period, the portion of those fees calculated, in each
            case, at an annual rate of 0.01% per annum.

      No other master servicing compensation will be available to cover
Prepayment Interest Shortfalls.

      Any payments made by the master servicer with respect to any payment date
to cover Prepayment Interest Shortfalls will be included among the amounts
payable as principal and interest on the series 2007-GG9 certificates on that
payment date as described under "Description of the Offered
Certificates--Payments" in this prospectus supplement. If the amount of the
payments made by the master servicer with respect to any payment date to cover
Prepayment Interest Shortfalls is less than the total of all the Prepayment
Interest Shortfalls incurred with respect to


                                      S-138



the Mortgage Pool during the related collection period, then the resulting Net
Aggregate Prepayment Interest Shortfall will be allocated among the respective
interest-bearing classes of the series 2007-GG9 certificates, in reduction of
the interest payable on those certificates, as and to the extent described under
"Description of the Offered Certificates--Payments--Payments of Interest" in
this prospectus supplement.

      Principal Special Servicing Compensation. The principal compensation to be
paid to the special servicer with respect to its special servicing activities in
respect of the mortgage loans and the Companion Loans will be--

      o     the special servicing fee,

      o     the workout fee, and

      o     the liquidation fee.

      The Special Servicing Fee. The special servicing fee will be earned with
respect to each mortgage loan and each Companion Loan (excluding the
Non-Serviced Loan Group)--

      o     that is being specially serviced, or

      o     as to which the corresponding mortgaged property has become an REO
            Property.

      In the case of each mortgage loan referred to in the prior paragraph, the
special servicing fee will--

      o     be calculated on a 30/360 Basis, except in the case of partial
            periods of less than a month, when it will be computed on the basis
            of the actual number of days elapsed in the partial period and a
            360-day year,

      o     accrue at a special servicing fee rate of 0.35% per annum (with a
            minimum monthly fee of $4,000 for each specially serviced loan and
            REO property),

      o     accrue on the same principal amount as interest accrues or is deemed
            to accrue from time to time with respect to that mortgage loan, and

      o     generally be payable monthly from general collections on all the
            mortgage loans and any REO Properties in the trust.

      The Non-Serviced Loan Group will have a similar special servicing fee
payable under the 2006-LDP9 PSA.

      The Workout Fee. The special servicer will, in general, be entitled to
receive a workout fee with respect to each mortgage loan and each Companion Loan
(excluding the Non-Serviced Loan Group) that is a worked-out mortgage loan. The
workout fee will be payable out of, and will be calculated by application of a
workout fee rate of 1.0% to, each collection of--

      o     interest, other than Default Interest,

      o     principal, and

      o     prepayment consideration,

received on the subject mortgage loan for so long as it remains a worked-out
mortgage loan.

      The workout fee with respect to any worked-out mortgage loan referred to
in the prior paragraph will cease to be payable if a new Servicing Transfer
Event occurs with respect to that loan. However, a new workout fee would become
payable if that mortgage loan again became a worked-out mortgage loan with
respect to that new Servicing Transfer Event.

      If the special servicer is terminated or replaced other than for cause or
resigns, then it will retain the right to receive any and all workout fees
payable with respect to each mortgage loan and Companion Loan that became a
worked-out mortgage loan during the period that it acted as special servicer and
remained a worked-out mortgage


                                      S-139



loan at the time of its termination, replacement or resignation. The resigning
or terminated special servicer will also receive a workout fee on any worked-out
mortgage loan for which the resigning or terminated special servicer has cured
the event of default through a modification, restructuring or workout negotiated
by the special servicer and evidenced by a signed writing, but which had not as
of the time the special servicer resigned or was terminated become a worked-out
mortgage loan solely because the borrower had not made three consecutive full
and timely monthly payments and which subsequently becomes a worked-out mortgage
loan as a result of the borrower making such three consecutive timely monthly
payments, but such fee will cease to be payable in each case if the worked-out
mortgage loan again becomes a specially serviced mortgage loan. The successor
special servicer will not be entitled to any portion of those workout fees.

      Although workout fees are intended to provide the special servicer with an
incentive to better perform its duties, the payment of any workout fee will
reduce amounts payable to the series 2007-GG9 certificateholders.

      The Non-Serviced Loan Group will have a similar workout fee payable under
the 2006-LDP9 PSA.

      The Liquidation Fee. The special servicer will be entitled to receive a
liquidation fee with respect to (i) each specially serviced mortgage loan and
Companion Loan (excluding the Non-Serviced Loan Group) for which it obtains a
full, partial or discounted payoff from the related borrower, except as
described in the next paragraph and (ii) each specially serviced mortgage loan
that was repurchased by the applicable mortgage loan seller, except as described
in the next paragraph. The special servicer will also be entitled to receive a
liquidation fee with respect to any specially serviced mortgage loan or REO
Property as to which it receives any Liquidation Proceeds, except as described
in the next paragraph. As to each such specially serviced mortgage loan and REO
Property, the liquidation fee will be payable from, and will be calculated by
application of a liquidation fee rate of 1.0% to, the related payment or
proceeds, exclusive of any portion of that payment or proceeds that represents a
recovery of Default Interest.

      Despite anything to the contrary described in the prior paragraph, no
liquidation fee will be payable based on, or out of, amounts received in
connection with:

      o     the repurchase of any mortgage loan in the trust by the applicable
            Mortgage Loan Seller due to a breach of representation or warranty
            or for defective or deficient mortgage loan documentation within 90
            days of the discovery by or notice to the applicable Mortgage Loan
            Seller of such breach, defect or omission, as described under
            "Description of the Mortgage Pool--Cures and Repurchases" in this
            prospectus supplement. If the applicable Mortgage Loan Seller is
            entitled to an additional 90 days to repurchase a mortgage loan, as
            described under "Description of the Mortgage Pool--Cures and
            Repurchases" in this prospectus supplement, no liquidation fee will
            be payable during that additional 90-day period;

      o     the purchase of any specially serviced mortgage loan out of the
            trust by any holder of a fair value purchase option, as described
            under "--Fair Value Option" below;

      o     the purchase of any defaulted mortgage loan in the trust by a
            related mezzanine lender in connection with repurchase rights set
            forth in the applicable intercreditor agreement within 60 days after
            the purchase right is first exercisable;

      o     the purchase of all of the mortgage loans and REO Properties in the
            trust by us, a mortgage loan seller, the special servicer, any
            certificateholder(s) of the series 2007-GG9 controlling class or the
            master servicer in connection with the termination of the trust or
            the exchange by a sole remaining series 2007-GG9 certificateholder
            for the remaining mortgage loans in connection with the termination
            of the trust, as described under "Description of the Offered
            Certificates--Termination" in this prospectus supplement; or

      o     the purchase of any mortgage loan that is part of a Loan Group by
            the holder of a related Companion Loan as described under
            "Description of the Mortgage Pool--Split Loan Structure" above in
            this prospectus supplement and within any period specified in such
            intercreditor agreement or co-lender agreement and if no such period
            is specified therein, within 90 days after the purchase right is
            first exercisable.

      Although liquidation fees are intended to provide the special servicer
with an incentive to better perform its duties, the payment of any liquidation
fee will reduce amounts payable to the series 2007-GG9 certificateholders.


                                      S-140



      The Non-Serviced Loan Group will have a similar liquidation fee payable
under the 2006-LDP9 PSA.

      Additional Special Servicing Compensation. As additional special servicing
compensation, the special servicer will be authorized to invest or direct the
investment of funds held in its REO account in Permitted Investments. See "--REO
Properties" below. In general, the special servicer will be entitled to retain
any interest or other income earned on those funds and will be required to cover
any losses of principal from its own funds without any right to reimbursement.
The special servicer will not be obligated, however, to cover any losses
resulting from the bankruptcy or insolvency of any depository institution or
trust company holding the special servicer's REO account.

      All modification fees, assumption fees, assumption application fees,
extension fees, defeasance fees, consent/waiver fees and other comparable
transaction fees and charges, if any, collected with respect to the mortgage
loans will be paid to or allocated between, the master servicer and the special
servicer in accordance with the pooling and servicing agreement. Similarly, all
late payment charges and Default Interest, if any, collected with respect to a
particular mortgage loan during any collection period will be paid to, and
allocated between, the master servicer and the special servicer, as additional
compensation, as provided in the pooling and servicing agreement, but only to
the extent that those late payment charges and Default Interest are not
otherwise allocable--

      o     to pay the master servicer, the special servicer or the trustee, as
            applicable, any unpaid interest on advances reimbursed to that party
            during that collection period with respect to that mortgage loan,

      o     to pay any other expenses, excluding special servicing fees,
            liquidation fees and workout fees, that are then outstanding with
            respect to that mortgage loan and that, if paid from a source other
            than late payment charges and Default Interest collected with
            respect to that mortgage loan, would be an Additional Trust Fund
            Expense, or

      o     to reimburse the trust for any Additional Trust Fund Expenses,
            including interest on advances but excluding special servicing fees,
            liquidation fees and workout fees, that were paid with respect to
            that mortgage loan in the 12-month period preceding the collection
            of those late payment charges and Default Interest, which payment
            was made from a source other than late payment charges and Default
            Interest collected with respect to that mortgage loan.

      Some or all of the items referred to in the prior paragraph that are
collected in respect of any Companion Loan may also be paid to, and allocated
between the master servicer and the special servicer, as additional
compensation, as provided in the pooling and servicing agreement.

      Payment of Expenses. Each of the master servicer and the special servicer
will be required to pay its overhead costs and any general and administrative
expenses incurred by it in connection with its servicing activities under the
pooling and servicing agreement. The master servicer and the special servicer
will not be entitled to reimbursement for these expenses except as expressly
provided in the pooling and servicing agreement.

      Trustee Compensation. The trustee will be entitled to receive monthly, out
of general collections with respect to the mortgage pool on deposit in its
custodial account, the trustee fee. With respect to each calendar month, the
trustee fee will equal one-twelfth of the product of 0.00033% multiplied by the
total Stated Principal Balance of the entire Mortgage Pool outstanding
immediately prior to the payment date in that month. In addition, the trustee
will be authorized to invest or direct the investment of funds held in its
custodial account and its interest reserve account in Permitted Investments. See
"--Custodial Account" and "--Interest Reserve Account" below. In general, the
trustee will be entitled to retain any interest or other income earned on those
funds and will be required to cover any investment losses from its own funds
without any right to reimbursement. The trustee will not be obligated, however,
to cover any losses resulting from the bankruptcy or insolvency of any
depository institution or trust company holding the trustee's distribution
account or interest reserve account meeting the requirements of the pooling and
servicing agreement.

      Servicing Advances.

      Serviced Loans. Any and all customary, reasonable and necessary
out-of-pocket costs and expenses incurred by the master servicer or the special
servicer in connection with the servicing of a mortgage loan and any Companion
Loan under the pooling and servicing agreement (excluding the Non-Serviced Loan
Group), if a default is imminent


                                      S-141



or after a default, delinquency or other unanticipated event has occurred with
respect to that loan, or in connection with the administration of any REO
Property, will be servicing advances. Servicing advances will be reimbursable
from future payments and other collections, including Insurance Proceeds,
Condemnation Proceeds and Liquidation Proceeds, in connection with the related
mortgage loan or REO Property.

      The special servicer may request the master servicer to make servicing
advances with respect to a specially serviced mortgage loan or REO Property
under the pooling and servicing agreement, in lieu of the special servicer's
making that advance itself. The special servicer must make the request a
specified number of days in advance of when the servicing advance is required to
be made under the pooling and servicing agreement. The master servicer, in turn,
must make the requested servicing advance within a specified number of days
following the master servicer's receipt of the request. The Special Servicer may
elect to make certain servicing advances on an emergency basis.

      If the master servicer is required under the pooling and servicing
agreement to make a servicing advance, but does not do so within 15 days after
the servicing advance is required to be made, then the trustee will be required:

      o     if it has actual knowledge of the failure, to give the master
            servicer notice of its failure; and

      o     if the failure continues for three more business days, to make the
            servicing advance.

      Despite the foregoing discussion or anything else to the contrary in this
prospectus supplement, none of the master servicer, the special servicer or the
trustee will be obligated to make servicing advances that, in the judgment of
the master servicer or special servicer, as applicable, exercised in accordance
with the Servicing Standard or the trustee, in its good faith business judgment,
would not be ultimately recoverable from expected collections on the related
mortgage loan or REO Property. If the master servicer, the special servicer or
the trustee makes any servicing advance that it subsequently determines is not
recoverable from expected collections on the related mortgage loan or REO
Property, it may obtain reimbursement for that advance, together with interest
on the advance, out of general collections on the mortgage loans and any REO
Properties on deposit in the master servicer's custodial account from time to
time.

      The master servicer will be permitted to pay, and the special servicer may
direct the payment of, some servicing expenses out of general pool-wide
collections on deposit in the master servicer's custodial account. Servicing
expenses that may be so paid include the cost to remediate any adverse
environmental circumstance or condition at any of the mortgaged properties
securing a mortgage loan. In addition, the pooling and servicing agreement will
require the master servicer, at the direction of the special servicer if a
specially serviced asset is involved, to pay directly out of the master
servicer's custodial account any servicing expense that, if advanced by the
master servicer or the special servicer, would not be recoverable from expected
collections on the related mortgage loan or REO Property. This is only to be
done, however, when the master servicer, or the special servicer if a specially
serviced asset is involved, has determined in accordance with the Servicing
Standard that making the payment is in the best interests of the series 2007-GG9
certificateholders and, if that specially serviced asset is a Loan Group (other
than the Non-Serviced Loan Group), the holder of the related Companion Loan, as
a collective whole.

      The master servicer, the special servicer and the trustee will be entitled
to receive interest on servicing advances made by them. The interest will accrue
on the amount of each servicing advance, and compound annually, for so long as
the servicing advance is outstanding, at a rate per annum equal to the prime
rate as published in the "Money Rates" section of The Wall Street Journal, as
that prime rate may change from time to time. Interest accrued with respect to
any servicing advance will be payable in the collection period when the advance
is reimbursed--

      o     first, out of Default Interest and late payment charges collected on
            the related mortgage loan in that collection period, and

      o     then, if and to the extent that the Default Interest and late
            payment charges referred to in the preceding bullet are insufficient
            to cover the advance interest, out of any other amounts then on
            deposit in the master servicer's custodial account.

      Non-Serviced Loan Group. None of the master servicer, the special servicer
or the trustee will be required to make any servicing advances with respect to
the Non-Serviced Loan Group.


                                      S-142



      Servicing advances in the case of the Non-Serviced Loan Group will be made
by the applicable master servicer or trustee in accordance with the 2006-LDP9
PSA on generally the same terms and conditions as are applicable under the
pooling and servicing agreement for this transaction. If any servicing advances
are made with respect to the Non-Serviced Loan Group under the 2006-LDP9 PSA,
the party making that advance will be entitled to be reimbursed with interest
thereon as set forth in the 2006-LDP9 PSA, including in the event that the
applicable master servicer or trustee has made a servicing advance that it
subsequently determines is not recoverable from expected collections on the
Non-Serviced Loan Group. However, the master servicer under the 2006-LDP9 PSA is
entitled to collect their pro rata share of any non-recoverable advance from the
2007-GG9 Trust out of general collections.

THE DIRECTING HOLDERS

      General. The directing holder will be as follows:

      o     Non-Split Loans. With respect to the mortgage loans that are not
            part of a Loan Group, the directing holder will be the holder of
            certificates representing a majority interest in a designated
            controlling class of the series 2007-GG9 certificates (or such
            holder's designee).

      o     Split Loans - Tier 1. With respect to the Loan Groups secured by the
            Victoria Ward Warehouse & Plaza property, for so long as a control
            appraisal event does not exist or the holder or holders of more than
            50% of the principal balance of the subordinate non-trust mortgage
            loan is not the mortgage loan borrower or a party related to the
            mortgage loan borrower, the directing holder will be the holder of
            the subordinate non-trust mortgage loan, and while a control
            appraisal event does exist or the holder or holders of more than 50%
            of the principal balance of the subordinate non-trust mortgage loan
            is the mortgage loan borrower or a party related to the mortgage
            loan borrower, the directing holder will be the holder of
            certificates representing a majority interest in a designated
            controlling class of the series 2007-GG9 certificates. The directing
            holder with respect to the tier 1 split loan will have the right to
            replace the applicable special servicer with or without cause. The
            holders of certificates representing a majority interest in the
            controlling class of series 2007-GG9 certificates will have
            non-binding consultation rights with respect to various matters
            affecting that mortgage loan.

      o     Split Loans - Tier 2. With respect to the Loan Groups secured by the
            Poipu Shopping Village property, the Sheraton Portland property and
            the Linden Park property, which are each part of a split loan
            structure that has one senior mortgage loan and one subordinate
            non-trust mortgage loan, for so long as a control appraisal event
            does not exist or the holder or holders of more than 50% of the
            principal balance of the subordinate non-trust mortgage loan is not
            the mortgage loan borrower or a party related to the mortgage loan
            borrower, the directing holder will be the holder of the applicable
            subordinate non-trust mortgage loan, and while a control appraisal
            event does exist or the holder or holders of more than 50% of the
            principal balance of the subordinate non-trust mortgage loan is the
            mortgage loan borrower or a party related to the mortgage loan
            borrower, the directing holder will be the holder of certificates
            representing a majority interest in a designated controlling class
            of the series 2007-GG9 certificates. The directing holder with
            respect to each of the tier 2 split loans will not have the right to
            replace the applicable special servicer. Instead, the holders of
            certificates representing a majority interest in the controlling
            class of series 2007-GG9 certificates will have the right to replace
            the special servicer with respect to each of the tier 2 split loans
            and will also have non-binding consultation rights with respect to
            certain other matters affecting that mortgage loan.

      o     Split Loans - Tier 3. With respect to the Loan Groups secured by the
            Toringdon III property, the Toringdon V property and the Woodhaven
            property, which is part of a split loan structure that has one
            senior mortgage loan and one subordinate non-trust mortgage loan,
            the directing holder will be the holder of certificates representing
            a majority interest in a designated controlling class of the series
            2007-GG9 certificates. The directing holder with respect to each of
            the tier 3 split loans will have the right to replace the applicable
            special servicer with or without cause. Although the holder of the
            applicable subordinate non-trust mortgage loan will not be the
            directing holder; it will have certain consent rights with respect
            to various matters affecting that mortgage loan as described under
            "Description of the Mortgage Pool -- Split Loan Structure" in this
            prospectus supplement.


                                      S-143



            For purposes of determining the directing holder of each of the tier
            1 split loan and the tier 2 split loans, a "control appraisal event"
            will exist if and for so long as the initial principal balance of
            the applicable non-trust subordinate mortgage loan, less principal
            payments, appraisal reduction amounts and (without duplication)
            realized losses allocated thereto is less than 25% of the initial
            principal balance of such non-trust subordinate mortgage loan.

      o     Split Loans - Pari Passu. With respect to the Loan Group secured by
            the Merchandise Mart property, the directing holder will be the
            holder of the certificates representing a majority interest in a
            designated controlling class of the series 2006-LDP9 certificates,
            subject to the non-binding consultation rights of the holder of the
            Non-Serviced Trust Loan.

      The pooling and servicing agreement provides that a directing holder may
appoint a representative to exercise the rights of the directing holder. The
directing holder (or its representative) with respect to any Loan Group will
have the right to advise and approve certain actions of the master servicer or
the special servicer, as applicable, only as they relate to the related Loan
Group and any rights to replace the special servicer will be limited to the
related Loan Group.

      Series 2007-GG9 Controlling Class. As of any date of determination, the
controlling class of series 2007-GG9 certificateholders will be the holders of
the most subordinate class of series 2007-GG9 certificates then outstanding (or
such holders' designees), other than the class XP, class XC, class R-I and class
R-II certificates, that has a total principal balance that is not less than 25%
of that class's original total principal balance. However, if no class of series
2007-GG9 certificates, exclusive of the class XP, class XC, class R-I and class
R-II certificates, has a total principal balance that satisfies this
requirement, then the controlling class of series 2007-GG9 certificateholders
will be the holders of the most subordinate class of series 2007-GG9
certificates then outstanding (or such holders' designees), other than the class
XP, class XC, class R-I and class R-II certificates, that has a total principal
balance greater than zero. The class A-1, class A-2, class A-3, class A-AB,
class A-4 and class A-1-A certificates will be treated as one class for purposes
of determining and exercising the rights of the controlling class of series
2007-GG9 certificates.

      Rights and Powers of the Directing Holder.

      Serviced Loans. Neither the master servicer nor the special servicer will,
in general, be permitted to take any of the following actions with respect to
the mortgage loans it services as to which the directing holder (or its
representative) has objected in writing within 10 business days of having been
notified in writing of the particular action and having been provided with all
reasonably requested information with respect to the particular action--

      o     any proposed or actual foreclosure upon or comparable conversion,
            which may include acquisition as an REO Property, of the ownership
            of properties securing those specially serviced mortgage loans in
            the trust as come into and continue in default;

      o     any modification, extension, amendment or waiver of a monetary term,
            including the timing of payments, or any material non-monetary term
            (including any prohibition on additional debt or any material term
            relating to insurance other than a determination to allow a borrower
            to maintain insurance with a qualified insurer rated at least "A"
            from S&P and Fitch and "A2" from Moody's despite a higher standard
            in the related loan documents) of a mortgage loan in the trust;

      o     any proposed or actual sale of an REO Property in the trust, other
            than in connection with the termination of the trust as described
            under "Description of the Offered Certificates--Termination" in this
            prospectus supplement, for less than the unpaid principal balance of
            the related mortgage loan, plus accrued interest (other than Default
            Interest) thereon;

      o     any acceptance of a discounted payoff with respect to a mortgage
            loan in the trust;

      o     any determination to bring an REO Property, or the mortgaged
            property securing a defaulted mortgage loan, held by the trust into
            compliance with applicable environmental laws or to otherwise
            address hazardous materials located at that property;


                                      S-144



      o     any release of collateral for a mortgage loan or any release of a
            borrower or any guarantor under a mortgage loan, other than in
            accordance with the terms of the mortgage loan (with no material
            discretion by the mortgagee), or upon satisfaction of the mortgage
            loan;

      o     any acceptance of substitute or additional collateral for a mortgage
            loan, other than in accordance with the terms of that mortgage loan
            (with no material discretion by the mortgagee);

      o     any waiver of a due-on-sale or due-on-encumbrance clause with
            respect to a mortgage loan;

      o     any acceptance of an assumption agreement releasing a borrower or a
            guarantor from liability under a mortgage loan;

      o     any acceptance of a change in the property management company,
            subject to certain thresholds set forth in the pooling and servicing
            agreement or, if applicable, hotel franchise for any mortgaged real
            property securing any mortgage loan in the trust;

      o     any extension of the maturity date of a mortgage loan;

      o     any determination by the special servicer that a Servicing Transfer
            Event pursuant to clause (2), (3) or (4) of that definition has
            occurred;

      o     any determination by the special servicer that a Servicing Transfer
            Event has occurred with respect to any mortgage loan in the trust
            solely by reason of the failure of the related borrower to maintain
            or cause to be maintained insurance coverage against damages or
            losses arising from acts of terrorism; and

      o     taking any action to enforce rights against a mezzanine lender under
            the related intercreditor agreement;

provided that, in the event that the special servicer determines that immediate
action is necessary to protect the interests of the certificateholders (as a
collective whole) (or, in the case of a Loan Group (other than the Non-Serviced
Loan Group), to protect the interests of the certificateholders and the related
Companion Loan Holders (as a collective whole)), the special servicer may take
any such action without waiting for the directing holder's response.

      In addition, the directing holder (or its representative) may direct the
special servicer to take, or to refrain from taking, any actions with respect to
the servicing and/or administration of the specially serviced mortgage assets in
the trust fund that the directing holder (or its representative) may consider
advisable or as to which provision is otherwise made in the pooling and
servicing agreement.

      No advice, direction or objection given or made by the directing holder
(or its representative), as contemplated by either of the two preceding
paragraphs, may require or cause the special servicer or master servicer to
violate any other provision of the pooling and servicing agreement described in
this prospectus supplement or the accompanying prospectus (including the special
servicer's or master servicer's obligation to act in accordance with the
Servicing Standard), the related mortgage loan documents or the REMIC provisions
of the Internal Revenue Code. Furthermore, the special servicer will not be
obligated to seek approval from the directing holder (or its representative) for
any actions to be taken by the special servicer with respect to any particular
specially serviced mortgage loan in the trust if--

      o     the special servicer has, as described above, notified the directing
            holder (or its representative) in writing of various actions that
            the special servicer proposes to take with respect to the workout or
            liquidation of that mortgage loan, and

      o     for 60 days following the first of those notices, the directing
            holder (or its representative) has objected to all of those proposed
            actions and has failed to suggest any alternative actions that the
            special servicer considers to be consistent with the Servicing
            Standard.


                                      S-145



      Additionally, with respect to the Victoria Ward Warehouse & Plaza Loan,
the holder of the non-trust subordinate Companion Loan will have the right to
consult with the special servicer on a non-binding basis with respect to:

      o     a modification, extension, amendment or waiver of any monetary term
            of the mortgage loan (including a change in the timing of payments)
            (other than default interest and late payment charges) or a
            modification, extension, amendment or waiver of any material
            non-monetary provision of the mortgage loan;

      o     any acceptance of a discounted payoff on the mortgage loan;

      o     any proposed or actual foreclosure upon or comparable conversion
            (which may include the acquisition of REO Property) of the ownership
            of the mortgaged property securing the mortgage loan or any
            acquisition of the mortgaged property by deed in lieu of
            foreclosure;

      o     any proposed or actual sale of the mortgaged property after it
            become REO Property (other than in connection with the termination
            of any trust created pursuant to the terms of the pooling and
            servicing agreement) for less than the purchase price specified in
            the pooling and servicing agreement;

      o     any release of collateral for the mortgage loan (other than in
            accordance with the terms of, or upon satisfaction of, the mortgage
            loan);

      o     any action to bring the mortgaged property securing the mortgage
            loan into compliance with applicable environmental laws;

      o     any waiver of a "due-on-sale" or "due-on-encumbrance" clause;

      o     any acceptance of an assumption agreement releasing the mortgage
            loan borrower from liability under the mortgage loan;

      o     any acceptance of substitute or additional collateral for the
            mortgage loan (other than in accordance with the terms of the
            mortgage loan);

      o     any renewal or replacement of the then existing insurance policies
            (to the extent that such renewal or replacement policy does not
            comply with the terms of the mortgage loan) or any waiver,
            modification or amendment of any insurance requirements under the
            mortgage loan documents, if Lender consent or approval is required
            under the mortgage loan documents;

      o     any approval of a material capital expenditure, if approval is
            required under the mortgage loan documents;

      o     any acceptance of a change in the property management company, if
            approval is required under the mortgage loan documents;

      o     any modification or waiver of any provision of the mortgage loan
            that restricts the mortgage loan borrower or its equity owners from
            incurring additional indebtedness;

      o     any adoption or approval of a plan in bankruptcy or reorganization
            of the mortgage loan borrower; and

      o     any extension of the maturity date of the mortgage loan.

      For purposes of the foregoing consultation rights, a "control appraisal
event" will exist if and for so long as the initial principal balance of the
applicable non-trust subordinate mortgage loan, less principal payments,
appraisal reduction amounts and (without duplication) realized losses allocated
thereto is less than 25% of the initial principal balance of such non-trust
subordinate mortgage loan.

      Non-Serviced Loan Group. The rights of the directing holder with respect
to the Non-Serviced Loan Group, as set forth in the 2006-LDP9 PSA, are
substantially similar, but not necessarily identical, to the rights described
above. Additionally, the holder of certificates representing a majority interest
in the controlling class of the series


                                      S-146



2007-GG9 certificates will have the right to consult with the 2006-LDP9 Special
Servicer on a non-binding basis with respect to:

      o     any proposed foreclosure upon or comparable conversion (which may
            include acquisition as REO Property) of the ownership of the
            mortgaged property and the other collateral securing the mortgage
            loan;

      o     any modification, extension, amendment or waiver of a monetary term
            (including, without limitation, the timing of payments) or any
            material non-monetary term (including any material term relating to
            insurance) of the non-trust note or the note included in the
            2007-GG9 trust;

      o     any proposed sale of the mortgaged property for less than the unpaid
            principal amount of the mortgage loan, plus accrued and unpaid
            interest thereon, all amounts required to be paid or reimbursed to
            any servicer, special servicer and trustee under the 2006-LDP9 PSA
            and any unreimbursed advances and realized losses allocated to the
            non-trust note or the note included in the 2007-GG9 trust;

      o     any acceptance of a discounted payoff of the non-trust note or the
            note included in the 2007-GG9 trust;

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

      o     any release of collateral for the mortgage loan (including, but not
            limited to, the termination or release of any reserves, escrows or
            letters of credit), other than in accordance with the terms of, or
            upon satisfaction of, the non-trust note and the note included in
            the 2007-GG9 trust;

      o     any acceptance of substitute or additional collateral for the
            mortgage loan (other than in accordance with the terms of the
            mortgage loan);

      o     any waiver of a "due-on-sale" or "due-on-encumbrance" clause with
            respect to the mortgage loan, including any transfer or pledge of
            direct or indirect equity interests in the borrower to the extent
            approval is required under the mortgage loan documents;

      o     any acceptance of an assumption agreement releasing the Borrower
            from liability under the non-trust note or the note included in the
            2007-GG9 trust;

      o     any renewal or replacement of the then existing insurance policies
            with respect to the mortgage loan to the extent that such renewal or
            replacement policy does not comply with the terms of the mortgage
            loan documents or any waiver, modification or amendment of any
            insurance requirements under the mortgage loan documents, in each
            case if lenders' approval is required under the mortgage loan
            documents;

      o     any approval of a material capital expenditure, if lenders' approval
            is required under the mortgage loan documents;

      o     any replacement of the property manager, if lenders' approval is
            required under the mortgage loan documents;

      o     any approval of the incurrence of additional indebtedness secured by
            the mortgaged property, if lenders' approval is required under the
            mortgage loan documents;

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

      o     any modification to a ground lease;

      o     any determination to apply casualty proceeds or condemnation awards
            toward repayment of the non-trust note or the note included in the
            2007-GG9 trust rather than toward restoration of the mortgaged
            property;

      o     the subordination of any lien created pursuant to the terms of the
            mortgage loan documents;


                                      S-147



      o     any material alteration to the mortgaged property, to the extent the
            lender has approval rights with respect to such item in the related
            mortgage loan documents;

      o     any proposed amendment to any single purpose entity provision of the
            mortgage loan documents;

      o     any determination by any servicer that a servicing transfer event
            that is based on imminent default has occurred with respect to the
            non-trust note or the note included in the 2007-GG9 trust.

      Limitation on Liability of the Directing Holder. The directing holder and
the directing holder representative will not be liable to the trust or the
series 2007-GG9 certificateholders for any action taken, or for refraining from
the taking of any action, pursuant to the pooling and servicing agreement, or
for errors in judgment; except that the directing holder representative will not
be protected against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of reckless disregard of obligations or duties. Each series 2007-GG9
certificateholder acknowledges and agrees, by its acceptance of its series
2007-GG9 certificates, that:

      o     the directing holder or any directing holder representative may have
            special relationships and interests that conflict with those of the
            holders of one or more classes of the series 2007-GG9 certificates;

      o     the directing holder or any directing holder representative may act
            solely in the interests of the holders of the series 2007-GG9
            controlling class or the related Companion Loan, as applicable;

      o     the directing holder or any directing holder representative do not
            have any duties to the holders of any class of series 2007-GG9
            certificates (other than the series 2007-GG9 controlling class if
            the directing holder representative was appointed by such class);

      o     the directing holder or any directing holder representative may take
            actions that favor the interests of the holders of the series
            2007-GG9 controlling class or the related Companion Loan, as the
            case may be, over the interests of the holders of one or more
            classes of series 2007-GG9 certificates; and

      o     the directing holder and any directing holder representative will
            have no liability whatsoever for having acted solely in the
            interests of the holders of the series 2007-GG9 controlling class or
            the related Companion Loan, as the case may be, and no series
            2007-GG9 certificateholder may take any action whatsoever against
            the directing holder or any directing holder representative for
            having so acted.

      In addition, the directing holders of the Non-Serviced Loan Group will
have limitations on their liability to the holders of the series 2007-GG9
certificates similar to those described above for the directing holder and its
representative.

REPLACEMENT OF THE SPECIAL SERVICER

      The directing holder (or its representative) with respect to any mortgage
loan (other than the Poipu Shopping Village Loan Group, the Sheraton Portland
Loan Group and the Linden Park Loan Group) may terminate an existing special
servicer without cause, and appoint a successor to any special servicer that has
resigned or been terminated. With respect to the Poipu Shopping Village Loan
Group, the Sheraton Portland Loan Group and the Linden Park Loan Group, the
holder of certificates representing a majority interest in a designated
controlling class of the series 2007-GG9 certificates has the right to terminate
the special servicer and appoint a replacement special servicer.

      If a holder of a Companion Loan has the right to terminate the special
servicer, such holder will have the right to terminate the special servicer only
with respect to the related Loan Group, and the replaced special servicer will
continue to act as special servicer for the other mortgage loans.


                                      S-148



      Any termination of an existing special servicer and/or appointment of a
successor special servicer will be subject to, among other things, receipt by
the trustee of--

      o     written confirmation from each of S&P, Moody's and Fitch that the
            appointment will not result in a qualification, downgrade or
            withdrawal of any of the ratings then assigned thereby to the
            respective classes of series 2007-GG9 certificates or any Companion
            Loan Securities, and

      o     the written agreement of the proposed successor special servicer to
            be bound by the terms and conditions of the pooling and servicing
            agreement, together with an opinion of counsel regarding, among
            other things, the enforceability of the pooling and servicing
            agreement against the proposed successor special servicer.

      Any costs and expenses incurred in connection with the removal of a
special servicer as described in this section that are not paid by the
replacement special servicer will be paid by parties that exercised their rights
to replace the special servicer.

      The 2006-LDP9 Special Servicer may be removed as special servicer for the
Non-Serviced Loan Group with or without cause, in each case by the majority
holder of the controlling class of the 2007-GG9 trust who will appoint a
replacement special servicer, subject to rating agency confirmation that such
appointment would not result in the downgrade, withdrawal or qualification of
the then current ratings of the certificates issued in any securitization
containing a portion of the Non-Serviced Loan Group.

ENFORCEMENT OF DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

      Due-on-Sale. Subject to the discussion under "--The Directing Holders"
above, the special servicer will be required to determine, in a manner
consistent with the Servicing Standard, whether to waive any right that the
lender under any mortgage loan (other than the Non-Serviced Trust Loan) may have
under a due-on-sale clause to accelerate payment of that mortgage loan. The
special servicer may not waive any rights of the lender or grant consent under
any due-on-sale clause, unless--

      o     the special servicer has received written confirmation from each
            applicable rating agency that this action would not result in the
            qualification, downgrade or withdrawal of any of the then current
            ratings then assigned by the rating agency to the series 2007-GG9
            certificates or any Companion Loan Securities, or

      o     such mortgage loan (A), together with all mortgage loans
            cross-collateralized with such mortgage loan, represents less than
            5% the principal balance of all of the mortgage loans, (B) together
            with all mortgage loans cross-collateralized with such mortgage
            loan, has a principal balance that is $35 million or less, and (C)
            is not one of the 10 largest mortgage loans in the pool based on
            principal balance.

      Due-on-Encumbrance. Subject to the discussion under "--The Directing
Holders" above, the special servicer will be required to determine, in a manner
consistent with the Servicing Standard, whether to waive any right that the
lender under any mortgage loan (other than the Non-Serviced Trust Loan) may have
under a due-on-encumbrance clause to accelerate payment of that mortgage loan.
The special servicer may not waive any rights of the lender or grant consent
under any due-on-encumbrance clause, unless--

      o     the special servicer has received written confirmation from each
            applicable rating agency that this action would not result in the
            qualification, downgrade or withdrawal of any of the then current
            ratings then assigned by the rating agency to the series 2007-GG9
            certificates or any Companion Loan Securities,

      o     such mortgage loan (A), together with all mortgage loans
            cross-collateralized with such mortgage loan, represents less than
            2% of the principal balance of all of the mortgage loans, (B)
            together with all mortgage loans cross-collateralized with such
            mortgage loan, has a principal balance that is $20 million or less,
            (C) is not one of the 10 largest mortgage loans in the pool based on
            principal balance, (D) does not have an aggregate loan-to-value
            ratio (including existing and proposed additional debt) that is
            equal to or greater than 85%, and (E) does not have an aggregate
            debt-service coverage ratio (including the debt service on the
            existing and proposed additional debt) that is equal to or less than
            1.2x, or


                                      S-149



      o     the encumbrance relates to the grant of an easement, right-of-way or
            similar encumbrance that the special servicer determines will not
            have a material adverse impact on the value, use or operation of the
            mortgaged property or the ability of the borrower to perform its
            obligations under the mortgage loan.

MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS

      The pooling and servicing agreement will permit the special servicer to
modify, extend, waive or amend any term (including, with respect to waivers, a
term requiring terrorism insurance) of any mortgage loan or Companion Loan
(other than the Non-Serviced Loan Group) if that modification, extension, waiver
or amendment:

      o     is consistent with the Servicing Standard, and

      o     except under the circumstances described below, will not--

            1. affect the amount or timing of any scheduled payments of
            principal, interest or other amounts, including prepayment premiums
            and yield maintenance charges, but excluding Default Interest and
            other amounts constituting additional servicing compensation,
            payable under the mortgage loan,

            2. affect the obligation of the related borrower to pay a prepayment
            premium or yield maintenance charge or permit a principal prepayment
            during the applicable prepayment lock-out period,

            3. except as expressly provided by the related mortgage instrument
            or in connection with a material adverse environmental condition at
            the related mortgaged property, result in a release of the lien of
            the related mortgage instrument on any material portion of that
            property without a corresponding principal prepayment, or

            4. in the special servicer's judgment, materially impair the
            security for the mortgage loan or reduce the likelihood of timely
            payment of amounts due on the mortgage loan.

      Notwithstanding the second bullet of the preceding paragraph, but subject
to the following paragraph and the discussion under "--The Directing Holders"
above, the special servicer may--

      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 monthly debt service payment on any
            specially serviced mortgage loan, including by way of a reduction in
            the related mortgage interest rate,

      o     forbear in the enforcement of any right granted under any mortgage
            note, mortgage instrument or other loan document relating to a
            specially serviced mortgage loan,

      o     accept a principal prepayment on a specially serviced mortgage loan
            during any prepayment lock-out period, or

      o     subject to the limitations described in the following paragraph,
            extend the maturity date of a specially serviced mortgage loan;

provided that--

      o     the related borrower is in monetary default or material non-monetary
            default with respect to the specially serviced mortgage loan or, in
            the judgment of the special servicer, that default is reasonably
            foreseeable,

      o     in the judgment of the special servicer, that modification,
            extension, waiver or amendment would increase the recovery to the
            series 2007-GG9 certificateholders and, if the mortgage loan is part
            of a Loan Group (other than the Non-Serviced Loan Group), to the
            related Companion Loan Holder, as a collective whole, on a present
            value basis, and


                                      S-150



      o     that modification, extension, waiver or amendment does not result in
            a tax on "prohibited transactions" or "contributions" being imposed
            on the trust after the startup day under the REMIC provisions of the
            Internal Revenue Code or cause any REMIC or grantor trust created
            pursuant to the pooling and servicing agreement to fail to qualify
            as such under the Internal Revenue Code.

      In no event, however, will the master servicer or special servicer be
permitted to:

      o     extend the maturity date of a mortgage loan beyond a date that is
            two years prior to the last rated final payment date;

      o     extend the maturity date of any mortgage loan for more than five
            years beyond its original maturity date; or

      o     if the mortgage loan is secured solely or primarily by a lien on a
            ground lease, but not by the related fee interest, extend the
            maturity date of that mortgage loan beyond the date that is 20 years
            or, to the extent consistent with the Servicing Standard, giving due
            consideration to the remaining term of the ground lease, ten years,
            prior to the end of the term of that ground lease.

      Any modification, extension, waiver or amendment of the payment terms of a
mortgage loan that is part of a Loan Group (other than the Non-Serviced Loan
Group) will be required to be structured so as to be consistent with the
allocation and payment priorities in the related loan documents and the related
co-lender agreement, such that neither the trust as holder of that mortgage loan
nor the Companion Loan Holder gains a priority over the other such holder that
is not reflected in the related loan documents and the related co-lender
agreement.

      Notwithstanding anything to the contrary herein, the special servicer may
agree to any waiver, modification or amendment of a mortgage loan that is not in
default or as to which default is not reasonably foreseeable if the special
servicer determines that the contemplated waiver, modification or amendment (i)
will not be a "significant modification" of the Mortgage Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) or (ii) will not cause (x) REMIC I
or REMIC II to fail to qualify as a REMIC or (y) REMIC I or REMIC II to be
subject to any tax under the REMIC provisions of the Internal Revenue Code. Such
determination of the special servicer shall be based on consultation with
counsel and, if it is determined in accordance with the Servicing Standard by
the special servicer to be necessary or prudent, on an opinion of counsel
delivered to the trustee to that effect (which shall be at the expense of the
related mortgagor or such other person requesting such modification or, if such
expense cannot be collected from the related mortgagor or such other person, to
be paid by the master servicer as a servicing expense out of general collections
on the mortgage loans).

      Each of the special servicer and the master servicer will be required to
notify the trustee of any modification, extension, waiver or amendment of any
term of any mortgage loan agreed to by it, and to deliver to the trustee, for
deposit in the related mortgage file, an original counterpart of the agreement
relating to that modification, extension, waiver or amendment promptly following
its execution. Upon reasonable prior written notice to the trustee, copies of
each agreement by which any modification, waiver or amendment of any term of any
mortgage loan is effected are required to be available for review during normal
business hours at the offices of the trustee. See "Description of the Offered
Certificates--Reports to Certificateholders; Available Information" in this
prospectus supplement.

      Except as described above and in other limited matters, neither the master
servicer nor the special servicer may agree to waive, modify or amend any term
of any mortgage loan. Furthermore, neither the master servicer nor the special
servicer may agree to any modification, extension, waiver or amendment of any
term of any mortgage loan that would cause any REMIC created under the pooling
and servicing agreement to fail to qualify as such under the Internal Revenue
Code or result in the imposition of any tax on "prohibited transactions" or
"contributions" after the startup day under the REMIC provisions of the Internal
Revenue Code.

REQUIRED APPRAISALS

      Within a specified number of days after the date on which any Appraisal
Trigger Event has occurred with respect to any of the mortgage loans (other than
the Non-Serviced Loan Group), the special servicer must obtain, and deliver to
the trustee a copy of, an appraisal of the related mortgaged property, from an
independent appraiser meeting the qualifications imposed in the pooling and
servicing agreement, unless an appraisal had previously been obtained within the
prior 12 months and the special servicer believes, in accordance with the
Servicing Standard,


                                      S-151



there has been no subsequent material change in the circumstances surrounding
that property that would draw into question the applicability of that appraisal.
Notwithstanding the foregoing, if the Stated Principal Balance of the subject
mortgage loan is less than $2,000,000, the special servicer may perform an
internal valuation of the mortgaged property instead of obtaining an appraisal.
Also notwithstanding the foregoing, if the portion of the Stated Principal
Balance of the subject mortgage loan that has been allocated to any particular
mortgaged property, assuming there is more than one mortgaged property securing
the related mortgage loan, is less than $2,000,000, the special servicer may
perform an internal valuation of the particular mortgaged property instead of
obtaining an appraisal.

      As a result of any appraisal or other valuation, it may be determined that
an Appraisal Reduction Amount exists with respect to the subject mortgage loan.
An Appraisal Reduction Amount is relevant to the determination of the amount of
any advances of delinquent monthly debt service payments required to be made
with respect to the affected mortgage loan. The Appraisal Reduction Amount for
any mortgage loan will be determined following either--

      o     the occurrence of the Appraisal Trigger Event, if no new appraisal
            or estimate is required or obtained, or

      o     the receipt of a new appraisal or estimate, if one is required and
            obtained.

      See "Description of the Offered Certificates--Advances of Delinquent
Monthly Debt Service Payments" in this prospectus supplement.

      If an Appraisal Trigger Event occurs with respect to any mortgage loan in
the trust (other than the Non-Serviced Loan Group), then the special servicer
will have an ongoing obligation to obtain or perform, as applicable, on or about
each anniversary of the occurrence of that Appraisal Trigger Event, an update of
the prior required appraisal or other valuation. Based upon that update, the
special servicer is to redetermine and report to the trustee and the master
servicer the new Appraisal Reduction Amount, if any, with respect to the
mortgage loan. This ongoing obligation will cease, except in the case of a
mortgage loan as to which the Appraisal Trigger Event was the expiration of five
years following the initial extension of its maturity, if and when--

      o     if the subject mortgage loan had become a specially serviced
            mortgage loan, it has become a worked-out mortgage loan as
            contemplated under "--General" above,

      o     the subject mortgage loan has remained current for at least three
            consecutive monthly debt service payments, and

      o     no other Appraisal Trigger Event has occurred with respect to the
            subject mortgage loan during the preceding three months.

      The cost of each required appraisal, and any update of that appraisal,
will be advanced by the special servicer or, at its request, by the master
servicer and will be reimbursable to the special servicer or the master
servicer, as the case may be, as a servicing advance.

      At any time that an Appraisal Reduction Amount exists with respect to any
mortgage loan in the trust or with respect to a mortgage loan that is part of a
Loan Group (excluding the Non-Serviced Loan Group), the applicable directing
holder (or its representative) will be entitled, at its own expense, to direct
the special servicer to obtain a new appraisal that satisfies the criteria for a
required appraisal. The applicable directing holder will pay for such appraisal
at the request of the special servicer. Upon request of the directing holder,
the special servicer will be required to recalculate the Appraisal Reduction
Amount with respect to the subject mortgage loan(s) based on that appraisal and
to report the recalculated Appraisal Reduction Amount to the master servicer.

      With respect to the Non-Serviced Loan Group, the 2006-LDP9 Special
Servicer will be required to calculate an appraisal reduction under the
2006-LDP9 PSA upon the occurrence of events substantially similar, but not
identical, to those listed above. The appraisal reduction under the 2006-LDP9
PSA will generally be calculated in a manner similar to but not identical to
that set forth above. The resulting appraisal reductions will be applied pro
rata to each mortgage loan in that Loan Group.


                                      S-152



CUSTODIAL ACCOUNT

      General. The master servicer will be required to establish and maintain a
custodial account for purposes of holding payments and other collections that it
receives with respect to the mortgage loans included in the trust. Payments and
collections received in respect of a Companion Loan will be deposited in a
custodial account for such Companion Loan (which may be a sub-account of the
custodial account). The custodial account must be maintained in a manner and
with a depository institution that satisfies rating agency standards for
securitizations similar to the one involving the offered certificates.

      The funds held in the master servicer's custodial account may be held as
cash or invested in Permitted Investments. Any interest or other income earned
on funds in the master servicer's custodial account will be paid to the master
servicer as additional compensation subject to the limitations set forth in the
pooling and servicing agreement.

      Deposits. Under the pooling and servicing agreement, the master servicer
is required to deposit or cause to be deposited in its custodial account within
one business day following receipt, in the case of payments and other
collections on the mortgage loans included in the trust, or as otherwise
required under the pooling and servicing agreement, the following payments and
collections received or made by or on behalf of the master servicer with respect
to the mortgage loans subsequent to the date of initial issuance of the offered
certificates, other than monthly debt service payments due on or before the
cut-off date, which monthly debt service payments belong to the related mortgage
loan seller:

      o     all payments on account of principal on the subject mortgage loans,
            including principal prepayments;

      o     all payments on account of interest on the subject mortgage loans,
            including Default Interest;

      o     all prepayment premiums, yield maintenance charges and late payment
            charges collected with respect to the subject mortgage loans;

      o     all Insurance Proceeds, Condemnation Proceeds and Liquidation
            Proceeds collected on the subject mortgage loans, except to the
            extent that any of those proceeds are to be deposited in the special
            servicer's REO account;

      o     any amounts required to be deposited by the master servicer in
            connection with losses incurred with respect to Permitted
            Investments of funds held in the custodial account;

      o     all payments required to be paid by the master servicer or the
            special servicer with respect to any deductible clause in any
            blanket insurance policy as described under "--Maintenance of
            Insurance" below;

      o     any amount required to be transferred from the special servicer's
            REO account; and

      o     any amounts required to be transferred from any debt service reserve
            accounts with respect to the mortgage loans.

      Upon receipt of any of the amounts described in the first four bullets of
the prior paragraph with respect to any specially serviced mortgage loan in the
trust, the special servicer is required to promptly remit those amounts to the
master servicer for deposit in the master servicer's custodial account.

      Withdrawals. The master servicer may make withdrawals from its custodial
account for any of the following purposes, which are not listed in any order of
priority and as are more specifically described in the pooling and servicing
agreement:

      1.    to remit to the trustee for deposit in the trustee's distribution
            account described under "Description of the Offered
            Certificates--Distribution Account," in this prospectus supplement,
            on the business day preceding each payment date, all payments and
            other collections on the mortgage loans and any REO Properties in
            the trust attributable to the mortgage loans that are then on
            deposit in the custodial account, exclusive of any portion of those
            payments and other collections that represents one or more of the
            following--


                                      S-153



            (a)   monthly debt service payments due on a due date subsequent to
                  the end of the related collection period,

            (b)   payments and other collections received after the end of the
                  related collection period, and

            (c)   amounts that are payable or reimbursable from the custodial
                  account to any person other than the series 2007-GG9
                  certificateholders in accordance with any of clauses 3.
                  through 8., below;

      2.    to apply amounts held for future distribution on the series 2007-GG9
            certificates to make advances to cover delinquent scheduled debt
            service payments, other than balloon payments, as and to the extent
            described under "Description of the Offered Certificates--Advances
            of Delinquent Monthly Debt Service Payments" in this prospectus
            supplement;

      3.    to reimburse the trustee, the master servicer or the special
            servicer (or any other party that has made such advance), as
            applicable, for any unreimbursed advances (including interest
            thereon to the extent not paid pursuant to clause 5. below) made by
            that party under the pooling and servicing agreement or, with
            respect to the advances made on the Non-Serviced Trust Loan, under
            the 2006-LDP9 PSA, which reimbursement is to be made first out of
            collections on the mortgage loan or REO Property as to which the
            advance was made and then out of general collections on deposit in
            the custodial account; see "Description of the Offered
            Certificates--Reimbursement of Advances" in this prospectus
            supplement;

      4.    to pay out of general collections on deposit in the custodial
            account: (a) to the master servicer earned and unpaid servicing fees
            in respect of each mortgage loan and any items of additional
            servicing compensation on deposit in the custodial account (b)
            certain servicing expenses that would, if advanced, be
            nonrecoverable, as discussed under "--Servicing and Other
            Compensation and Payment of Expenses--Payment of Expenses; Servicing
            Advances" above; (c) certain other costs and expenses incurred by
            the trust that are permitted to be paid out of the custodial account
            pursuant to the pooling and servicing agreement; (d) to the trustee,
            the master servicer, the special servicer, the depositor or any of
            their respective members, managers, directors, officers, employees
            and agents, as the case may be, any of the reimbursements or
            indemnities to which they are entitled as described under
            "Description of the Governing Documents--Matters Regarding the
            Master Servicer, the Special Servicer, the Manager and Us" and
            "--Matters regarding the Trustee" in the accompanying prospectus;
            (e) to pay the special servicer earned and unpaid special servicing
            fees, earned and unpaid workout fees and liquidation fees and any
            items of additional special servicing compensation on deposit in the
            custodial account to which it is entitled with respect to any
            mortgage loan, which payment is to be made from the sources
            described under "--Servicing and Other Compensation and Payment of
            Expenses" above;

      5.    to pay the trustee, the master servicer or the special servicer, as
            applicable, unpaid interest on any advance made by and then being
            reimbursed to that party under the pooling and servicing agreement,
            which payment is to be made out of Default Interest and late payment
            charges received with respect to the related mortgage loan during
            the collection period in which the advance is reimbursed;

      6.    to pay unpaid expenses, other than interest on advances covered by
            clause 5. above, and other than special servicing fees, workout fees
            and liquidation fees, that were incurred with respect to any
            mortgage loan or related REO Property and that, if paid from a
            source other than the late payment charges and Default Interest
            referred to below in this clause 6., would constitute Additional
            Trust Fund Expenses, which payment is to be made out of Default
            Interest and late payment charges received with respect to the
            related mortgage loan, to the extent such amounts have not been
            otherwise applied according to clause 5. above;

      7.    to pay any other items described in this prospectus supplement as
            being payable from the custodial account;

      8.    to withdraw amounts deposited in the custodial account in error; and

      9.    to clear and terminate the custodial account upon the termination of
            the pooling and servicing agreement.

      With respect to each Loan Group (other than the Non-Serviced Loan Group),
the pooling and servicing agreement will provide that a subaccount be
established to receive and apply payments as required pursuant to the related
co-lender or intercreditor agreement, as applicable.


                                      S-154



      The pooling and servicing agreement will prohibit the application of
amounts received on any Companion Loan to cover expenses payable or reimbursable
out of general collections on non-related mortgage loans and REO Properties in
the trust unless such amounts are identifiable as being solely attributable to
such Companion Loans.

MAINTENANCE OF INSURANCE

      The pooling and servicing agreement will require the master servicer (with
respect to mortgage loans and companion loans) or the special servicer (with
respect to REO Property), as applicable, consistent with the Servicing Standard,
to cause to be maintained for each mortgaged property (excluding the properties
securing the Non-Serviced Loan Group), all insurance coverage as is required
under the related mortgage loan. However, the master servicer will be required
to cause to be maintained any such insurance that the related borrower is
required (but fails) to maintain only to the extent that the trust has an
insurable interest, such insurance is available at a commercially reasonable
rate and the subject hazards are at the time commonly insured against for
properties similar to the subject mortgaged property and located in or around
the region in which such mortgaged property is located.

      Notwithstanding the foregoing, the master servicer or special servicer, as
applicable, will not be required to cause a borrower to maintain (and shall not
cause a borrower to be in default with respect to the failure of the related
borrower to obtain such insurance) for a mortgaged property all-risk casualty or
other insurance that provides coverage for acts of terrorism, despite the fact
that such insurance may be required under the terms of the related mortgage
loan, in the event the special servicer, with the consent of the holder or
holders of a majority interest in the controlling class of the series 2007-GG9
certificates, determines that such insurance (a) is not available at
commercially reasonable rates and that such hazards are not at the time commonly
insured against for properties similar to the related mortgaged property and
located in the region in which such mortgaged property is located (but only by
reference to such insurance that has been obtained at current market rates) or
(b) is not available at any rate.

      Any holder of a certificate that belongs to the series 2007-GG9
controlling class (or in the case of a Loan Group, the holder of the related
Companion Note) may request that earthquake insurance be secured for one or more
mortgaged properties by the related borrower, to the extent that insurance may
reasonably be obtained and to the extent the related mortgage loan requires the
borrower to obtain earthquake insurance at the mortgagee's request.

      The pooling and servicing agreement will require the special servicer,
consistent with the Servicing Standard, to cause to be maintained for each REO
Property no less insurance coverage than was previously required of the
applicable borrower under the related mortgage loan, but only if and to the
extent that (a) such insurance is available at a commercially reasonable rate
(including insurance that covers losses arising from terrorism) and (b) the
subject hazards are at the time commonly insured against for properties similar
to the subject REO Property and located in or around the region in which such
REO Property is located.

      If either the master servicer or the special servicer obtains and
maintains a blanket policy insuring against hazard losses on all the mortgage
loans and/or REO Properties that it is required to service and administer under
the pooling and servicing agreement, then, to the extent such policy--

      o     is obtained from an insurer having a claims-paying ability or
            financial strength rating that meets, or whose obligations are
            guaranteed or backed in writing by an entity having a claims-paying
            ability or financial strength rating that meets, the requirements of
            the pooling and servicing agreement, and

      o     provides protection equivalent to the individual policies otherwise
            required,

the master servicer or the special servicer, as the case may be, will be deemed
to have satisfied its obligation to cause hazard insurance to be maintained on
the related mortgaged properties and/or REO Properties. That blanket policy may
contain a customary deductible clause, except that if there has not been
maintained on the related mortgaged property or REO Property an individual
hazard insurance policy complying with the requirements described above in this
"--Maintenance of Insurance" section, and there occur one or more losses that
would have been covered by an individual policy, then the master servicer or
special servicer, as appropriate, must promptly deposit into the master
servicer's custodial account from its own funds the amount of those losses that
would have been covered by an individual policy, taking account of any
applicable (or, to the extent consistent with the Servicing Standard, deemed)
deductible clause, but are not covered under the blanket policy because of the
deductible clause in the blanket policy.


                                      S-155



FAIR VALUE OPTION

      Serviced Loans. After any mortgage loan in the trust (excluding the
Non-Serviced Trust Loan) has become a specially serviced mortgage loan as to
which an event of default has occurred or is reasonably foreseeable, the special
servicer will give notice of that event to the trustee, and the trustee will
promptly notify each certificateholder of the series 2007-GG9 controlling class.
Any single certificateholder or group of certificateholders with a majority
interest in the series 2007-GG9 controlling class, the special servicer and any
assignees of the foregoing parties will have the option to purchase that
specially serviced mortgage loan at a price generally equal to the sum of--

      o     the outstanding principal balance of the mortgage loan,

      o     all accrued and unpaid interest on the mortgage loan, other than
            Default Interest,

      o     all unreimbursed servicing advances with respect to the mortgage
            loan, and

      o     all unpaid interest accrued on advances made by the master servicer,
            the special servicer and/or the trustee with respect to that
            mortgage loan.

      With respect to a Loan Group that consists of two or more pari passu
mortgage loans, the party that exercises the foregoing purchase option will only
be entitled to purchase the pari passu mortgage loan in the trust.

      If none of the purchase option holders exercises its option to purchase
any specially serviced mortgage loan as described in the prior paragraph, then
each holder of the purchase option will also have the option to purchase that
specially serviced mortgage loan at a price equal to the fair value of that
loan.

      Upon receipt of a written request from any holder of the purchase option
to determine the fair value price in contemplation of its intention to exercise
its option to purchase that specially serviced mortgage loan at a price that is
below the purchase price set forth in the first paragraph under "--Fair Value
Option" above, the special servicer is required to promptly obtain an appraisal
of the related mortgaged property by an independent appraiser (unless such an
appraisal was obtained within one year of such date and the special servicer has
no knowledge of any circumstances that would materially affect the validity of
that appraisal). Promptly after obtaining that appraisal, the special servicer
must determine the fair value price in accordance with the Servicing Standard
and the discussion in the penultimate paragraph of this "--Fair Value
Option--Serviced Loans" section. Promptly after determining the fair value
price, the special servicer is required to report such fair value price to the
trustee and each holder of the purchase option.

      THERE CAN BE NO ASSURANCE THAT THE SPECIAL SERVICER'S FAIR MARKET VALUE
DETERMINATION FOR ANY SPECIALLY SERVICED MORTGAGE LOAN WILL EQUAL THE AMOUNT
THAT COULD HAVE ACTUALLY BEEN REALIZED IN AN OPEN BID OR WILL EQUAL OR BE
GREATER THAN THE AMOUNT THAT COULD HAVE BEEN REALIZED THROUGH FORECLOSURE OR A
WORKOUT OF THE SUBJECT SPECIALLY SERVICED MORTGAGE LOAN.

      If the special servicer has not accepted a bid at the fair value price
prior to the expiration of 120 days from the special servicer's most recent
determination of the fair value price and the special servicer thereafter
receives a bid at the fair value price or a request from a holder of the
purchase option for an updated fair value price, the special servicer is
required to, within 45 days, recalculate the fair value price and repeat the
notice and bidding procedure described above until the purchase option
terminates. In connection with such recalculation, the special servicer may
obtain an updated appraisal if it determines that market conditions or
conditions at the mortgaged property warrant an updated appraisal.

      If the party exercising the purchase option at the fair value price for
any specially serviced mortgage loan is the special servicer or an affiliate
thereof, the trustee is required to verify that the fair value price is at least
equal to the fair value of such mortgage loan. In determining whether the fair
value price is at least equal to the fair value of such mortgage loan the
trustee is permitted to conclusively rely on an appraisal obtained by the
trustee from an independent appraiser at the time it is required to verify the
fair value price, and/or the opinion of an independent expert in real estate
matters (including the master servicer) with at least five years' experience in
valuing or


                                      S-156



investing in loans, similar to such mortgage loan, that has been selected by the
trustee with reasonable care at the expense of the trust.

      Any holder of the purchase option may, once such option is exercisable,
assign its purchase option with respect to any specially serviced mortgage loan
to a third party other than another holder of the purchase option and, upon such
assignment, such third party will have all of the rights that had been granted
to the assignor in respect of the purchase option. Such assignment will only be
effective after written notice (together with a copy of the executed assignment
and assumption agreement) has been delivered to the trustee, the master servicer
and the special servicer.

      In determining the fair value price for any specially serviced mortgage
loan, the special servicer may take into account and rely upon, among other
factors, the results of any appraisal or updated appraisal that it or the master
servicer may have obtained in accordance with the pooling and servicing
agreement within the prior 12 months; the opinions on fair value expressed by
independent investors in mortgage loans comparable to the subject specially
serviced mortgage loan; the period and amount of any delinquency on the subject
specially serviced mortgage loan; the physical condition of the related
mortgaged property; the state of the local economy; and the expected recoveries
from the subject specially serviced mortgage loan if the special servicer were
to pursue a workout or foreclosure strategy instead of selling such mortgage
loan to a holder of the purchase option.

      The purchase option for any specially serviced mortgage loan will
terminate, and will not be exercisable (or if exercised, but the purchase of the
subject mortgage loan has not yet occurred, will terminate and be of no further
force or effect) if (a) the purchase option has been exercised by an
optionholder, (b) such specially serviced mortgage loan has ceased to be a
specially serviced mortgage loan, (c) the related mortgaged property has become
an REO Property or (d) a final recovery determination has been made with respect
to such specially serviced mortgage loan. Until a specially serviced mortgage
loan is purchased in the manner set forth above, the special servicer is
required to continue to pursue all of the other resolution options available to
it with respect to the specially serviced mortgage loan in accordance with the
Servicing Standard.

      Non-Serviced Loan Group.

      With respect to the Non-Serviced Loan Group, the 2006-LDP9 Special
Servicer will use the fair value method determined by the 2006-LDP9 Special
Servicer under the 2006-LDP9 PSA, which generally provides for a similar method
of fair value determination as the pooling and servicing agreement for this
transaction. The purchase option holders under the pooling and servicing
agreement described above under "--Serviced Loans" will be entitled to purchase
the Non-Serviced Trust Loan at the purchase price so determined by the 2006-LDP9
Special Servicer. The holder of the Non-Serviced Trust Loan will not be entitled
to purchase the Non-Serviced Companion Loan from the 2006-LDP9 Trust.
Conversely, the holder of the purchase option under the 2006-LDP9 PSA will not
be entitled to purchase the Non-Serviced Trust Loan from the trust in connection
with the exercise of its option.

REALIZATION UPON DEFAULTED MORTGAGE LOANS

      With respect to any specially serviced mortgage loan (excluding the
Non-Serviced Trust Loan) that has become and continues to be in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments, then, subject to the discussion under "--The Directing Holders" above,
the special servicer may, on behalf of the trust, take any of the following
actions:

      o     institute foreclosure proceedings;

      o     exercise any power of sale contained in the related mortgage
            instrument;

      o     obtain a deed in lieu of foreclosure; or

      o     otherwise acquire title to the corresponding mortgaged property, by
            operation of law or otherwise.

      Notwithstanding the foregoing, the special servicer may not, on behalf of
the trust, obtain title to a mortgaged property by foreclosure, deed in lieu of
foreclosure or otherwise, or take any other action with respect to any mortgaged
property, if, as a result of that action, the trustee, on behalf of the series
2007-GG9 certificateholders and/or the Companion Loan Holder, could, in the
judgment of the special servicer, exercised in accordance with the


                                      S-157



Servicing Standard, be considered to hold title to, to be a
mortgagee-in-possession of, or to be an owner or operator of, that mortgaged
property within the meaning of CERCLA or any comparable law, unless:

      o     the special servicer has previously determined in accordance with
            the Servicing Standard, based on a report prepared by a person who
            regularly conducts environmental audits, that the mortgaged property
            is in compliance with applicable environmental laws and regulations
            and there are no circumstances or conditions present at the
            mortgaged property that have resulted in any contamination for which
            investigation, testing, monitoring, containment, clean-up or
            remediation could be required under any applicable environmental
            laws and regulations; or

      o     in the event that the determination described in the preceding
            bullet cannot be made--

            1.    the special servicer has previously determined in accordance
                  with the Servicing Standard, on the same basis as described in
                  the preceding bullet, that it would maximize the recovery to
                  the series 2007-GG9 certificateholders and, if the subject
                  mortgaged property secures a Loan Group, the related Companion
                  Loan Holder, as a collective whole, on a present value basis
                  to acquire title to or possession of the mortgaged property
                  and to take such remedial, corrective and/or other further
                  actions as are necessary to bring the mortgaged property into
                  compliance with applicable environmental laws and regulations
                  and to appropriately address any of the circumstances and
                  conditions referred to in the preceding bullet, and

            2.    the applicable directing holder representative has not
                  objected to the special servicer's doing so,

in any event as described under "--The Directing Holders--Rights and Powers of
the Directing Holder" above.

      The cost of any environmental testing will be covered by, and reimbursable
as, a servicing advance, and the cost of any remedial, corrective or other
further action contemplated by the second bullet of the preceding paragraph will
generally be payable directly out of the master servicer's custodial account.

      If neither of the conditions set forth in the two bullets of the second
preceding paragraph has been satisfied with respect to any mortgaged property
securing a defaulted mortgage loan serviced under the pooling and servicing
agreement, the special servicer will be required to take such action as is in
accordance with the Servicing Standard, other than proceeding against the
mortgaged property. In connection with the foregoing, the special servicer may,
on behalf of the trust, but subject to the discussion under "--The Directing
Holders--Rights and Powers of the Directing Holder" above, release all or a
portion of the mortgaged property from the lien of the related mortgage.

      If Liquidation Proceeds collected with respect to a defaulted mortgage
loan in the trust are less than the outstanding principal balance of the
defaulted mortgage loan, together with accrued interest on and reimbursable
expenses incurred by the special servicer and/or the master servicer in
connection with that mortgage loan, then the trust will realize a loss in the
amount of the shortfall. The special servicer and/or the master servicer will be
entitled to reimbursement out of the Liquidation Proceeds recovered on any
defaulted mortgage loan, prior to the payment of the Liquidation Proceeds to the
series 2007-GG9 certificateholders, for--

      o     any and all amounts that represent unpaid servicing compensation
            with respect to the mortgage loan,

      o     unreimbursed servicing expenses incurred with respect to the
            mortgage loan, and

      o     any unreimbursed advances of delinquent payments made with respect
            to the mortgage loan.

      In addition, amounts otherwise payable on the series 2007-GG9 certificates
may be further reduced by interest payable to the master servicer and/or special
servicer on the servicing expenses and advances.


                                      S-158



REO PROPERTIES

      If title to any mortgaged property is acquired by the special servicer on
behalf of the trust, then the special servicer will be required to sell that
property not later than the end of the third calendar year following the year of
acquisition, unless--

      o     the IRS grants an extension of time to sell the property, or

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

      Subject to the foregoing, the special servicer will generally be required
to solicit cash offers for any REO Property held by the trust in a manner that
is in accordance with the Servicing Standard. The special servicer may retain an
independent contractor to operate and manage the REO Property. The retention of
an independent contractor will not relieve the special servicer of its
obligations with respect to the REO Property. Regardless of whether the special
servicer applies for or is granted an extension of time to sell the property,
the special servicer must act in accordance with the Servicing Standard to
liquidate the property on a timely basis. If an extension is granted or opinion
given, the special servicer must sell the REO Property within the period
specified in the extension or opinion, as the case may be.

      Neither the trustee, in its individual capacity, nor any of its affiliates
may bid for or purchase from the trust any REO Property.

      In general, the special servicer or an independent contractor employed by
the special servicer at the expense of the trust will be obligated to operate
and manage any REO Property held by the trust in a manner that:

      o     maintains its status as foreclosure property under the REMIC
            provisions of the Internal Revenue Code, and

      o     would, to the extent consistent with the preceding bullet and is in
            accordance with the Servicing Standard, maximize the trust's net
            after-tax proceeds from that property without materially impairing
            the special servicer's ability to sell the REO Property promptly at
            a fair price.

      The special servicer must review the operation of each REO Property held
by the trust and consult with the trustee, or any person appointed by the
trustee to act as tax administrator, to determine the trust's federal income tax
reporting position with respect to the income it is anticipated that the trust
would derive from the property. The special servicer could determine that it
would not be commercially reasonable to manage and operate the property in a
manner that would avoid the imposition of a tax on net income from foreclosure
property, within the meaning of section 860G(c) of the Internal Revenue Code.

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

      The determination as to whether income from an REO Property held by the
trust would be subject to a tax will depend on the specific facts and
circumstances relating to the management and operation of each REO Property. The
risk of taxation being imposed on income derived from the operation of
foreclosed real property is particularly present in the case of hospitality
properties and other operating businesses. Any tax imposed on the trust's income
from an REO Property would reduce the amount available for payment to the series
2007-GG9 certificateholders. See "Federal Income Tax Consequences" in this
prospectus supplement and in the accompanying prospectus. The reasonable
out-of-pocket costs and expenses of obtaining professional tax advice in
connection with the foregoing will be payable out of the master servicer's
custodial account.


                                      S-159



      The special servicer will be required to segregate and hold all funds
collected and received in connection with any REO Property held by the trust
separate and apart from its own funds and general assets. If an REO Property is
acquired by the trust, the special servicer will be required to establish and
maintain an account for the retention of revenues and other proceeds derived
from the REO Property. That REO account must be maintained in a manner and with
a depository institution that satisfies rating agency standards for
securitizations similar to the one involving the offered certificates. The
special servicer will be required to deposit, or cause to be deposited, in its
REO account, upon receipt, all net income, Insurance Proceeds, Condemnation
Proceeds and Liquidation Proceeds received with respect to each REO Property
held by the trust. The funds held in this REO account may be held as cash or
invested in Permitted Investments. Any interest or other income earned on funds
in the special servicer's REO account will be payable to the special servicer,
subject to the limitations described in the pooling and servicing agreement.

      The REO account and account activity conducted by the special servicer
will not be independently verified by any other person or entity. Cash in the
REO account in any collection period will generally be held in such account
until required or permitted to be disbursed in accordance with the terms of such
account.

      The special servicer will be required to withdraw from its REO account
funds necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property held by the trust, but only to the extent of
amounts on deposit in the account relating to that particular REO Property.
Promptly following the end of each collection period, the special servicer will
be required to withdraw from the REO account and deposit, or deliver to the
master servicer for deposit, into the master servicer's custodial account the
total of all amounts received with respect to each REO Property held by the
trust during that collection period, net of--

      o     any withdrawals made out of those amounts as described in the
            preceding sentence, and

      o     any portion of those amounts that may be retained as reserves as
            described in the next sentence.

      The special servicer may, subject to the limitations described in the
pooling and servicing agreement, retain in its REO account that portion of the
proceeds and collections as may be necessary to maintain a reserve of sufficient
funds for the proper operation, management, leasing, maintenance and disposition
of the related REO Property, including the creation of a reasonable reserve for
repairs, replacements, necessary capital improvements and other related
expenses.

      The special servicer must keep and maintain separate records, on a
property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, its REO account.

INSPECTIONS; COLLECTION OF OPERATING INFORMATION

      The special servicer will be required to perform or cause to be performed
a physical inspection of a mortgaged property (excluding the properties securing
the Non-Serviced Loan Group) as soon as practicable after the related mortgage
loan becomes a specially serviced mortgage loan and annually thereafter for so
long as the related mortgage loan remains a specially serviced mortgage loan,
provided that the cost of each of those inspections will be reimbursable to the
special servicer as a servicing advance. In addition, the special servicer must
perform or cause to be performed a physical inspection of each of the REO
Properties held by the trust at least once per calendar year, provided that the
cost of each of those inspections will be reimbursable to the special servicer
as a servicing advance. Beginning in 2008, the master servicer will be required
at its expense to perform or cause to be performed a physical inspection of each
mortgaged property (excluding the properties securing the Non-Serviced Loan
Group) securing a non-specially serviced mortgage loan--

      o     at least once every two calendar years in the case of mortgaged
            properties securing mortgage loans that have outstanding principal
            balances, or with allocated loan amounts, of $2,000,000 or less, and

      o     at least once every calendar year in the case of all other mortgaged
            properties;

provided that the master servicer will not be required to perform or cause to be
performed an inspection on a mortgaged property if such property has been
inspected by the master servicer or the special servicer in the preceding six
months.


                                      S-160



      The master servicer and the special servicer will each be required to
prepare or cause to be prepared and deliver to the trustee a written report of
each of the inspections performed by it that generally describes the condition
of the mortgaged property and that specifies the existence of any sale, transfer
or abandonment of the mortgaged property or any material change in its condition
or value.

      The special servicer, in the case of any specially serviced mortgage
loans, and the master servicer, in the case of all other mortgage loans
(excluding the Non-Serviced Loan Group), will also be required, consistent with
the Servicing Standard, to use reasonable efforts to collect from the related
borrowers and review the quarterly and annual operating statements and related
rent rolls with respect to each of the related mortgaged properties and to the
extent required under the loan documents, REO Properties. The special servicer
will be required to deliver to the master servicer copies of the operating
statements and rent rolls it collects. The master servicer will be required to
deliver, based on reports generated by itself and the special servicer, to the
trustee, upon request, an operating statement analysis report with respect to
each mortgaged property and REO Property for the applicable period. See
"Description of the Offered Certificates--Reports to Certificateholders;
Available Information" in this prospectus supplement. Each of the mortgage loans
requires the related borrower to deliver an annual property operating statement
or other annual financial information. The foregoing notwithstanding, there can
be no assurance that any operating statements required to be delivered will in
fact be delivered, nor are the master servicer and the special servicer likely
to have any practical means of compelling their delivery in the case of an
otherwise performing mortgage loan.

EVIDENCE AS TO COMPLIANCE

      On or before March 15 of each year, commencing in March 2008, the master
servicer and the special servicer will be required to deliver annually to the
trustee and to us 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
supervision of the officer, 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 in all material respects throughout the year,
or, if there has been a default in the fulfillment of any obligation, specifying
the default known to the officer and the nature and status of the default. Each
of the master servicer and the special servicer will be required to use
commercially reasonable efforts to cause its respective sub-servicer to provide
a similar officer's certificate, if such sub-servicer is either affiliated with
the master servicer or special servicer, as applicable, or services 10% or more
of the underlying mortgage loans.

      In addition, the master servicer, the special servicer and the trustee
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:

      o     a statement of the party's responsibility for assessing compliance
            with the servicing criteria 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; 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.


                                      S-161



      Each of the master servicer and the special servicer will be required to
use commercially reasonable efforts to cause its respective sub-servicer to
provide an Assessment of Compliance and an Attestation Report, unless such
sub-servicer's activities relate to less than 5% of the underlying mortgage
loans.

CERTAIN MATTERS REGARDING THE MASTER SERVICER, THE SPECIAL SERVICER AND THE
DEPOSITOR

      Each of the master servicer and the special servicer may assign its rights
and delegate its duties and obligations under the pooling and servicing
agreement, provided that certain conditions are satisfied including obtaining
the written confirmation of each of the Rating Agencies that such assignment or
delegation will not cause a qualification, withdrawal or downgrading of the then
current ratings assigned to the certificates. The resigning master servicer or
special servicer, as applicable, must pay all costs and expenses associated with
the transfer of its duties after resignation. The pooling and servicing
agreement provides that the master servicer or the special servicer, as the case
may be, may not otherwise resign from its obligations and duties as master
servicer or the special servicer, as the case may be, except upon the
determination that performance of its duties is no longer permissible under
applicable law and provided that such determination is evidenced by an opinion
of counsel delivered to the trustee. No such resignation may become effective
until a successor master servicer or special servicer has assumed the
obligations of the master servicer or the special servicer under the pooling and
servicing agreement. The trustee or any other successor master servicer or
special servicer assuming the obligations of the master servicer or the special
servicer under the pooling and servicing agreement will be entitled to the
compensation to which the master servicer or the special servicer would have
been entitled after the date of assumption of such obligations (other than
certain workout fees which the prior special servicer will be entitled to retain
and certain portion of servicing fee which the initial master servicer will be
entitled to retain pursuant to the terms of the pooling and servicing
agreement).

      The pooling and servicing agreement also provides that none of the
depositor, the master servicer, the special servicer, nor any director, officer,
employee or agent of the depositor, the master servicer or the special servicer
will be under any liability to the trust or the holders of the certificates for
any action taken or for refraining from the taking of any action in good faith
pursuant to the pooling and servicing agreement, or for errors in judgment.
However, none of the depositor, the master servicer, the special servicer nor
any such person will be protected against any expense or liability specifically
required to be borne by such party without right of reimbursement pursuant to
the terms of the pooling and servicing agreement or any liability which would
otherwise be imposed by reason of (i) any breach of such party's warranty or
representation in the pooling and servicing agreement, or (ii) any willful
misfeasance, bad faith, fraud or negligence in the performance of their duties
under the pooling and servicing agreement or by reason of reckless disregard of
obligations or duties under the pooling and servicing agreement. The pooling and
servicing agreement further provides that the depositor, the master servicer,
the special servicer and any director, manager, officer, employee or agent of
the depositor, the master servicer or the special servicer will be entitled to
indemnification by the trust fund for any loss, liability or expense incurred in
connection with any legal action or claim relating to the pooling and servicing
agreement or the certificates (including in connection with the dissemination of
information and reports as contemplated by the pooling and servicing agreement),
other than any such loss, liability or expense: (i) specifically required to be
borne by the party seeking indemnification, without right of reimbursement
pursuant to the terms of the pooling and servicing agreement; (ii) which
constitutes a servicing advance that is otherwise reimbursable under the pooling
and servicing agreement; (iii) incurred in connection with any legal action or
claim against the party seeking indemnification, resulting from any breach on
the part of that party of a representation or warranty made in the pooling and
servicing agreement; or (iv) incurred in connection with any legal action or
claim against the party seeking indemnification, resulting from any willful
misfeasance, bad faith or negligence on the part of that party in the
performance of its obligations or duties under the pooling and servicing
agreement or negligent disregard of such obligations or duties.

      In addition, the pooling and servicing agreement provides that none of the
depositor, the master servicer, nor the special servicer will be under any
obligation to appear in, prosecute or defend any administrative or legal action,
proceeding, hearing or examination unless such action is related to its duties
under the pooling and servicing agreement and which in its opinion does not
expose it to any expense or liability for which reimbursement is not reasonably
assured. The depositor, the master servicer or the special servicer may,
however, in its discretion undertake any such action which it may deem necessary
or desirable with respect to the enforcement and/or protection of the rights and
duties of the parties to the pooling and servicing agreement and the interests
of the holders of certificates under the pooling and servicing agreement. In
such event, the legal expenses and costs of


                                      S-162



such action and any liability resulting from such action will be expenses, costs
and liabilities of the trust fund, and the depositor, the master servicer and
the special servicer will be entitled to be reimbursed for those amounts from
the Custodial Account.

      The special servicer will have the right to direct, manage, prosecute
and/or defend any action brought by a borrower against the trust and/or the
special servicer and represent the interests of the trust in any litigation
relating to the rights and obligations of the borrower or the lender, or the
enforcement of the obligations of a borrower, under the loan documents
("TRUST-RELATED LITIGATION"). To the extent the master servicer is named in
Trust-Related Litigation, and the trust or special servicer is not named, in
order to effectuate the role of the special servicer as contemplated above, the
master servicer will be required to (i) notify the special servicer of such
Trust-Related Litigation within ten (10) days of the master servicer receiving
service of the Trust-Related Litigation; (ii) provide monthly status reports to
the special servicer, regarding the Trust-Related Litigation; (iii) seek to have
the trust replace the master servicer as the appropriate party to the Trust
Related Litigation; and (iv) so long as the master servicer remains a party to
the Trust Related Litigation, consult with and act at the direction of the
special servicer with respect to decisions and resolutions related to the
interests of the trust in the Trust-Related Litigation, including but not
limited to the selection of counsel, provided, however, that if there are claims
against the master servicer and the master servicer has not determined that
separate counsel is required for the claims, the counsel must be reasonably
acceptable to the master servicer.

      Notwithstanding the right of the special servicer to represent the
interests of the trust in Trust-Related Litigation, and subject to the rights of
the special servicer to direct the master servicer's actions described below,
the master servicer will retain the right to make determinations relating to
claims against the master servicer, including but not limited to the right to
engage separate counsel in the master servicer's reasonable discretion, the cost
of which will be subject to indemnification pursuant to the pooling and
servicing agreement.

      Notwithstanding the master servicer's right to make determinations
relating to claims against the master servicer, the special servicer will have
the right at any time to (i) direct the master servicer to settle any claims
brought against the trust, including claims asserted against the master servicer
(whether or not the trust or the special servicer is named in any such claims or
Trust-Related Litigation) and (ii) otherwise reasonably direct the actions of
the master servicer relating to claims against the master servicer (whether or
not the trust or the special servicer is named in any such claims or
Trust-Related Litigation), provided in either case that (a) any settlement or
other direction does not require any admission, or is not likely to result in a
finding, of liability or wrongdoing on the part of the master servicer, (b) the
cost of settlement or any resulting judgment is and will be paid by the trust,
(c) the master servicer is and will be indemnified pursuant to the pooling and
servicing agreement for all costs and expenses of the master servicer incurred
in defending and settling the Trust-Related Litigation and for any judgment, (d)
any action taken by the master servicer at the direction of the special servicer
will be deemed (as to the master servicer) to be in compliance with the
servicing standard and (e) the special servicer provides the master servicer
with assurance reasonably satisfactory to the master servicer as to the items in
clauses (a), (b) and (c).

      In the event that both the master servicer and the special servicer or the
trust are named in litigation, the master servicer and the special servicer will
cooperate with each other to afford the master servicer and the special servicer
the rights afforded to such party described above.

      Notwithstanding the foregoing, the special servicer may authorize the
master servicer, and the master servicer may agree (both authority and agreement
to be in writing), to make certain decisions or control certain Trust-Related
Litigation on behalf of the trust.

      Notwithstanding the foregoing, no advice, direction or objection given or
made, or consent withheld, by the holder of certificates representing a majority
interest in the controlling class of the series 2007-GG9 certificates may (i)
require or cause the special servicer or the master servicer to violate any
applicable law, the terms of any mortgage loan or any related intercreditor,
co-lender or similar agreement, any provision of the pooling and servicing
agreement, including the special servicer's or the master servicer's obligation
to act in accordance with the Servicing Standard or the loan documents for any
mortgage loan, (ii) will adversely affect the status of the REMIC trust or the
grantor trust or have adverse tax consequences for the trust fund, (iii) expose
any of the Mortgage Loan Sellers, the depositor, the master servicer, the
special servicer, the trust fund, the trustee, any holder of a Companion Loan,
or any of their respective affiliates, officers, directors, shareholders,
partners, members, managers, employees or agents to any claim, suit, or
liability for which the pooling and servicing agreement does not provide


                                      S-163



indemnification to such party or expose any such party to prosecution for a
criminal offense, or (iv) materially expand the scope of the special servicer's
or the master servicer's, as applicable, responsibilities under the pooling and
servicing agreement, and neither the special servicer nor the master servicer
will follow any such advice, direction, or objection if given by the holder of
certificates representing a majority interest in the controlling class of the
series 2007-GG9 certificates or initiate any such actions.

      Notwithstanding the foregoing, (a) in the event that any action, suit,
litigation or proceeding names the trustee in its individual capacity, or in the
event that any judgment is rendered against the trustee in its individual
capacity, the trustee, upon prior written notice to the master servicer or the
special servicer, as applicable, may retain counsel and appear in any such
proceeding on its own behalf in order to protect and represent its interests;
provided that the master servicer or special servicer, as applicable, will
retain the right to manage and direct any such action, suit, litigation or
proceeding; (b) in the event of any action, suit, litigation or proceeding,
other than an action, suit, litigation or proceeding relating to the enforcement
of the obligations of a borrower under the related mortgage loan documents,
neither the master servicer nor the special servicer will, without the prior
written consent of the trustee, (i) initiate any action, suit, litigation or
proceeding in the name of the trustee, whether in such capacity or individually,
(ii) engage counsel to represent the trustee, or (iii) prepare, execute or
deliver any government filings, forms, permits, registrations or other documents
or take any other similar action with intent to cause, and that actually causes,
the trustee to be registered to do business in any state; and (c) in the event
that any court finds that the trustee is a necessary party in respect of any
action, suit, litigation or proceeding relating to or arising from the pooling
and servicing agreement or any mortgage loan, the trustee will have the right to
retain counsel and appear in any such proceedings on its own behalf in order to
protect and represent its interest, whether as trustee or individually; provided
that the master servicer or the special servicer, as applicable, will retain the
right to manage and direct any such action, suit, litigation or proceeding.

      The master servicer or the special servicer will not be liable or
responsible for any action taken or omitted to be taken by the other of them
(unless they are the same person or affiliates) or for any action taken or
omitted to be taken by the Depositor, the trustee, any certificateholders or the
Companion Loan Holders.

      The pooling and servicing agreement will provide that each of the
2006-LDP9 Master Servicer, the 2006-LDP9 Special Servicer, the 2006-LDP9
Depositor and the 2006-LDP9 Trustee under the 2006-LDP9 PSA, and any of their
respective directors, officers, employees or agents (each, a "PARI PASSU
INDEMNIFIED PARTY"), shall be indemnified by the trust fund and held harmless
against the trust fund's pro rata share (subject to the related intercreditor
agreement or co-lender agreement) of any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses incurred in
connection with any legal action relating to the related Loan Group under the
2006-LDP9 PSA or the pooling and servicing agreement (but excluding any such
losses allocable to the Non-Serviced Companion Loan), reasonably requiring the
use of counsel or the incurring of expenses other than any losses incurred by
reason of any Pari Passu Indemnified Party's willful misfeasance, bad faith or
negligence in the performance of duties or by reason of negligent disregard of
obligations and duties under the 2006-LDP9 PSA.

EVENTS OF DEFAULT

      Each of the following events, circumstances and conditions will be
considered events of default under the pooling and servicing agreement:

      o     the master servicer or the special servicer fails to deposit, or to
            remit to the appropriate party for deposit, into the master
            servicer's custodial account or the special servicer's REO account,
            as applicable, any amount required to be so deposited, which failure
            is not remedied within one business day following the date on which
            the deposit or remittance was required to be made;

      o     the master servicer fails to remit to the trustee for deposit in the
            trustee's distribution account any amount required to be so
            remitted, and that failure continues unremedied until 11:00 a.m.,
            New York City time, on the applicable payment date, or the master
            servicer fails to make in a timely manner any payments required to
            be made to any Companion Loan Holder, and that failure continues
            unremedied until 11:00 a.m., New York City time, on the first
            business day following the applicable payment date;


                                      S-164



      o     the master servicer fails to timely make any servicing advance
            required to be made by it under the pooling and servicing agreement,
            and that failure continues unremedied for three business days
            following the date on which notice of such failure has been given to
            the master servicer by the trustee or any other parties to the
            pooling and servicing agreement;

      o     the master servicer or the special servicer fails to observe or
            perform in any material respect any of its other covenants or
            agreements under the pooling and servicing agreement, and that
            failure continues unremedied for 30 days (15 days in the case of
            payment of insurance premiums) or, if the responsible party is
            diligently attempting to remedy the failure, 60 days after written
            notice of the failure has been given to the master servicer or the
            special servicer, as the case may be, by any other party to the
            pooling and servicing agreement, by series 2007-GG9
            certificateholders entitled to not less than 25% of the voting
            rights for the series or by a Companion Loan Holder, if affected;

      o     it is determined that there is a breach by the master servicer or
            the special servicer of any of its representations or warranties
            contained in the pooling and servicing agreement that materially and
            adversely affects the interests of any class of series 2007-GG9
            certificateholders or a Companion Loan Holder, and that breach
            continues unremedied for 30 days or, if the responsible party is
            diligently attempting to cure the breach, 60 days after written
            notice of the breach has been given to the master servicer or the
            special servicer, as the case may be, by any other party to the
            pooling and servicing agreement, by series 2007-GG9
            certificateholders entitled to not less than 25% of the voting
            rights for the series or by the affected Companion Loan Holder;

      o     various events of bankruptcy, insolvency, readjustment of debt,
            marshalling of assets and liabilities, or similar proceedings occur
            with respect to the master servicer or the special servicer, or the
            master servicer or the special servicer takes various actions
            indicating its bankruptcy, insolvency or inability to pay its
            obligations;

      o     one or more ratings assigned by Moody's to the series 2007-GG9
            certificates or any securities backed by a Companion Loan are
            qualified, downgraded or withdrawn, or otherwise made the subject of
            a "negative" credit watch (and such "watch status" placement shall
            not have been withdrawn within 60 days of the date such servicing
            officer obtained actual knowledge), and Moody's has given written
            notice to the trustee that such action is solely or in material part
            a result of the master servicer or special servicer acting in that
            capacity;

      o     the master servicer or the special servicer is removed from S&P's
            Select Servicer List as a U.S. Commercial Mortgage Master Servicer
            or U.S. Commercial Mortgage Special Servicer, as applicable, and is
            not restored to such status on such list within 60 days;

      o     one or more ratings assigned by Fitch to the series 2007-GG9
            certificates or any securities backed by a Companion Loan are
            qualified, downgraded or withdrawn, or otherwise made the subject of
            a "negative" credit watch (and such "watch status" placement has not
            been withdrawn within 60 days of the date such servicing officer
            obtained actual knowledge), and Fitch has given written notice to
            the trustee that such action is solely or in material part a result
            of the master servicer or special servicer acting in that capacity;

      o     the master servicer or the special servicer is downgraded below
            "CMS3" by Fitch or the master servicer or the special servicer is
            downgraded below "CSS3" by Fitch and such rating is not raised to at
            least "CMS3" or "CSS3," as applicable, within 60 days of the master
            servicer or the special servicer receiving notice of such downgrade;
            and

      o     the master servicer, or any primary servicer or sub-servicer
            appointed by the master servicer after the closing date (but
            excluding any primary servicer or sub-servicer which the master
            servicer has been instructed to retain by the Depositor, a Mortgage
            Loan Seller or the trustee at the direction of a Companion Loan
            Holder) shall, after any applicable notice, grace and/or cure
            period, fail to deliver the items required by the pooling and
            servicing agreement to enable the trustee or Depositor to comply
            with the trust's reporting obligations under the Securities Exchange
            Act of 1934, as amended.


                                      S-165



      The pooling and servicing agreement will also provide that upon the master
servicer's failure to perform certain of its responsibilities with respect to
the Companion Loans, the holders of the Companion Loans will have certain
remedies as more particularly described below under "--Rights Upon Event of
Default."

RIGHTS UPON EVENT OF DEFAULT

      If an event of default described above under "--Events of Default" occurs
with respect to the master servicer or the special servicer and remains
unremedied, the trustee will be authorized, and at the direction of the series
2007-GG9 certificateholders entitled to not less than 25% of the voting rights
for the series, the trustee will be required, to terminate all of the rights and
obligations of the defaulting party under the pooling and servicing agreement
and in and to the trust assets other than any rights the defaulting party may
have as a series 2007-GG9 certificateholder. Upon any termination, the trustee
must either:

      o     succeed to all of the responsibilities, duties and liabilities of
            the master servicer or special servicer, as the case may be, under
            the pooling and servicing agreement; or

      o     appoint an established mortgage loan servicing institution to act as
            successor master servicer or special servicer, as the case may be.

      The holders of series 2007-GG9 certificates entitled to a majority of the
voting rights for the series may require the trustee to appoint an established
mortgage loan servicing institution to act as successor master servicer or
special servicer, as the case may be, rather than have the trustee act as that
successor. The appointment of a successor special servicer by the trustee is
subject to the rights of the related directing holder to designate a successor
special servicer as described under "--Replacement of the Special Servicer"
above.

      Notwithstanding the foregoing discussion in this "--Rights Upon Event of
Default" section, if the master servicer is terminated under the circumstances
described above because of the occurrence of any of the events of default
described in the seventh, eighth, ninth and tenth bullet points under "--Events
of Default" above, the master servicer will have the right for a period of 45
days, at its expense, to sell its master servicing rights with respect to the
mortgage loans to a master servicer whose appointment S&P, Moody's and Fitch
have confirmed will not result in a qualification, downgrade or withdrawal of
any of the then current ratings of the series 2007-GG9 certificates.

      Notwithstanding the foregoing in this "--Rights Upon Event of Default"
section, if an event of default on the part of the master servicer affects a
Companion Loan and if the master servicer is not otherwise terminated, the
trustee, at the direction of the Companion Loan Holder, will be required to
direct the master servicer to appoint a sub-servicer (if a sub-servicer or
primary servicer is not already in place and an event of default with respect to
such sub-servicer or primary servicer has not occurred) that will be responsible
for servicing the related Loan Group. If an event of default on the part of the
master servicer only affects a Companion Loan, the master servicer may not be
terminated, however, the trustee, at the direction of the Companion Loan Holder,
will be required to direct the master servicer to appoint a sub-servicer (if a
sub-servicer or primary servicer is not already in place and an event of default
with respect to such sub-servicer or primary servicer has not occurred) that
will be responsible for servicing the related Loan Group. If an event of default
has occurred with respect to the master servicer but not the primary servicer
for any mortgage loan or Loan Group under the relevant primary servicing
agreement, the primary servicer will remain responsible for servicing such
mortgage loan or Loan Group.

      In general, series 2007-GG9 certificateholders entitled to at least
66 2/3% of the voting rights allocated to each class of series 2007-GG9
certificates affected by any event of default may waive the event of default.
However, the events of default described in the first two and last two bullets
under "--Events of Default" above may only be waived by all of the holders of
the affected classes of the series 2007-GG9 certificates. Upon any waiver of an
event of default, the event of default will cease to exist and will be deemed to
have been remedied for every purpose under the pooling and servicing agreement.

      No series 2007-GG9 certificateholder will have the right under the pooling
and servicing agreement to institute any suit, action or proceeding with respect
to that agreement or any mortgage loan unless--

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


                                      S-166



      o     except in the case of a default by the trustee, series 2007-GG9
            certificateholders entitled to not less than 25% of the voting
            rights for the 2007-GG9 series have made written request to the
            trustee to institute that suit, action or proceeding in its own name
            as trustee under the pooling and servicing agreement and have
            offered to the trustee such reasonable indemnity as it may require,
            and

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

      The trustee, however, will be under no obligation to exercise any of the
trusts or powers vested in it by the pooling and servicing agreement or to make
any investigation of matters arising under that agreement or to institute,
conduct or defend any litigation under that agreement or in relation to that
agreement at the request, order or direction of any of the series 2007-GG9
certificateholders, unless in the trustee's opinion, those certificateholders
have offered to the trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred as a result of any investigation
or litigation.

                     DESCRIPTION OF THE OFFERED CERTIFICATES

GENERAL

      The series 2007-GG9 certificates will be issued, on or about March 8,
2007, under the pooling and servicing agreement. They will represent the entire
beneficial ownership interest of the trust. The assets of the trust will
include:

      o     the mortgage loans;

      o     any and all payments under and proceeds of the mortgage loans
            received after the cut-off date, exclusive of payments of principal,
            interest and other amounts due on or before that date;

      o     the loan documents for the mortgage loans (subject to the rights of
            the holders of any Companion Loans in any Loan Group), including any
            intercreditor agreement or co-lender agreement with respect to any
            Loan Group;

      o     our rights under our mortgage loan purchase agreement with each
            Mortgage Loan Seller;

      o     any REO Properties acquired by the trust with respect to defaulted
            mortgage loans;

      o     those funds or assets as from time to time are deposited in the
            master servicer's custodial account described under "Servicing Under
            the Pooling and Servicing Agreement--Custodial Account," the special
            servicer's REO account described under "Servicing Under the Pooling
            and Servicing Agreement--REO Properties," the trustee's distribution
            account described under "--Distribution Account" below or the
            trustee's interest reserve account described under "--Interest
            Reserve Account" below; and

      o     swap agreements relating to the class A-MFL certificates and the
            class A-JFL certificates, respectively; provided, that none of the
            holders of any offered certificates will have any beneficial
            interest in any swap agreement.

      The series 2007-GG9 certificates will include the following classes:

      o     class A-1, class A-2, class A-3, class A-AB, class A-4, class A-1-A,
            class A-M, class A-J, class B, class C, class D, class E and class F
            which are the classes of series 2007-GG9 certificates that are
            offered by this prospectus supplement, and

      o     class XP, class XC, class A-MFL, class A-JFL, class G, class H,
            class J, class K, class L, class M, class N, class O, class P, class
            Q, class S, class R-I and class R-II, which are the classes of
            series 2007-GG9 certificates which will be retained or privately
            placed by us, and are not offered by this prospectus supplement.


                                      S-167



      The trust will also include the class A-MFL REMIC II regular interest and
the class A-JFL REMIC II regular interest, which will be represented by the
class A-MFL and class A-JFL certificates, respectively, which are not offered by
this prospectus supplement.

      The class A-1, class A-2, class A-3, class A-AB, class A-4, class A-1-A,
class A-M, class A-MFL, class A-J, class A-JFL, class B, class C, class D, class
E, class F, class G, class H, class J, class K, class L, class M, class N, class
O, class P, class Q and class S certificates are the series 2007-GG9
certificates that will have principal balances and are sometimes referred to as
the principal balance certificates. The principal balance of any of these
certificates will represent the total payments of principal to which the holder
of the certificate is entitled over time out of payments, or advances in lieu of
payments, and other collections on the assets of the trust. Accordingly, on each
payment date, the principal balance of each of these certificates will be
permanently reduced by any payments of principal actually made with respect to
the certificate on that payment date. See "--Payments" below. On any particular
payment date, the principal balance of each of these certificates may also be
reduced, without any corresponding payment, in connection with Realized Losses
on the underlying mortgage loans and Additional Trust Fund Expenses. However, in
limited circumstances, if and to the extent the total Stated Principal Balance
of the mortgage pool exceeds the total principal balance of the series 2007-GG9
principal balance certificates immediately following the distributions to be
made with respect to those certificates on any payment date, the total principal
balance of a class of series 2007-GG9 principal balance certificates that was
previously so reduced, without a corresponding payment of principal, may be
reinstated, with past due interest on such balance, to the extent of funds
available therefor. See "--Reductions of Certificate Principal Balances in
Connection With Realized Losses and Additional Trust Fund Expenses" below.

      The class XP and class XC certificates will not have principal balances
and are sometimes referred to in this prospectus supplement collectively as the
interest-only certificates. For purposes of calculating the amount of accrued
interest, each of the interest-only certificates will have a notional amount.
The initial notional amount of the class XP and class XC certificates will be $
and $6,575,923,863, respectively, although in each case it may be as much as 5%
larger or smaller.

      The notional amount of the class XP certificates will vary over time and
will be determined in accordance with Annex F to this prospectus supplement.

      On each payment date, the notional amount of the class XC certificates
will generally equal the aggregate outstanding principal balance of the class
A-1, class A-2, class A-3, class A-AB, class A-4, class A-1-A, class A-M, class
A-MFL REMIC II regular interest, class A-J, class A-JFL REMIC II regular
interest, class B, class C, class D, class E, class F, class G, class H, class
J, class K, class L, class M, class N, class O, class P, class Q and class S
certificates outstanding from time to time.

      The class R-I and class R-II certificates will not have principal balances
or notional amounts.

      In general, principal balances and notional amounts will be reported on a
class-by-class basis. In order to determine the principal balance of any of your
offered certificates from time to time, you may multiply the original principal
balance of that certificate as of the date of initial issuance of the offered
certificates, as specified on the face of that certificate, by the then
applicable certificate factor for the relevant class. The certificate factor for
any class of offered certificates, as of any date of determination, will equal a
fraction, expressed as a percentage, the numerator of which will be the then
outstanding total principal balance of that class, and the denominator of which
will be the original total principal balance of that class. Certificate factors
will be reported monthly in the trustee's payment date statement.

REGISTRATION AND DENOMINATIONS

      General. The offered certificates will be issued in book-entry form in
original denominations of $25,000 initial principal balance and in any
additional whole dollar denominations.

      Each class of offered certificates will initially be represented by one or
more certificates registered in the name of Cede & Co., as nominee of The
Depository Trust Company. You will not be entitled to receive an offered
certificate issued in fully registered, certificated form, except under the
limited circumstances described in the


                                      S-168



accompanying prospectus under "Description of the Certificates--Book-Entry
Registration." For so long as any class of offered certificates is held in
book-entry form--

      o     all references to actions by holders of those certificates will
            refer to actions taken by DTC upon instructions received from
            beneficial owners of those certificates through its participating
            organizations, and

      o     all references in this prospectus supplement to payments, notices,
            reports, statements and other information to holders of those
            certificates will refer to payments, notices, reports and statements
            to DTC or Cede & Co., as the registered holder of those
            certificates, for payment to beneficial owners of offered
            certificates through its participating organizations in accordance
            with DTC's procedures.

      The trustee will initially serve as registrar for purposes of providing
for the registration of the offered certificates and, if and to the extent
physical certificates are issued to the actual beneficial owners of any of the
offered certificates, the registration of transfers and exchanges of those
certificates.

      DTC, Euroclear and Clearstream. You will hold your certificates through
DTC, in the United States, or Clearstream Banking, societe anonyme, or Euroclear
Bank as operator of the Euroclear System, in Europe, if you are a participating
organization of the applicable system, or indirectly through organizations that
are participants in the applicable system. Clearstream and Euroclear will hold
omnibus positions on behalf of organizations that are participants in either of
these systems, through customers' securities accounts in Clearstream's or
Euroclear's names on the books of their respective depositaries. Those
depositaries will, in turn, hold those positions in customers' securities
accounts in the depositaries' names on the books of DTC. For a discussion of
DTC, Euroclear and Clearstream, see "Description of the Certificates--Book-Entry
Registration--DTC, Euroclear and Clearstream" in the accompanying prospectus.

      Transfers between participants in DTC will occur in accordance with DTC's
rules. Transfers between participants in Clearstream and Euroclear will occur in
accordance with their applicable rules and operating procedures. Cross-market
transfers between persons holding directly or indirectly through DTC, on the one
hand, and directly or indirectly through participants in Clearstream or
Euroclear, on the other, will be accomplished through DTC in accordance with DTC
rules on behalf of the relevant European international clearing system by its
depositary. See "Description of the Certificates--Book-Entry
Registration--Holding and Transferring Book-Entry Certificates" in the
accompanying prospectus. For additional information regarding clearance and
settlement procedures for the offered certificates and for information with
respect to tax documentation procedures relating to the offered certificates,
see Annex H to this prospectus supplement.

DISTRIBUTION ACCOUNT

      General. The trustee must establish and maintain an account in which it
will hold funds pending their payment on the series 2007-GG9 certificates
(exclusive of the class A-MFL and A-JFL certificates), the class A-MFL REMIC II
regular interest and the class A-JFL REMIC II regular interest and from which it
will make those payments. Each distribution account must be maintained in a
manner and with a depository institution that satisfies rating agency standards
for securitizations similar to the one involving the offered certificates. Funds
held in the trustee's distribution account will remain uninvested.

      Deposits. On the business day prior to each payment date, the master
servicer will be required to remit to the trustee for deposit in the
distribution account the following funds:

      o     All payments and other collections on the mortgage loans and any REO
            Properties in the trust that are then on deposit in the master
            servicer's custodial account, exclusive of any portion of those
            payments and other collections that represents one or more of the
            following:

            1.    monthly debt service payments due on a due date subsequent to
                  the end of the related collection period;

            2.    payments and other collections received after the end of the
                  related collection period;


                                      S-169



            3.    amounts that are payable or reimbursable from the master
                  servicer's custodial account to any person other than the
                  series 2007-GG9 certificateholders, including--

                  (a)   amounts payable to the master servicer (including any
                        primary servicer) or the special servicer as
                        compensation, as described under "Servicing Under the
                        Pooling and Servicing Agreement--Servicing and Other
                        Compensation and Payment of Expenses" in this prospectus
                        supplement,

                  (b)   amounts payable in reimbursement of outstanding
                        advances, together with interest on those advances, as
                        permitted under the pooling and servicing agreement,

                  (c)   amounts payable to any other party under the 2006-LDP9
                        PSA or intercreditor agreement, as applicable, with
                        respect to a Loan Group, and

                  (d)   amounts payable with respect to other expenses of the
                        trust; and

            4.    amounts deposited in the master servicer's custodial account
                  in error.

      o     Any advances of delinquent monthly debt service payments made by the
            master servicer on the mortgage loans with respect to that payment
            date.

      o     Any payments made by the master servicer to cover Prepayment
            Interest Shortfalls incurred during the related collection period.

      See "--Advances of Delinquent Monthly Debt Service Payments" below and
"Servicing Under the Pooling and Servicing Agreement--Custodial Account" and
"--Servicing and Other Compensation and Payment of Expenses" in this prospectus
supplement.

      With respect to each payment date that occurs during March, commencing in
2008, the trustee will be required to transfer from its interest reserve
account, which we describe under "--Interest Reserve Account" below, to its
distribution account or the sub-account, as applicable, the interest reserve
amounts that are then being held in that interest reserve account with respect
to the mortgage loans included in the trust that accrue interest on an
Actual/360 Basis.

      Withdrawals. The trustee may from time to time make withdrawals from its
distribution account for any of the following purposes:

      o     to pay itself a monthly fee which is described under "The Trustee"
            above and "--Fees and Expenses" below;

      o     to indemnify itself and various related persons as described under
            "Description of the Governing Documents--Matters Regarding the
            Trustee" in the accompanying prospectus;

      o     to pay for various opinions of counsel required to be obtained in
            connection with any amendments to the pooling and servicing
            agreement and the administration of the trust;

      o     to pay any federal, state and local taxes imposed on the trust, its
            assets and/or transactions, together with all incidental costs and
            expenses, that are required to be borne by the trust as described
            under "Federal Income Tax Consequences--REMICs--Prohibited
            Transactions Tax and Other Taxes" in the accompanying prospectus and
            "Servicing Under the Pooling and Servicing Agreement--REO
            Properties" in this prospectus supplement;

      o     to pay the cost of transferring mortgage files to a successor
            trustee where the trustee has been terminated without cause and that
            cost is not otherwise covered;

      o     with respect to each payment date during January of any year,
            commencing in 2008, that is not a leap year or during February of
            any year, commencing in 2008 (unless, in either case, the related
            payment date is the final payment date), to transfer to the
            trustee's interest reserve account the interest reserve amounts


                                      S-170



            required to be so transferred in that month with respect to the
            mortgage loans included in the trust that accrue interest on an
            Actual/360 Basis; and

      o     to pay to the person entitled thereto any amounts deposited in the
            distribution account in error.

      On each payment date, all amounts on deposit in the trustee's distribution
account, exclusive of any portion of those amounts that are to be withdrawn for
the purposes contemplated in the foregoing paragraph, will be withdrawn and
applied to make payments on the series 2007-GG9 certificates. For any payment
date, those funds will consist of three separate components--

      o     the portion of those funds that represent prepayment consideration
            collected on the mortgage loans included in the trust as a result of
            voluntary or involuntary prepayments that occurred during the
            related collection period, which will be paid to the holders of the
            class A-1, class A-2, class A-3, class A-AB, class A-4, class A-1-A,
            class A-M, class A-J, class B, class C, class D, class E, class F,
            class G, class H, class J, class K and class XC certificates and/or
            to the floating rate account established with respect to the class
            A-MFL REMIC II regular interest and/or the class A-JFL REMIC II
            regular interest, as described under "--Payments--Payments of
            Prepayment Premiums and Yield Maintenance Charges" below, and

      o     the remaining portion of those funds, which we refer to as the
            Available P&I Funds and will be paid to the holders of all the
            series 2007-GG9 certificates as described under
            "--Payments--Priority of Payments" below.

INTEREST RESERVE ACCOUNT

      The trustee will be required to maintain an account in which it will hold
the interest reserve amounts described below with respect to the mortgage loans
included in the trust that accrue interest on an Actual/360 Basis. That interest
reserve account must be maintained in a manner and with a depository that
satisfies rating agency standards for similar securitizations as the one
involving the offered certificates. Funds held in the trustee's interest reserve
account will remain uninvested.

      During January, except in a leap year, and during February of each
calendar year, beginning in 2008 (unless, in either case, the related payment
date is the final payment date), the trustee will, on or before the payment date
in that month, withdraw from its distribution account and deposit in its
interest reserve account the interest reserve amounts with respect to those
mortgage loans included in the trust that accrue interest on an Actual/360
Basis, and for which the monthly debt service payment due in that month was
either received or advanced. That interest reserve amount for each of those
mortgage loans included in the trust will equal one day's interest accrued at
the related mortgage interest rate on the Stated Principal Balance of that loan
as of the end of the related collection period.

      During March of each calendar year, beginning in 2008 (or February, if the
related payment date is the final payment date), the trustee will, on or before
the payment date in that month, withdraw from its interest reserve account and
deposit in its distribution account or the sub-account thereof, as applicable,
any and all interest reserve amounts then on deposit in the interest reserve
account with respect to the mortgage loans included in the trust that accrue
interest on an Actual/360 Basis. All interest reserve amounts that are so
transferred from the interest reserve account to the distribution account or
sub-account will be included in the Available P&I Funds for the payment date
during the month of transfer.

FLOATING RATE ACCOUNT

      The trustee, on behalf of the holders of the class A-MFL and A-JFL
certificates, will be required to establish and maintain an account in which it
will hold funds pending their distribution on the class A-MFL and/or A-JFL
certificates or to the swap counterparty and from which it will make those
distributions. No holder of any class of offered certificates will have any
beneficial interest in any such floating rate account.


                                      S-171



PAYMENTS

      General. On each payment date, the trustee will, subject to the available
funds, make all payments required to be made on the series 2007-GG9 certificates
on that date to the holders of record as of the close of business on the last
business day of the calendar month preceding the month in which those payments
are to occur (or, in the case of the initial payment date, the holders of record
as of the close of business on the date of initial issuance). The final payment
of principal and/or interest on any offered certificate, however, will be made
only upon presentation and surrender of that certificate at the location to be
specified in a notice of the pendency of that final payment.

      In order for a series 2007-GG9 certificateholder to receive payments by
wire transfer on and after any particular payment date, that certificateholder
must provide the trustee with written wiring instructions no less than five
business days prior to (or, in the case of the initial payment date, no later
than) the record date for that payment date occurs. Otherwise, that
certificateholder will receive its payments by check mailed to it.

      Cede & Co. will be the registered holder of your offered certificates, and
you will receive payments on your offered certificates through DTC and its
participating organizations, until physical certificates are issued to the
actual beneficial owners. See "--Registration and Denominations" above.

      For purposes of making the required payments on the series 2007-GG9
certificates, for so long as the class A-4 and class A-1-A certificates are
outstanding, the master servicer will separately record the receipt of interest
and principal received in respect of the mortgage loans in sub-pool 1 and the
mortgage loans in sub-pool 2.

      Payments of Interest. All of the classes of the series 2007-GG9
certificates (except for the class R-I and class R-II certificates), the class
A-MFL REMIC II regular interest and the class A-JFL REMIC II regular interest
will bear interest.

      With respect to each interest-bearing class of the series 2007-GG9
certificates and REMIC II regular interests, that interest will accrue during
each interest accrual period based upon--

      o     the pass-through rate applicable for that class or REMIC II regular
            interest for that interest accrual period,

      o     the total principal balance or notional amount, as the case may be,
            of that class outstanding immediately prior to the related payment
            date, and

      o     the assumption that each year consists of twelve 30-day months (or,
            in the case of each of the A-MFL and A-JFL classes, for so long as
            the related swap agreement is in effect and there is no continuing
            payment default thereunder on the part of the swap counterparty,
            based on the actual number of days in the applicable interest
            accrual period and the assumption that each year consists of 360
            days).

      If the holders of any interest-bearing class of the series 2007-GG9
certificates or the class A-MFL REMIC II regular interest and the class A-JFL
REMIC II regular interest do not receive all of the interest to which they are
entitled on any payment date, then they will continue to be entitled to receive
the unpaid portion of that interest on future payment dates, without further
interest accrued on the unpaid portion, subject to the Available P&I Funds, for
those future payment dates and the priorities of payment described under
"--Priority of Payments" below.

      The Net Aggregate Prepayment Interest Shortfall for any payment date will
be allocated among the respective interest-bearing classes of the series
2007-GG9 certificates, on a pro rata basis in accordance with the respective
amounts of accrued interest in respect of such interest-bearing classes of
series 2007-GG9 certificates for the related interest accrual period.

      Calculation of Pass-Through Rates. The pass-through rates for each of the
class A-1, class A-2, class A-3, class A-AB, class A-4, class A-1-A, class A-M,
the class A-MFL REMIC II regular interest, class A-J, the class A-JFL REMIC II
regular interest, class B, class C, class D, class E, class F, class G, class H,
class J, class K, class L, class M, class N, class O, class P, class Q and class
S certificates will equal one of (i) a fixed rate, (ii) the weighted average of
the net interest rates on the mortgage loans (in each case, adjusted if
necessary to accrue on the basis of a 360-day year consisting of twelve 30-day
months and amounts transferred into or out of the interest reserve account) as
of their respective due dates in the month preceding the month in which the
related payment date occurs, (iii) a


                                      S-172



rate equal to the lesser of a specified pass-through rate and the weighted
average rate specified in clause (ii) or (iv) the weighted average rate
specified in clause (ii) less a specified percentage.

      For so long as the related swap agreement is in effect and there is no
continuing payment default thereunder on the part of the swap counterparty, the
pass-through rates applicable to the class A-MFL and class A-JFL certificates
will be floating rates based on LIBOR. However, the pass-through rate with
respect to the class A-MFL or class A-JFL certificates may be effectively
reduced as a result of shortfalls allocated to its corresponding REMIC II
regular interest. In addition, if there is a continuing payment default under
the related swap agreement, or if the related swap agreement is terminated and a
replacement swap agreement is not obtained, then the pass-through rate with
respect to the class A-MFL certificates or the class A-JFL certificates, as
applicable, will convert to a per annum rate equal to the pass-through rate on
its corresponding REMIC II regular interest, and accordingly the interest
accrual period and interest accrual basis for that class of certificates will
convert to those of the corresponding REMIC II regular interest.

      The pass-through rate applicable to the class XC certificates for each
payment date will equal the weighted average of the class XC strip rates, at
which interest accrues from time to time on the various components of the class
XC certificates outstanding immediately prior to such payment date (weighted on
the basis of the balances of those class XC components immediately prior to the
related payment date). Each class XC component will be comprised of all or a
designated portion of the principal balance of one of the classes of principal
balance certificates (and in the case of the class A-MFL and class A-JFL
certificates, of its corresponding REMIC II regular interest). In general, the
entire principal balance of each class of principal balance certificates (other
than the class A-MFL and class A-JFL certificates), the Class A-MFL REMIC II
regular interest and class A-JFL REMIC II regular interest will constitute a
separate class XC component. However, if a portion, but not all, of the
principal balance of any particular class of principal balance certificates (or
REMIC II regular interests) is identified under "Annex F--Terms of the Class XP
Certificates," as being part of the notional amount of the class XP certificates
immediately prior to any such payment date, then the identified portion of the
principal balance of that class will also represent one or more separate class
XC components for purposes of calculating the pass-through rate of the class XC
certificates, and the remaining portion of the principal balance of that class
will represent one or more separate class XC component for purposes of
calculating the pass-through rate of the class XC certificates. For each payment
date through and including the payment date in     , the class XC strip rate for
each class XC component will be calculated as follows:

      (1)   if a class XC component consists of the entire principal balance or
a designated portion of any class of principal balance certificates (other than
the class A-MFL and class A-JFL certificates), the Class A-MFL REMIC II regular
interest and the class A-JFL REMIC II regular interest, and if the principal
balance does not, in whole or in part, also constitute a class XP component
immediately prior to the payment date, then the applicable class XC strip rate
will equal the excess, if any, of (a) the Weighted Average Pool Pass-Through
Rate for the payment date, over (b) the pass-through rate in effect for the
payment date for the applicable class of principal balance certificates (or, in
the case of each of the class A-MFL and class A-JFL certificates, the
pass-through rate in effect for such payment date for the corresponding REMIC II
regular interest); and

      (2)   if a class XC component consists of the entire principal balance or
a designated portion of the principal balance of any class of principal balance
certificates (other than the class A-MFL and class A-JFL certificates), the
Class A-MFL REMIC II regular interest and the class A-JFL REMIC II regular
interest, and if the designated portion (in whole or in part) of the principal
balance also constitutes one or more class XP components immediately prior to
the payment date, then the applicable class XC strip rate will equal the excess,
if any, of (a) the Weighted Average Pool Pass-Through Rate on the mortgage loans
for the payment date, over (b) the sum of (i) the class XP strip rate (as
described in Annex F) for the applicable class XP component(s), and (ii) the
pass-through rate in effect for the payment date for the applicable class of
principal balance certificates (or, in the case of each of the class A-MFL and
class A-JFL certificates, the pass-through rate in effect for such payment date
for the corresponding REMIC II regular interest).

      For each payment date after the payment date in , the balance of each
class of principal balance certificates (other than the class A-MFL and class
A-JFL certificates), the Class A-MFL REMIC II regular interest and the class
A-JFL REMIC II regular interest will constitute one or more separate class XC
components, and the applicable class XC strip rate with respect to each such
class XC component for each payment date will equal the excess, if any, of (a)
the Weighted Average Pool Pass-Through Rate for the related payment date, over
(b) the pass-through rate in


                                      S-173



effect for the payment date for the class of principal balance certificates (or,
in the case of each of the class A-MFL and class A-JFL certificates, the
pass-through rate in effect for such payment date for the corresponding REMIC II
regular interest).

      The pass-through rate applicable to the class XP certificates for each
payment date will be as set forth on Annex F to this prospectus supplement.

      The calculation of the Weighted Average Pool Pass-Through Rate will be
unaffected by any change in the mortgage interest rate for any mortgage loan
from what it was on the date of initial issuance of the offered certificates,
including in connection with any bankruptcy or insolvency of the related
borrower or any modification of that mortgage loan agreed to by the master
servicer or the special servicer.

      The class R-I and class R-II certificates will not be interest-bearing
and, therefore, will not have pass-through rates.

      Payments of Principal. Subject to the Available P&I Funds and the priority
of payments described under "--Priority of Payments" below, the total amount of
principal payable with respect to each class of the series 2007-GG9
certificates, other than the class XP, class XC, class R-I and class R-II
certificates, on each payment date will equal that class's allocable share of
the Total Principal Payment Amount for that payment date.

      In general, on each payment date, the portion of the Total Principal
Payment Amount that is attributable to the mortgage loans in sub-pool 1 will be
distributed to the holders of the class A-1, class A-2, class A-3, class A-AB
and class A-4 certificates in the following order of priority:

      o     first, to the class A-AB certificates, until the principal balance
            of the class A-AB certificates is reduced to the planned principal
            balance for such payment date set forth on Annex G to this
            prospectus supplement;

      o     second, to the class A-1 certificates, until the principal balance
            of the class A-1 certificates is reduced to zero;

      o     third, to the class A-2 certificates, until the principal balance of
            the class A-2 certificates is reduced to zero;

      o     fourth, to the class A-3 certificates, until the principal balance
            of the class A-3 certificates is reduced to zero;

      o     fifth, to the class A-AB certificates, until the principal balance
            of the class A-AB certificates is reduced to zero; and

      o     sixth, to class A-4 certificates, until the principal balance of the
            class A-4 certificates is reduced to zero.

      On each payment date, the portion of the Total Principal Payment Amount
that is attributable to the mortgage loans in sub-pool 2 will be distributed to
the holders of the class A-1-A certificates until the principal balance of such
class is reduced to zero.

      On each payment date on which the class A-1-A certificates are outstanding
and the class A-1, class A-2, class A-3, class A-AB and class A-4 certificates
have been reduced to zero, subject to the Available P&I Funds and the priority
of distributions described below, the holders of the class A-1-A certificates,
to the extent necessary to reduce the total principal balance of the class A-1-A
certificates to zero, will be entitled to an additional distribution of
principal up to the remaining portion of the Total Principal Payment Amount for
such payment date attributable to the mortgage loans in sub-pool 1.

      Likewise, on each payment date after the principal balance of the class
A-1-A certificates has been reduced to zero, any portion of the Total Principal
Payment Amount attributable to the mortgage loans in sub-pool 2 will be
allocated to the other classes of series 2007-GG9 principal balance certificates
in the manner described above until the principal balance of each such class is
reduced to zero.


                                      S-174



      On each payment date coinciding with and following the Cross-Over Date,
and in any event on the final payment date, assuming that any two or more of the
class A-1, class A-2, class A-3, class A-AB class, A-4 and class A-1-A
certificates are outstanding at that time, the Total Principal Payment Amount
will be allocable among those outstanding classes on a pro rata basis in
accordance with their respective total principal balances immediately prior to
that payment date, in each case up to that total principal balance.

      WHILE ANY OF THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-AB, CLASS A-4 OR
CLASS A-1-A CERTIFICATES ARE OUTSTANDING, NO PORTION OF THE TOTAL PRINCIPAL
PAYMENT AMOUNT FOR ANY PAYMENT DATE WILL BE ALLOCATED TO ANY OTHER CLASS OF
SERIES 2007-GG9 CERTIFICATES.

      Following the retirement of the class A-1, class A-2, class A-3, class
A-AB, class A-4 and class A-1-A certificates, the Total Principal Payment Amount
for each payment date will be allocated to the respective classes of series
2007-GG9 certificates (or in the case of the reference to (i) "A-MFL" below, to
the class A-MFL REMIC II regular interest, and (ii) "A-JFL" below, to the class
A-JFL REMIC II regular interest) identified in the table below and in the order
of priority set forth in that table, in each case up to the lesser of--

      o     the portion of that Total Principal Payment Amount that remains
            unallocated, and

      o     the total principal balance of the particular class immediately
            prior to that payment date.

                      ORDER OF ALLOCATION         CLASS
                      -------------------       ----------
                              1st               A-M, A-MFL
                              2nd               A-J, A-JFL
                              3rd                   B
                              4th                   C
                              5th                   D
                              6th                   E
                              7th                   F
                              8th                   G
                              9th                   H
                             10th                   J
                             11th                   K
                             12th                   L
                             13th                   M
                             14th                   N
                             15th                   O
                             16th                   P
                             17th                   Q
                             18th                   S

      In no event will the holders of any class of series 2007-GG9 certificates
(or the class A-MFL REMIC II regular interest or the class A-JFL REMIC II
regular interest) listed in the foregoing table be entitled to receive any
payments of principal until the total principal balance of the class A-1, class
A-2, class A-3, class A-AB, class A-4 and class A-1-A certificates is reduced to
zero. Furthermore, in no event will the holders of any class of series 2007-GG9
certificates (or the class A-MFL REMIC II regular interest or the class A-JFL
REMIC II regular interest) listed in the foregoing table be entitled to receive
any payments of principal until the total principal balance of all other classes
of series 2007-GG9 certificates, if any, listed above it in the foregoing table
is reduced to zero. Distributions of principal with respect to the class A-M
certificates and the class A-MFL REMIC II regular interest will be made, pro
rata, based on their respective principal balances. Distributions of principal
with respect to the class A-J certificates and the class A-JFL REMIC II regular
interest will be made, pro rata, based on their respective principal balances.

      If the master servicer, the special servicer or the trustee reimburses
itself out of general collections on the mortgage pool for any advance that it
has determined is not recoverable out of collections on the related mortgage
loan, then to the extent that such reimbursement is made from collections of
principal on the underlying mortgage loans, that reimbursement will reduce the
amount of principal available to be distributed on the series 2007-GG9 principal
balance certificates and will result in a reduction of the certificate principal
balance of the series 2007-GG9 principal balance certificates. See "Description
of the Offered Certificates--Reductions of Certificate Principal Balances in
Connection With Realized Losses and Additional Trust Fund Expenses" in this
prospectus supplement.


                                      S-175



Likewise, if the master servicer, the special servicer or the trustee reimburses
itself out of principal collections on the mortgage loans for any Work-out
Delayed Reimbursement Amounts, that reimbursement will reduce the amount of
principal available to be distributed on the series 2007-GG9 principal balance
certificates on that payment date. Such reimbursement would have the effect of
reducing current payments of principal on the offered certificates and extending
the weighted average life of the offered certificates. See "--Reimbursement of
Advances" below. Reimbursements out of principal collections will be deemed to
be withdrawn from principal collections attributable to mortgage loans in the
related sub-pool until there are no principal payments or collections for that
sub-pool for the related collection period, and then out of the payments and
other collection of principal on the other sub-pool. If there is a subsequent
recovery of a non-recoverable advance or Work-out Delayed Reimbursement Amount
that was reimbursed out of general principal collections, that subsequent
recovery would generally be included as part of the amounts payable as principal
(and will be treated as having been received in respect of the related sub-pool)
with respect to the series 2007-GG9 principal balance certificates.

      Reimbursement Amounts. As discussed under "--Reductions of Certificate
Principal Balances in Connection With Realized Losses and Additional Trust Fund
Expenses" below, the total principal balance of any class of series 2007-GG9
certificates, other than the class XP, Class XC, class R-I and class R-II
certificates, may be reduced without a corresponding payment of principal. If
that occurs with respect to any class of series 2007-GG9 certificates, then,
subject to Available P&I Funds and the priority of payments described under
"--Priority of Payments" below, the holders of that class will be entitled to be
reimbursed for the amount of that reduction, without interest. References to the
"loss reimbursement amount" under "--Priority of Payments" below means, in the
case of any class of series 2007-GG9 certificates, other than the class XP,
Class XC, class R-I and class R-II certificates, for any payment date, the total
amount to which the holders of that class are entitled as reimbursement for all
previously unreimbursed reductions, if any, made in the total principal balance
of that class on all prior payment dates as discussed under "--Reductions of
Certificate Principal Balances in Connection With Realized Losses and Additional
Trust Fund Expenses" below.

      In limited circumstances, if and to the extent the total Stated Principal
Balance of the mortgage loans exceeds the total principal balance of the series
2007-GG9 principal balance certificates immediately following the distributions
to be made with respect to those certificates on any payment date, the total
principal balance of a class of series 2007-GG9 principal balance certificates
that was previously reduced as described in the preceding paragraph, without a
corresponding payment of principal, may be reinstated, with past due interest on
such balance, to the extent of funds available therefor. Any such reinstatement
of principal balance would result in a corresponding reduction in the loss
reimbursement amount otherwise payable to the holders of the subject class of
series 2007-GG9 principal balance certificates. See "--Reductions of Certificate
Principal Balances in Connection With Realized Losses and Additional Trust Fund
Expenses" below.

      Priority of Payments. On each payment date, the trustee will apply the
Available P&I Funds for that date to make the following payments in the
following order of priority, in each case to the extent of the remaining
Available P&I Funds:



  ORDER OF      RECIPIENT CLASS OR
  PAYMENT            CLASSES                                TYPE AND AMOUNT OF PAYMENT
- ------------   --------------------   -----------------------------------------------------------------------

     1         A-1, A-2, A-3, A-AB,   Interest up to the total interest payable on those classes, pro rata
               A-4, A-1-A, XP, XC*    based on the respective amounts of interest payable on each of those
                                      classes
- -------------------------------------------------------------------------------------------------------------
     2                A-AB**          Principal up to the portion of the Total Principal Payment Amount
                                      necessary to reduce the principal balance of the class A-AB
                                      certificates to the planned principal balance for such payment date as
                                      set forth on Annex G to this prospectus supplement
- -------------------------------------------------------------------------------------------------------------
     3         A-1, A-2, A-3, A-AB,   Principal up to the total principal payable on those classes, allocable
                 A-4 and A-1-A**      among those classes as described above under "--Payments of Principal"
- -------------------------------------------------------------------------------------------------------------
     4         A-1, A-2, A-3, A-AB,   Reimbursement up to the total loss reimbursement amount for those
                 A-4 and A-1-A**      classes, pro rata based on the loss reimbursement amount for each of
                                      those classes
- -------------------------------------------------------------------------------------------------------------
     5             A-M, A-MFL*        Interest up to the total interest payable on the class A-M certificates
                                      and the class A-MFL REMIC II Regular Interest, on a pro rata basis, by
                                      principal balance



                                      S-176





  ORDER OF      RECIPIENT CLASS OR
  PAYMENT            CLASSES                                TYPE AND AMOUNT OF PAYMENT
- ------------   --------------------   -----------------------------------------------------------------------

     6             A-M, A-MFL*        Principal up to the total principal payable on the class A-M
                                      certificates and the class A-MFL REMIC II Regular Interest, on a pro
                                      rata basis, by principal balance

     7             A-M, A-MFL*        Reimbursement up to the loss reimbursement amount for the class A-M
                                      certificates and the class A-MFL REMIC II Regular Interest, on a pro
                                      rata basis, by principal balance
- -------------------------------------------------------------------------------------------------------------
     8             A-J, A-JFL*        Interest up to the total interest payable on the class A-J certificates
                                      and the class A-JFL REMIC II Regular Interest, on a pro rata basis, by
                                      principal balance

     9             A-J, A-JFL*        Principal up to the total principal payable on the class A-J
                                      certificates and the class A-JFL REMIC II Regular Interest, on a pro
                                      rata basis, by principal balance

     10            A-J, A-JFL*        Reimbursement up to the loss reimbursement amount for the class A-J
                                      certificates and the class A-JFL REMIC II Regular Interest, on a pro
                                      rata basis, by principal balance
- -------------------------------------------------------------------------------------------------------------
     11                 B             Interest up to the total interest payable on that class
     12                 B             Principal up to the total principal payable on that class
     13                 B             Reimbursement up to the loss reimbursement amount for that class
- -------------------------------------------------------------------------------------------------------------
     14                 C             Interest up to the total interest payable on that class
     15                 C             Principal up to the total principal payable on that class
     16                 C             Reimbursement up to the loss reimbursement amount for that class
- -------------------------------------------------------------------------------------------------------------
     17                 D             Interest up to the total interest payable on that class
     18                 D             Principal up to the total principal payable on that class
     19                 D             Reimbursement up to the loss reimbursement amount for that class
- -------------------------------------------------------------------------------------------------------------
     20                 E             Interest up to the total interest payable on that class
     21                 E             Principal up to the total principal payable on that class
     22                 E             Reimbursement up to the loss reimbursement amount for that class
- -------------------------------------------------------------------------------------------------------------
     23                 F             Interest up to the total interest payable on that class
     24                 F             Principal up to the total principal payable on that class
     25                 F             Reimbursement up to the loss reimbursement amount for that class
- -------------------------------------------------------------------------------------------------------------
     26                 G             Interest up to the total interest payable on that class
     27                 G             Principal up to the total principal payable on that class
     28                 G             Reimbursement up to the loss reimbursement amount for that class
- -------------------------------------------------------------------------------------------------------------
     29                 H             Interest up to the total interest payable on that class
     30                 H             Principal up to the total principal payable on that class
     31                 H             Reimbursement up to the loss reimbursement amount for that class
- -------------------------------------------------------------------------------------------------------------
     32                 J             Interest up to the total interest payable on that class
     33                 J             Principal up to the total principal payable on that class
     34                 J             Reimbursement up to the loss reimbursement amount for that class
- -------------------------------------------------------------------------------------------------------------
     35                 K             Interest up to the total interest payable on that class
     36                 K             Principal up to the total principal payable on that class
     37                 K             Reimbursement up to the loss reimbursement amount for that class
- -------------------------------------------------------------------------------------------------------------
     38                 L             Interest up to the total interest payable on that class
     39                 L             Principal up to the total principal payable on that class
     40                 L             Reimbursement up to the loss reimbursement amount for that class



                                      S-177





  ORDER OF      RECIPIENT CLASS OR
  PAYMENT            CLASSES                                TYPE AND AMOUNT OF PAYMENT
- ------------   --------------------   -----------------------------------------------------------------------

     41                 M             Interest up to the total interest payable on that class
     42                 M             Principal up to the total principal payable on that class
     43                 M             Reimbursement up to the loss reimbursement amount for that class
- -------------------------------------------------------------------------------------------------------------
     44                 N             Interest up to the total interest payable on that class
     45                 N             Principal up to the total principal payable on that class
     46                 N             Reimbursement up to the loss reimbursement amount for that class
- -------------------------------------------------------------------------------------------------------------
     47                 O             Interest up to the total interest payable on that class
     48                 O             Principal up to the total principal payable on that class
     49                 O             Reimbursement up to the loss reimbursement amount for that class
- -------------------------------------------------------------------------------------------------------------
     50                 P             Interest up to the total interest payable on that class
     51                 P             Principal up to the total principal payable on that class
     52                 P             Reimbursement up to the loss reimbursement amount for that class
- -------------------------------------------------------------------------------------------------------------
     53                 Q             Interest up to the total interest payable on that class
     54                 Q             Principal up to the total principal payable on that class
     55                 Q             Reimbursement up to the loss reimbursement amount for that class
- -------------------------------------------------------------------------------------------------------------
     56                 S             Interest up to the total interest payable on that class
     57                 S             Principal up to the total principal payable on that class
     58                 S             Reimbursement up to the loss reimbursement amount for that class
- -------------------------------------------------------------------------------------------------------------
     59            R-I and R-II       Any remaining Available P&I Funds
- -------------------------------------------------------------------------------------------------------------


*     See "--Payments of Interest" above.

**    In general, payments of principal to the holders of the classes of
      principal balance certificates, other than the class A-1-A certificates,
      is to be made out of the portion of the Total Principal Payment Amount
      attributable to the mortgage loans in sub-pool 1 and payments of principal
      to the holders of the class A-1-A certificates is to be made out of the
      portion of the Total Principal Payment Amount attributable to the mortgage
      loans in sub-pool 2. See "--Payment of Principal" above.

      Payments of Prepayment Premiums and Yield Maintenance Charges. If any
prepayment consideration is collected during any particular collection period
with respect to any mortgage loan, regardless of whether that prepayment
consideration is calculated as a percentage of the amount prepaid or in
accordance with a yield maintenance formula, then on the payment date
corresponding to that collection period, the trustee will pay a portion of that
prepayment consideration to the holders of any class A-1, class A-2, class A-3,
class A-AB, class A-4, class A-1-A, class A-M, class A-J, class B, class C,
class D, class E, class F, class G, class H, class J and class K certificates
and/or to the floating rate account established with respect to the class A-MFL
REMIC II regular interest and/or the class A-JFL REMIC II regular interest that
are entitled to payments of principal from the sub-pool which the mortgage loan
is a part of on that payment date, up to an amount equal to, in the case of any
particular class of those certificates, the product of--

      o     the full amount of that prepayment consideration, net of workout
            fees and liquidation fees payable from it, multiplied by

      o     a fraction, which in no event may be greater than 1.0 or less than
            0.0, the numerator of which is equal to the excess, if any, of the
            pass-through rate for that class of certificates over the relevant
            discount rate, and the denominator of which is equal to the excess,
            if any, of the mortgage interest rate of the prepaid mortgage loan
            over the relevant discount rate, and further multiplied by

      o     (A) with respect to any class A-1, class A-2, class A-3, class A-AB,
            class A-4 and class A-1-A certificates, a fraction, the numerator of
            which is equal to the amount of principal from the sub-pool of which
            the mortgage loan is a part payable to that class of certificates on
            that payment date, and the denominator of


                                      S-178



            which is the portion of the Total Principal Payment Amount from the
            sub-pool of which the mortgage loan is a part for that payment date,
            and (B) with respect to any class A-M, class A-J, class B, class C,
            class D, class E, class F, class G, class H, class J and class K
            certificates, the class A-MFL REMIC II regular interest and the
            class A-JFL REMIC II regular interest, a fraction, the numerator of
            which is equal to the amount of principal payable to that class of
            certificates on that payment date, and the denominator of which is
            the Total Principal Payment Amount for that payment date.

      The trustee will thereafter pay any remaining portion of that net
prepayment consideration to the holders of the class XC certificates.

      Any prepayment consideration distributed to the class A-MFL REMIC II
regular interest and the class A-JFL REMIC II regular interest will be deposited
into the related floating rate account and will be distributed to the swap
counterparty for so long as the related swap agreement is in effect and there is
no continuing payment default thereunder on the part of the related swap
counterparty.

      The discount rate applicable to any class of offered certificates with
respect to any prepaid mortgage loan will equal the yield, when compounded
monthly, on the U.S. Treasury primary issue with a maturity date closest to the
maturity date for the prepaid mortgage loan. In the event that there are two
such U.S. Treasury issues--

      o     with the same coupon, the issue with the lower yield will be
            utilized, or

      o     with maturity dates equally close to the maturity date for the
            prepaid mortgage loan, the issue with the earliest maturity date
            will be utilized.

      Neither we nor the underwriters make any representation as to--

      o     the enforceability of the provision of any promissory note
            evidencing one of the mortgage loans requiring the payment of a
            prepayment premium or yield maintenance charge, or

      o     the collectibility of any prepayment premium or yield maintenance
            charge.

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

TREATMENT OF REO PROPERTIES

      Notwithstanding that any mortgaged property securing a mortgage loan
included in the trust may become an REO Property through foreclosure, deed in
lieu of foreclosure or otherwise, the related mortgage loan will be treated as
having remained outstanding, until the REO Property is liquidated, for purposes
of determining--

      o     payments on the series 2007-GG9 certificates (exclusive of the class
            A-MFL certificates and the class A-JFL certificates), the class
            A-MFL REMIC II regular interest and the class A-JFL REMIC II regular
            interest,

      o     allocations of Realized Losses and Additional Trust Fund Expenses to
            the series 2007-GG9 certificates (exclusive of the class A-MFL
            certificates and the class A-JFL certificates), the class A-MFL
            REMIC II regular interest and the class A-JFL REMIC II regular
            interest, and

      o     the amount of all fees payable to the master servicer, the special
            servicer and the trustee under the pooling and servicing agreement.

      In connection with the foregoing, that mortgage loan will be taken into
account when determining the Weighted Average Pool Pass-Through Rate and the
Total Principal Payment Amount for each payment date.


                                      S-179



      Operating revenues and other proceeds derived from an REO Property will be
applied--

      o     first, to pay, or to reimburse the master servicer, the special
            servicer and/or the trustee for the payment of, some of the costs
            and expenses incurred in connection with the operation and
            disposition of the REO Property, and

      o     thereafter, as collections of principal, interest and other amounts
            due on the related mortgage loan.

      To the extent described under "--Advances of Delinquent Monthly Debt
Service Payments" below, the master servicer and the trustee will be required to
advance delinquent monthly debt service payments with respect to each mortgage
loan included in the trust as to which the corresponding mortgaged property has
become an REO Property, in all cases as if the mortgage loan had remained
outstanding.

REDUCTIONS OF CERTIFICATE PRINCIPAL BALANCES IN CONNECTION WITH REALIZED LOSSES
AND ADDITIONAL TRUST FUND EXPENSES

      As a result of Realized Losses and Additional Trust Fund Expenses, the
total Stated Principal Balance of the Mortgage Pool may decline below the total
principal balance of the series 2007-GG9 certificates. If this occurs following
the payments made to the certificateholders on any payment date, then the
respective total principal balances of the following classes of the series
2007-GG9 certificates (exclusive of the class A-MFL certificates and class A-JFL
certificates), the class A-MFL REMIC II regular interest and the class A-JFL
REMIC II regular interest are to be successively reduced in the following order,
until the total principal balance of those classes of certificates equals the
total Stated Principal Balance of the Mortgage Pool that will be outstanding
immediately following that payment date.

            ORDER OF ALLOCATION                   CLASS
           ---------------------    ---------------------------------
                    1st                             S
                    2nd                             Q
                    3rd                             P
                    4th                             O
                    5th                             N
                    6th                             M
                    7th                             L
                    8th                             K
                    9th                             J
                   10th                             H
                   11th                             G
                   12th                             F
                   13th                             E
                   14th                             D
                   15th                             C
                   16th                             B
                   17th                         A-J, A-JFL
                   18th                         A-M, A-MFL
                   19th              A-1, A-2, A-3, A-AB, A-4, A-1-A
                                         pro rata based on total
                                      outstanding principal balances

      The reference in the foregoing table to "A-MFL" means the class A-MFL
REMIC II regular interest. However, any reduction in the total principal balance
of the class A-MFL REMIC II regular interest, as described above, will result in
a dollar-for-dollar reduction in the total principal balance of the class A-MFL
certificates. The reference in the foregoing table to "A-JFL" means the class
A-JFL REMIC II regular interest. However, any reduction in the total principal
balance of the class A-JFL REMIC II regular interest, as described above, will
result in a dollar-for-dollar reduction in the total principal balance of the
class A-JFL certificates.

      The reductions in the total principal balances of the respective classes
of series 2007-GG9 certificates with principal balances (exclusive of the class
A-MFL certificates and class A-JFL certificates), as well as reductions in the
total principal balances of the class A-MFL REMIC II regular interest and the
class A-JFL REMIC II regular interest, as described in the previous paragraph,
will represent an allocation of the Realized Losses and/or Additional


                                      S-180



Trust Fund Expenses that caused the particular mismatch in principal balances
between the mortgage loans and those classes of series 2007-GG9 certificates.

      Any amounts similar to Realized Losses or Additional Trust Fund Expenses
that are calculated under the 2006-LDP9 PSA and intercreditor agreement and are
associated with the Non-Serviced Loan Group will generally be allocated pro rata
to the Non-Serviced Companion Loan secured by such properties. The portion of
such Realized Losses or Additional Trust Fund Expenses that are allocated to the
Non-Serviced Trust Loan will be allocated among the series 2007-GG9 certificates
in the manner described above.

      The Realized Loss with respect to a liquidated mortgage loan, or related
REO Property, is an amount generally equal to the excess, if any, of:

      o     the outstanding principal balance of the mortgage loan as of the
            date of liquidation, together with all accrued and unpaid interest
            on the mortgage loan to but not including the due date in the
            collection period in which the liquidation occurred (exclusive,
            however, of any portion of that interest that represents Default
            Interest), over

      o     the total amount of Liquidation Proceeds, if any, recovered in
            connection with the liquidation, net of all related unreimbursed
            servicing advances and unpaid liquidation expenses payable from such
            Liquidation Proceeds;

provided that, in the case of each Loan Group, losses will be allocated as set
forth in the related intercreditor agreement and any Realized Loss shall also
take into account the principal balance of, and application of the net
Liquidation Proceeds referred to in the second bullet of this sentence to the
payment of amounts due in respect of, the related Companion Loans allocated as
set forth in the related intercreditor agreement or co-lender agreement.

      If any portion of the debt due under a mortgage loan is forgiven, whether
in connection with a modification, waiver or amendment granted or agreed to by
the master servicer or the special servicer or in connection with the
bankruptcy, insolvency or similar proceeding involving the related borrower, the
amount forgiven, other than Default Interest, also will be treated as a Realized
Loss.

      Some examples of Additional Trust Fund Expenses are:

      o     any special servicing fees, workout fees and liquidation fees paid
            to the special servicer;

      o     any interest paid to the master servicer, the special servicer
            and/or the trustee with respect to unreimbursed advances, which
            interest payment is not covered out of late payment charges and
            Default Interest actually collected on the mortgage loans in the
            trust;

      o     the cost of various opinions of counsel required or permitted to be
            obtained in connection with the servicing of the mortgage loans
            included in the trust and the administration of the other trust
            assets that is not paid for by the related borrower or covered out
            of late payment charges and Default Interest actually collected on
            the mortgage loans in the trust;

      o     any unanticipated, non-trust mortgage loan specific expense of the
            trust that is not covered out of late payment charges and Default
            Interest actually collected on the mortgage loans in the trust,
            including--

            1.    any reimbursements and indemnifications to the trustee
                  described under "Description of the Governing
                  Documents--Matters Regarding the Trustee" in the accompanying
                  prospectus,

            2.    any reimbursements and indemnification to the master servicer,
                  the special servicer and us described under "Description of
                  the Governing Documents--Matters Regarding the Master
                  Servicer, the Special Servicer, the Manager and Us" in the
                  accompanying prospectus, and

            3.    any federal, state and local taxes, and tax-related expenses,
                  payable out of the trust assets, as described under "Federal
                  Income Tax Consequences--REMICs--Prohibited Transactions Tax
                  and Other Taxes" in the accompanying prospectus;


                                      S-181



      o     rating agency fees, other than on-going surveillance fees, that
            cannot be recovered from the borrower and that are not paid for by
            the related borrower or covered out of late payment charges and
            Default Interest actually collected on the mortgage loans in the
            trust; and

      o     any amounts expended on behalf of the trust to remediate an adverse
            environmental condition at any mortgaged property securing a
            defaulted mortgage loan as described under "Servicing Under the
            Pooling and Servicing Agreement--Realization Upon Defaulted Mortgage
            Loans" in this prospectus supplement and that are not paid for by
            the related borrower or covered out of late payment charges and
            Default Interest actually collected on the mortgage loans in the
            trust.

      The Total Principal Payment Amount may from time to time include Recovered
Amounts. In such circumstances, it is possible that the total Stated Principal
Balance of the mortgage pool may exceed the total principal balance of the
series 2007-GG9 principal balance certificates. If and to the extent that any
such excess exists as a result of the payment of Recovered Amounts as principal
on the series 2007-GG9 principal balance certificates, the total principal
balances of one or more classes of series 2007-GG9 principal balance
certificates that had previously been reduced as described above in this
"--Reductions of Certificate Principal Balances in Connection With Realized
Losses and Additional Trust Fund Expenses" section may be increased. Any such
increases would be made among the respective classes of series 2007-GG9
principal balance certificates in the reverse order that such reductions had
been made (i.e., such increases would be made in descending order of seniority);
provided that such increases may not result in the total principal balance of
the series 2007-GG9 principal balance certificates being in excess of the Stated
Principal Balance of the mortgage pool. Any such increases will also be
accompanied by a reinstatement of the past due interest that would otherwise
have accrued if the reinstated principal amounts had never been written off.

FEES AND EXPENSES

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



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

Fees
Master Servicing Fee / Master       The Stated Principal Balance of       monthly                   Interest payment on the
Servicer                            each mortgage loan multiplied                                   related mortgage loan
                                    by the Master Servicing Fee
                                    Rate calculated on a 30/360
                                    basis, except in the case of
                                    partial periods of less than a
                                    month, when it will be computed
                                    on the basis of the actual
                                    number of days elapsed in the
                                    partial period and a 360-day
                                    year.

Non-Serviced Trust Loan             The Stated Principal Balance of       monthly                   Interest payment on the
Servicing Fee/Master Servicer       the Non-Serviced Trust Loan                                     related Non-Serviced Trust
under the Related Pooling and       multiplied by the applicable                                    Loan
Servicing Agreement                 servicing fee rate under the
                                    related pooling and servicing
                                    agreement as calculated under
                                    the related pooling and
                                    servicing agreement.

Additional Master Servicing         Prepayment interest excess.           time to time              Any actual prepayment
                                                                                                    interest excess



                                      S-182





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

Compensation / Master Servicer      All late payment fees and net         time to time              The related fees
                                    default interest (other than on
                                    specially serviced mortgage
                                    loans) not used to pay interest
                                    on advances and certain trust
                                    expenses.

                                    100% (or, if the special
                                    servicer's approval is
                                    required, 50%) of loan
                                    modification, extension and
                                    assumption fees on
                                    non-specially serviced mortgage
                                    loans.

                                    100% of loan service
                                    transaction fees, beneficiary
                                    statement charges and or
                                    similar items (but excluding
                                    prepayment premiums and yield
                                    maintenance charges).

                                    All investment income earned on       monthly                   The investment income
                                    amounts on deposit in the
                                    Custodial Account.

Special Servicing Fee /             The Stated Principal Balance of       monthly                   Collections on the related
Special Servicer                    each specially serviced loan                                    mortgage loan
                                    and REO loan (excluding an REO
                                    loan that corresponds to a
                                    non-serviced trust loan)
                                    multiplied by a special
                                    servicing fee rate of 0.35% per
                                    annum (with a minimum monthly
                                    fee of $4,000 for each
                                    specially serviced mortgage
                                    loan and REO loan).

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

Liquidation Fee / Special           1.0% of each recovery of              upon receipt of           The related Liquidation
Servicer                            Liquidation Proceeds, except as       Liquidation Proceeds      Proceeds
                                    specified under "Servicing
                                    under the Pooling and Servicing
                                    Agreement--Servicing and Other
                                    Compensation and Payment of
                                    Expenses--The Liquidation Fee."

Additional Special Servicing        All late payment fees and net         from time to time         The related fees
Compensation / Special              default interest (on Specially
Servicer                            Serviced Loans) not used to pay
                                    interest on Advances and
                                    certain trust expenses.

                                    50% of loan modification,
                                    extension and assumption fees
                                    on non-specially serviced
                                    mortgage loans (only to the
                                    extent that the special
                                    servicer's approval is
                                    required) and 100% of such fees
                                    on specially serviced mortgage
                                    loans.

                                    All investment income received        monthly                   The investment income
                                    on funds in any REO Account.

Trustee Fee / Trustee               The trustee fee rate multiplied       monthly                   Payment of interest on the
                                    by the Stated Principal Balance                                 related mortgage loan
                                    of the mortgage loans
                                    calculated on a 30/360 basis.



                                      S-183





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

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

Interest on Servicing               At Prime Rate.                        when advance is           First from late payment
Advances / Master Servicer                                                reimbursed                charges and default
and Special Servicer / Trustee                                                                      interest in excess of the
                                                                                                    regular interest rate, and
                                                                                                    then from all collections
                                                                                                    in the Custodial Account.

P&I Advances / Master               To the extent of funds                time to time              Recoveries on the related
Servicer / Trustee                  available, the amount of any                                    mortgage loan, or to the
                                    P&I advances.                                                   extent that the party
                                                                                                    making the advance
                                                                                                    determines it is
                                                                                                    nonrecoverable, from
                                                                                                    collections in the
                                                                                                    Custodial Account.

Interest on P&I Advances /          At Prime Rate.                        when advance is           First from late payment
Master Servicer / Trustee                                                 reimbursed                charges and default
                                                                                                    interest in excess of the
                                                                                                    regular interest rate, and
                                                                                                    then from all collections
                                                                                                    in the Custodial Account.

Indemnification Expenses /          Amounts for which the trustee,                                  All collections in the
Trustee, Master Servicer and        the master servicer and the                                     Custodial Account.
Special Servicer                    special servicer are entitled
                                    to indemnification.

Trust Fund Expenses not             Based on third party charges.         from time to time         First from income on the
Advanced (may include                                                                               related REO Property, if
environmental remediation,                                                                          applicable, and then from
appraisals, expenses of                                                                             all collections in the
operating REO Property and                                                                          Custodial Account.
any independent contractor
hired to operate REO Property)


ADVANCES OF DELINQUENT MONTHLY DEBT SERVICE PAYMENTS

      Except as described below in this section, the master servicer will be
required to make, for each payment date, a total amount of advances of principal
and/or interest generally equal to all monthly debt service payments other than
balloon payments, and assumed monthly debt service payments, in each case net of
related master servicing fees and workout fees, that--

      o     were due or deemed due, as the case may be, with respect to the
            mortgage loans (including the Non-Serviced Trust Loan) during the
            related collection period, and

      o     were not paid by or on behalf of the respective borrowers or
            otherwise collected as of the close of business on the last day of
            the related collection period.

      The master servicer will not be required to make any advances of
delinquent monthly debt service payments with respect to any of the Companion
Loans.


                                      S-184



      If it is determined that an Appraisal Reduction Amount (including such
amounts as calculated under the 2006-LDP9 PSA) exists with respect to any
mortgage loan then the master servicer will reduce the interest portion, but not
the principal portion, of each P&I advance that it must make with respect to
that mortgage loan during the period that the Appraisal Reduction Amount exists.
The interest portion of any P&I advance required to be made with respect to any
such mortgage loan as to which there exists an Appraisal Reduction Amount, will
equal the product of:

      o     the amount of the interest portion of that P&I advance that would
            otherwise be required to be made for the subject payment date
            without regard to this sentence and the prior sentence, multiplied
            by

      o     a fraction, the numerator of which is equal to the Stated Principal
            Balance of the mortgage loan, net of the Appraisal Reduction Amount
            for such mortgage loan, and the denominator of which is equal to the
            Stated Principal Balance of the mortgage loan.

      With respect to any payment date, the master servicer will be required to
make P&I advances either out of its own funds or, subject to replacement as and
to the extent provided in the pooling and servicing agreement, funds held in the
master servicer's custodial account that are not required to be paid on the
series 2007-GG9 certificates (exclusive of the class A-MFL certificates and
class A-JFL certificates), the class A-MFL REMIC II regular interest and the
class A-JFL REMIC II regular interest on that payment date.

      The trustee will be required to make any P&I advance relating to a
mortgage loan that the master servicer is required, but fails, to make. See "The
Trustee" above.

      Neither the master servicer nor the trustee will be obligated to make any
P&I advance that, in its judgment, would not ultimately be recoverable out of
collections on the related mortgage loan. The trustee will be entitled to rely
on the master servicer's determination that an advance, if made, would not be
ultimately recoverable from collections on the related mortgage loan. See
"Description of the Certificates--Advances" in the accompanying prospectus and
"Servicing Under the Pooling and Servicing Agreement--Custodial Account" in this
prospectus supplement.

      A monthly debt service payment will be assumed to be due with respect to:

      o     each mortgage loan that is delinquent with respect to its balloon
            payment beyond the end of the collection period in which its
            maturity date occurs and as to which no arrangements have been
            agreed to for the collection of the delinquent amounts, including an
            extension of maturity; and

      o     each mortgage loan as to which the corresponding mortgaged property
            has become an REO Property.

      The assumed monthly debt service payment deemed due on any mortgage loan
described in the prior sentence that is delinquent as to its balloon payment,
will equal, for its stated maturity date and for each successive due date that
it remains outstanding and part of the trust, the monthly debt service payment
that would have been due on the mortgage loan on the relevant date if the
related balloon payment had not come due and the mortgage loan had, instead,
continued to amortize and accrue interest according to its terms in effect prior
to that stated maturity date. The assumed monthly debt service payment deemed
due on any mortgage loan described in the second preceding sentence as to which
the related mortgaged property has become an REO Property, will equal, for each
due date that the REO Property remains part of the trust the monthly debt
service payment or, in the case of a mortgage loan delinquent with respect to
its balloon payment, the assumed monthly debt service payment due or deemed due
on the last due date prior to the acquisition of that REO Property.


                                      S-185



      With respect to the Non-Serviced Loan Group, if the master servicer under
the 2006-LDP9 PSA makes a determination that a principal and interest advance
would not be recoverable on the Non-Serviced Companion Loan, the master servicer
under the series 2007-GG9 pooling and servicing agreement will not be permitted
to make a principal and interest advance on the Non-Serviced Trust Loan.

REIMBURSEMENT OF ADVANCES

      The master servicer and the trustee will each be entitled to recover any
advance made by it out of its own funds from collections on the mortgage loan or
related mortgaged property as to which the advance was made.

      If the master servicer and the trustee makes any advance that it
subsequently determines will not be recoverable out of collections on the
related mortgage loan or related mortgaged property, it may obtain reimbursement
for that advance, together with interest accrued on the advance as described in
the next paragraph, out of general collections on the mortgage loans included in
the trust and any REO Properties in the trust on deposit in the master
servicer's custodial account from time to time.

      Upon a determination that a previously made advance is not recoverable out
of collections on the related mortgage loan or related mortgaged property,
instead of obtaining reimbursement immediately out of general collections on the
mortgage pool, the master servicer or the trustee, as applicable, may, in its
sole discretion, elect to obtain reimbursement for such non-recoverable advance
over a period of time (not to exceed twelve months in any event), with interest
thereon at the prime rate described below. At any time after such determination,
the master servicer or the trustee, as applicable, may, in its sole discretion,
decide to obtain reimbursement out of general collections on the mortgage pool
immediately. The fact that a decision to recover a non-recoverable advance over
time, or not to do so, benefits some classes of series 2007-GG9
certificateholders to the detriment of other classes of series 2007-GG9
certificateholders will not constitute a violation of the Servicing Standard or
a breach of the terms of the series 2007-GG9 pooling and servicing agreement by
any party thereto, or a violation of any fiduciary duty owed by any party
thereto to the series 2007-GG9 certificateholders. The master servicer's or the
trustee's agreement to defer reimbursement of such nonrecoverable advances as
set forth above is an accommodation to the series 2007-GG9 certificateholders
and is not to be construed as an obligation on the part of the master servicer
or the trustee or a right of the series 2007-GG9 certificateholders. Nothing in
this prospectus supplement will be deemed to create in the series 2007-GG9
certificateholders a right to prior payment of distributions over the master
servicer's or the trustee's right to reimbursement for advances (deferred or
otherwise) in accordance with the pooling and servicing agreement. Any
requirement of the master servicer or the trustee to make an advance under the
pooling and servicing agreement is intended solely to provide liquidity for the
benefit of the certificateholders and not as credit support or otherwise to
impose on any such person the risk of loss with respect to one or more mortgage
loans.

      In addition, the master servicer, the special servicer or the trustee, as
applicable, will be entitled to recover any advance that is outstanding at the
time that a mortgage loan is modified that is not repaid in full by the borrower
in connection with such modification but rather becomes an obligation of the
borrower to pay such amounts in the future (such advance, together with interest
thereon, a "WORK-OUT DELAYED REIMBURSEMENT AMOUNT"), first out of collections of
principal in the custodial account received with respect to the sub-pool of
which such mortgage loan is a part and, if related to a Loan Group, the related
loan group custodial account, and then out of collections of principal with
respect to the other sub-pool, in each case, net of the amount of any principal
collection used to reimburse any nonrecoverable advance and interest on those
advances as described in the previous paragraph. The master servicer, the
special servicer or the trustee will be permitted to recover a Work-out Delayed
Reimbursement Amount first from general collections in the custodial account
received with respect to the sub-pool that such mortgage loan is a part of and,
if related to a Loan Group, the related loan group custodial account, and then
out of general collections with respect to the other sub-pool, if the master
servicer or the trustee, as applicable, (a) has determined or the special
servicer has determined, that such Work-out Delayed Reimbursement Amount would
not be recoverable out of collections on the related mortgage loan or (b) has
determined or the special servicer has determined that such Work-out Delayed
Reimbursement Amount would not ultimately be recoverable, along with any other
Work-out Delayed Reimbursement Amounts and non-recoverable advances, out of the
principal portion of future collections on the mortgage loans and the REO
Properties.


                                      S-186



      When the master servicer or the trustee reimburses itself out of general
collections on the mortgage pool for any advance that it has determined is not
recoverable out of collections on the related mortgage loan, then that advance
(together with accrued interest thereon) will be deemed to be reimbursed first
out of payments and other collections of principal on the sub-pool that includes
the underlying mortgage loans for which the nonrecoverable advances were made,
until there are no remaining principal payments or collections of principal for
that sub-pool for the related collection period, then out of payments and other
collections of principal on the mortgages in the other sub-pool, until there are
no remaining principal payments or collections of principal for that sub-pool
for the related collection period and lastly out of other collections of
interest on the underlying mortgage loans otherwise distributable on the series
2007-GG9 certificates. As a result, the Total Principal Payment Amount for the
corresponding payment date and the portions attributable to collections on the
mortgage loans in either sub-pool would be reduced, to not less than zero, by
the amount of any such reimbursement. Likewise, the total principal payment
amount for the corresponding payment date would be reduced by a Work-Out Delayed
Reimbursement Amount paid from principal collections on the underlying mortgage
loan.

      The master servicer or the trustee will each be entitled to receive
interest on advances made by it out of its own funds. That interest will
commence accruing upon the date the applicable advance was made and will
continue to accrue on the amount of each advance, and compounded annually, for
so long as that advance is outstanding at an annual rate equal to the prime rate
as published in the "Money Rates" section of The Wall Street Journal, as that
prime rate may change from time to time.

      Interest accrued with respect to any advance will be payable during the
collection period in which that advance is reimbursed--

      o     first, out of Default Interest and late payment charges collected by
            the trust on the related mortgage loan during that collection
            period, and

      o     then, if and to the extent that the Default Interest and late
            payment charges referred to in the prior bullet are insufficient to
            cover the advance interest, out of any other amounts then on deposit
            in the master servicer's custodial account.

      To the extent not offset by Default Interest and/or late payment charges
accrued and actually collected, interest accrued on outstanding advances will
result in a reduction in amounts payable on one or more classes of the
certificates.

      The co-lender agreement for the Non-Serviced Loan Group provides that if
any of the master servicer, special servicer or trustee under the 2006-LDP9 PSA
has determined that a servicing advance made with respect to the Loan Group is
not recoverable out of collections on the related mortgaged property, then the
party that made that advance will be entitled to seek reimbursement with
interest thereon of a pro rata portion of such servicing advance from the trust
or the trust formed under the 2006-LDP9 PSA.

RATED FINAL PAYMENT DATE

      As discussed in this prospectus supplement, the ratings assigned to the
respective classes of offered certificates will represent the likelihood of--

      o     timely receipt of all interest to which each certificateholder is
            entitled on each payment date, and

      o     the ultimate receipt of all principal to which each
            certificateholder is entitled by the related rated final payment
            date, which is the final payment date used by the rating agencies in
            providing their ratings.

      The rated final payment dates for each class of the offered certificates
is the payment date in .


                                      S-187



ASSUMED FINAL PAYMENT DATE

      With respect to any class of offered certificates, the assumed final
payment date is the payment date on which the holders of those certificates
would be expected to receive their last payment and the total principal balance
of those certificates would be expected to be reduced to zero, based upon--

      o     the assumption that each borrower timely makes all payments on its
            mortgage loan;

      o     the assumption that no borrower otherwise prepays its mortgage loan
            prior to stated maturity; and

      o     the other modeling assumptions referred to under "Yield and Maturity
            Considerations" in, and set forth in the glossary to, this
            prospectus supplement.

Accordingly, the assumed final payment date for each class of offered
certificates is the payment date in the calendar month and year set forth below
for that class:

                                   MONTH AND YEAR OF ASSUMED
                      CLASS           FINAL PAYMENT DATE
                     -------      ---------------------------
                       A-1               October 2011
                       A-2                 July 2012
                       A-3                March 2014
                       A-AB             September 2016
                       A-4               January 2017
                      A-1-A              January 2017
                       A-M               February 2017
                       A-J               February 2017
                        B                February 2017
                        C                February 2017
                        D                February 2017
                        E                February 2017
                        F                February 2017

      The actual final payment date is likely to vary materially from the
assumed final payment date due to potential defaults by borrowers, unanticipated
expenses of the trust and voluntary and involuntary prepayments on the mortgage
loans.

REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION

      Certificateholder Reports. Based solely on information provided in monthly
reports prepared by the master servicer and the special servicer and delivered
to the trustee, the trustee will be required to make available as described
under "--Information Available Electronically" below, on each payment date, to
each registered holder of an offered certificate and, upon request, to each
beneficial owner of an offered certificate held in book-entry form that is
identified to the reasonable satisfaction of the trustee:

      o     A payment date statement substantially in the form of Annex E to
            this prospectus supplement.

      o     A CMSA Loan Periodic Update File, a CMSA Financial File and a CMSA
            Property File setting forth information with respect to the mortgage
            loans and the corresponding mortgaged properties, respectively.

      o     A trust data update report, which is to contain substantially the
            categories of information regarding the mortgage loans set forth on
            Annex A to this prospectus supplement, with that information to be
            presented in tabular format substantially similar to the format
            utilized on those annexes. The Mortgage Pool data update report may
            be included as part of the payment date statement.


                                      S-188



      The master servicer or the special servicer, as specified in the pooling
and servicing agreement, is required to deliver to the trustee on each payment
date (commencing on the fourth payment date), and the trustee is required to
make available as described below under "--Information Available
Electronically," a copy of each of the following reports with respect to the
mortgage loans and the corresponding mortgaged properties:

      o     A CMSA Delinquent Loan Status Report.

      o     A CMSA Historical Loan Modification and Corrected Mortgage Loan
            Report.

      o     A CMSA Historical Liquidation Report.

      o     A CMSA REO Status Report.

      o     A CMSA Servicer Watch List.

      o     A CMSA Loan Level Reserve/LOC Report.

      o     A CMSA Comparative Financial Status Report.

      o     A CMSA Advance Recovery Report.

      In addition, upon the request of any holder of a series 2007-GG9
certificate or, to the extent identified to the reasonable satisfaction of the
trustee, beneficial owner of an offered certificate, the trustee will be
required to request from the master servicer, and, upon receipt, make available
to the requesting party, during normal business hours at the offices of the
trustee, copies of the following reports required to be prepared and maintained
by the master servicer and/or the special servicer:

      o     with respect to any mortgaged property or REO Property, a CMSA
            Operating Statement Analysis Report; and

      o     with respect to any mortgaged property or REO Property, a CMSA NOI
            Adjustment Worksheet.

      The reports identified in the preceding three paragraphs as CMSA reports
will be in the forms prescribed in the standard Commercial Mortgage Securities
Association investor reporting package. Forms of these reports are available at
the CMSA's internet website, located at www.cmbs.org.

      Within a reasonable period of time after the end of each calendar year,
the trustee is required to send to each person who at any time during the
calendar year was a series 2007-GG9 certificateholder of record, a report
summarizing on an annual basis, if appropriate, certain items of the monthly
payment date statements relating to amounts distributed to the certificateholder
and such other information as may be required to enable the certificateholder to
prepare its federal income tax returns. The foregoing requirements will be
deemed to have been satisfied to the extent that the information is provided
from time to time pursuant to the applicable requirements of the Internal
Revenue Code.

      The pooling and servicing agreement provides that, absent manifest error
of which it is aware, none of the master servicer, the special servicer or the
trustee will be responsible for the accuracy or completeness of any information
supplied to it by a borrower, the depositor (including information in this
prospectus supplement), any mortgage loan seller or other third party that is
included in any reports, statements, materials or information prepared or
provided by the master servicer, the special servicer or the trustee, as
applicable, under the pooling and servicing agreement.

      Book-Entry Certificates. If you hold your offered certificates in
book-entry form through DTC, you may obtain direct access to the monthly reports
of the trustee as if you were a certificateholder, provided that you deliver a
written certification to the trustee confirming your beneficial ownership in the
offered certificates. Otherwise, until definitive certificates are issued with
respect to your offered certificates, the information contained in those monthly
reports will be available to you only to the extent that it is made available
through DTC and the DTC participants or is available on the trustee's internet
website. Conveyance of notices and other communications by DTC to the DTC


                                      S-189



participants, and by the DTC participants to beneficial owners of the offered
certificates, will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time. We,
the master servicer, the special servicer, the trustee and the series 2007-GG9
certificate registrar are required to recognize as certificateholders only those
persons in whose names the series 2007-GG9 certificates are registered on the
books and records of the certificate registrar.

      Information Available Electronically. The trustee will make available each
month, for the relevant reporting periods, to the series 2007-GG9
certificateholders and beneficial owners of series 2007-GG9 certificates
identified to the reasonable satisfaction of the trustee, the payment date
statement, any Mortgage Pool data update report, any loan payment notification
report, and the mortgage loan information presented in the standard Commercial
Mortgage Securities Association investor reporting package formats via the
trustee's internet website. The trustee's internet website will initially be
located at www.etrustee.net.

      The master servicer also may make some or all of the reports identified in
the preceding paragraph available via its internet website, www.wachovia.com.

      None of the trustee, the master servicer or the special servicer will make
any representations or warranties as to the accuracy or completeness of, and may
disclaim responsibility for, any information made available by the trustee, the
master servicer or the special servicer, as the case may be, for which it is not
the original source.

      The trustee and the master servicer may require the acceptance of a
disclaimer and an agreement of confidentiality in connection with providing
access to their respective internet websites. Neither the trustee nor the master
servicer will be liable for the dissemination of information made in accordance
with the pooling and servicing agreement.

      At the request of the underwriters, as provided in the pooling and
servicing agreement, the trustee will be required to make available
electronically, on each payment date, to the Trepp Group, Intex Solutions, Inc.
and any other similar third party information provider, a copy of the reports
made available to the series 2007-GG9 certificateholders.

      Other Information. The pooling and servicing agreement will obligate the
trustee to make available at its offices, during normal business hours, upon
reasonable advance written notice, for review by any holder or beneficial owner
of an offered certificate or any person identified to the trustee as a
prospective transferee of an offered certificate or any interest in that offered
certificate, originals or copies of, among other things, the following items:

      o     this prospectus supplement, the accompanying prospectus and any
            other disclosure documents relating to the non-offered classes of
            the series 2007-GG9 certificates, in the form most recently provided
            by us or on our behalf to the trustee;

      o     the pooling and servicing agreement, each sub-servicing agreement
            delivered to the trustee since the date of initial issuance of the
            offered certificates, and any amendments to those agreements;

      o     all monthly reports of the trustee delivered, or otherwise
            electronically made available, to series 2007-GG9 certificateholders
            since the date of initial issuance of the offered certificates;

      o     all officer's certificates delivered to the trustee by the master
            servicer and/or the special servicer since the date of initial
            issuance of the offered certificates, as described under "Servicing
            Under the Pooling and Servicing Agreement--Evidence as to
            Compliance" in this prospectus supplement;

      o     all accountant's reports delivered to the trustee with respect to
            the master servicer and/or the special servicer since the date of
            initial issuance of the offered certificates, as described under
            "Servicing Under the Pooling and Servicing Agreement--Evidence as to
            Compliance" in this prospectus supplement;

      o     the most recent appraisal, if any, with respect to each mortgaged
            property for a mortgage loan obtained by the master servicer or the
            special servicer and delivered to the trustee;


                                      S-190



      o     the mortgage files for the mortgage loans included in the trust,
            including all documents, such as modifications, waivers and
            amendments of such mortgage loans, that are to be added to the
            mortgage files from time to time pursuant to the pooling and
            servicing agreement;

      o     upon request, the most recent inspection report with respect to each
            mortgaged property with respect to a mortgage loan included in the
            trust prepared by the master servicer or the special servicer and
            delivered to the trustee as described under "Servicing Under the
            Pooling and Servicing Agreement--Inspections; Collection of
            Operating Information" in this prospectus supplement; and

      o     upon request, the most recent quarterly and annual operating
            statement and rent roll for each mortgaged property for a mortgage
            loan and financial statements of the related borrower collected by
            the master servicer or the special servicer and delivered to the
            trustee as described under "Servicing Under the Pooling and
            Servicing Agreement--Inspections; Collection of Operating
            Information" in this prospectus supplement.

      Copies of any and all of the foregoing items will be available from the
trustee upon request. However, the trustee will be permitted to require payment
of a sum sufficient to cover the reasonable costs and expenses of providing the
copies.

      In connection with providing access to or copies of the items described
above, the trustee may require:

      o     in the case of a registered holder of an offered certificate or a
            beneficial owner of an offered certificate held in book-entry form,
            a written confirmation executed by the requesting person or entity,
            in a form reasonably acceptable to the trustee, generally to the
            effect that the person or entity is a registered holder or
            beneficial owner of offered certificates and will keep the
            information confidential; and

      o     in the case of a prospective purchaser of an offered certificate or
            any interest in that offered certificate, confirmation executed by
            the requesting person or entity, in a form reasonably acceptable to
            the trustee, generally to the effect that the person or entity is a
            prospective purchaser of offered certificates or an interest in
            offered certificates, is requesting the information for use in
            evaluating a possible investment in the offered certificates and
            will otherwise keep the information confidential.

VOTING RIGHTS

      The voting rights for the series 2007-GG9 certificates will be allocated
among the respective classes of those certificates as follows:

      o     99% of the voting rights will be allocated among the holders of the
            various classes of series 2007-GG9 certificates that have principal
            balances, pro rata in accordance with those principal balances;

      o     1% of the voting rights will be allocated among the holders of the
            interest-only certificates pro rata, based on their respective
            notional amount as of any date of determination; and

      o     0% of the voting rights will be allocated among the holders of the
            class R-I and class R-II certificates.

      Voting rights allocated to a class of series 2007-GG9 certificateholders
will be allocated among those certificateholders in proportion to their
respective percentage interests in that class.

TERMINATION

      The obligations created by the pooling and servicing agreement will
terminate following the earliest of--

      o     the final payment or advance on, other liquidation of, the last
            mortgage loan or related REO Property remaining in the trust,


                                      S-191



      o     the purchase of all of the mortgage loans and REO Properties
            remaining in the trust by the special servicer, any single
            certificateholder or group of certificateholders of the series
            2007-GG9 controlling class, us or the master servicer, in that order
            of preference, and

      o     after the certificate balances of the class A-1 through class F have
            been reduced to zero, if (i) all of the then outstanding series
            2007-GG9 certificates (excluding class R-I and class R-II
            certificates) are held by a single certificateholder and (ii) all
            accrued and unpaid fees and other amounts payable to the master
            servicer, special servicer and the trustee are paid.

      Written notice of termination of the pooling and servicing agreement will
be given to each series 2007-GG9 certificateholder. The final payment with
respect to each series 2007-GG9 certificate will be made only upon surrender and
cancellation of that certificate at the office of the series 2007-GG9
certificate registrar or at any other location specified in the notice of
termination.

      Any purchase by us, the special servicer, any single holder or group of
holders of the controlling class or the master servicer of all the mortgage
loans and REO Properties remaining in the trust is required to be made at a
price equal to:

      o     the sum of--

            1.    the total principal balance of all the mortgage loans then
                  included in the trust, other than any mortgage loans as to
                  which the mortgaged properties have become REO Properties,
                  together with (a) interest, other than Default Interest, on
                  those mortgage loans, (b) unreimbursed servicing advances for
                  those mortgage loans and (c) unpaid interest on advances made
                  with respect to those mortgage loans, and

            2.    the appraised value of all REO Properties then included in the
                  trust, minus

      o     solely in the case of a purchase by the master servicer or the
            special servicer, the total of all amounts payable or reimbursable
            to the purchaser under the pooling and servicing agreement.

      The purchase will result in early retirement of the outstanding series
2007-GG9 certificates. However, our right, and the rights of the special
servicer, any single holder or group of holders of the series 2007-GG9
controlling class or the master servicer, to make the purchase is subject to the
requirement that the total Stated Principal Balance of the mortgage loans that
are included in the trust be less than 1.0% of the initial balance of the
mortgage loans included in the trust. The termination price, exclusive of any
portion of the termination price payable or reimbursable to any person other
than the series 2007-GG9 certificateholders, will constitute part of the
Available P&I Funds for the final payment date. Any person or entity making the
purchase will be responsible for reimbursing the parties to the pooling and
servicing agreement for all reasonable out-of-pocket costs and expenses incurred
by the parties in connection with the purchase.

      With respect to the mortgage loans in the trust that are part of a Loan
Group, references in the preceding paragraph to the value of REO Properties in
the trust means the value of the trust's proportionate beneficial interest in
any REO Property acquired under the 2006-LDP9 PSA or the pooling and servicing
agreement on behalf of the trust as holder of the mortgage loan.

                        YIELD AND MATURITY CONSIDERATIONS

YIELD CONSIDERATIONS

      General. The yield on any offered certificate will depend on:

      o     the price at which the certificate is purchased by an investor, and

      o     the rate, timing and amount of payments on the certificate.


                                      S-192



      The rate, timing and amount of payments on any offered certificate will in
turn depend on, among other things--

      o     the pass-through rate for the certificate, which will be fixed or
            variable, as described in this prospectus supplement,

      o     the rate and timing of principal payments, including principal
            prepayments, and other principal collections on the underlying
            mortgage loans and the extent to which those amounts are to be
            applied in reduction of the principal balance of the certificate,

      o     the rate, timing and severity of Realized Losses and Additional
            Trust Fund Expenses and the extent to which those losses and
            expenses result in the reduction of the principal balance of, or the
            total payments on, the certificate,

      o     the timing and severity of any Net Aggregate Prepayment Interest
            Shortfalls and the extent to which those shortfalls result in the
            reduction of the interest payments on the certificate, and

      o     the purchase of a mortgage loan whether by the applicable mortgage
            loan seller as a result of a material breach of a representation or
            warranty, by the holder of a related Companion Loan, by a holder of
            the fair value purchase option or by a mezzanine lender.

      See "Description of the Offered Certificates--Payments--Calculation of
Pass-Through Rates" and "Description of the Mortgage Pool" in this prospectus
supplement and "--Rate and Timing of Principal Payments" below.

      Rate and Timing of Principal Payments. The yield to maturity on any
offered certificates purchased at a discount or a premium will be affected by
the rate and timing of principal payments made in a reduction of the principal
balances of those certificates. In turn, the rate and timing of principal
payments that are applied in reduction of the principal balance of any offered
certificate will be directly related to the rate and timing of principal
payments on or with respect to the underlying mortgage loans. Finally, the rate
and timing of principal payments on or with respect to the underlying mortgage
loans will be affected by their amortization schedules, the dates on which
balloon payments are due and the rate and timing of principal prepayments and
other unscheduled collections on them, including for this purpose, collections
made in connection with liquidations of mortgage loans due to defaults,
casualties or condemnations affecting the mortgaged properties, or purchases or
other removals of underlying mortgage loans from the trust.

      Prepayments and other early liquidations of the underlying mortgage loans
will result in payments on the series 2007-GG9 certificates of amounts that
would otherwise be paid over the remaining terms of the mortgage loans. This
will tend to shorten the weighted average lives of the offered certificates.
Defaults on the underlying mortgage loans, particularly at or near their
maturity dates, may result in significant delays in payments of principal on the
underlying mortgage loans and, accordingly, on the series 2007-GG9 certificates,
while work-outs are negotiated or foreclosures are completed. These delays will
tend to lengthen the weighted average lives of the offered certificates. See
"Servicing Under the Pooling and Servicing Agreement--Modifications, Waivers,
Amendments and Consents" in this prospectus supplement.

      In the event that prepayments and other early liquidations occur with
respect to underlying mortgage loans that have a higher interest rate relative
to the other underlying mortgage loans, the Weighted Average Pool Pass-Through
Rate would decline. Such a decline in the Weighted Average Pool Pass-Through
Rate could cause a corresponding decline in the pass-through rate on those
classes that bear interest at a rate limited by the Weighted Average Pool
Pass-Through Rate and would cause a decline in the pass-through rate on those
classes that bear interest at a rate equal to or based on the Weighted Average
Pool Pass Through Rate. The pass-through rates on those classes of certificates
may be limited by the Weighted Average Pool Pass-Through Rate even if
prepayments and early liquidations do not occur.

      The extent to which the yield to maturity on any offered certificate may
vary from the anticipated yield will depend upon the degree to which the
certificate is purchased at a discount or premium and when, and to what degree,
payments of principal on the underlying mortgage loans are in turn paid and
result in a reduction of the principal balance of the certificate. If you
purchase your offered certificates at a discount, you should consider the


                                      S-193



risk that a slower than anticipated rate of principal payments on the underlying
mortgage loans could result in an actual yield to you that is lower than your
anticipated yield. If you purchase your offered certificate at a premium, you
should consider the risk that a faster than anticipated rate of principal
payments on the underlying mortgage loans could result in an actual yield to you
that is lower than your anticipated yield.

      Because the rate of principal payments on or with respect to the
underlying mortgage loans will depend on future events and a variety of factors,
no assurance can be given as to that rate or the rate of principal prepayments
in particular. We are not aware of any relevant publicly available or
authoritative statistics with respect to the historical prepayment experience of
a large group of real estate loans comparable to those in the Mortgage Pool.

      Even if they are collected and payable on your offered certificates,
prepayment premiums and yield maintenance charges may not be sufficient to
offset fully any loss in yield on your offered certificates attributable to the
related prepayments of the underlying mortgage loans.

      Delinquencies and Defaults on the Mortgage Loans. The rate and timing of
delinquencies and defaults on the underlying mortgage loans will affect the
amount of payments on your offered certificates, the yield to maturity of your
offered certificates and the rate of principal payments on your offered
certificates and the weighted average life of your offered certificates.
Delinquencies on the underlying mortgage loans, unless covered by monthly debt
service advances, may result in shortfalls in payments of interest and/or
principal on your offered certificates for the current month.

      If--

      o     you calculate the anticipated yield to maturity for your offered
            certificates based on an assumed rate of default and amount of
            losses on the underlying mortgage loans that is lower than the
            default rate and amount of losses actually experienced, and

      o     the additional losses result in a reduction of the total payments on
            or the principal balance of your offered certificates,

then your actual yield to maturity will be lower than you calculated and could,
under some scenarios, be negative.

      The timing of any loss on a liquidated mortgage loan that results in a
reduction of the total payments on or the principal balance of your offered
certificates will also affect your actual yield to maturity, even if the rate of
defaults and severity of losses are consistent with your expectations. In
general, the earlier your loss occurs, the greater the effect on your yield to
maturity.

      Even if losses on the underlying mortgage loans do not result in a
reduction of the total payments on or the principal balance of your offered
certificates, the losses may still affect the timing of payments on, and the
weighted average life and yield to maturity of, your offered certificates.

      In addition, if the master servicer, the special servicer or the trustee
reimburses itself out of general collections on the mortgage pool for any
advance that it has determined is not recoverable out of collections on the
related mortgage loan, then to the extent that such reimbursement is made from
collections of principal on the underlying mortgage loans, that reimbursement
will reduce the amount of principal available to be distributed on the series
2007-GG9 principal balance certificates and will result in a reduction of the
certificate principal balance of the series 2007-GG9 principal balance
certificates. See "Description of the Offered Certificates--Reductions of
Certificate Principal Balances in Connection With Realized Losses and Additional
Trust Fund Expenses" in this prospectus supplement. Likewise, if the master
servicer, the special servicer or the trustee reimburses itself out of principal
collections on the mortgage loans for any Work-out Delayed Reimbursement
Amounts, that reimbursement will reduce the amount of principal available to be
distributed on the series 2007-GG9 principal balance certificates on that
payment date. Such reimbursement would have the effect of reducing current
payments of principal on the offered certificates and extending the weighted
average life of the offered certificates.

      The Effect of Sub-pools. Because the mortgage pool has been divided into
two sub-pools for purposes of calculating distributions on the series 2007-GG9
certificates, the holders of the class A-1, class A-2, class A-3, class A-AB and
class A-4 certificates will be affected by the rate, timing and amount of
payments and other collections of


                                      S-194



principal on, and by delinquencies and defaults on, the mortgage loans in
sub-pool 1 and, in the absence of significant losses, should be largely
unaffected by the rate, timing and amount of payments and other collections of
principal on, and by delinquencies and defaults on, the mortgage loans in
sub-pool 2. Similarly, the holders of the class A-1-A certificates will be
affected by the rate, timing and amount of payments and other collections of
principal on, and by delinquencies and defaults on, the mortgage loans in
sub-pool 2 and, in the absence of significant losses, should be largely
unaffected by the rate, timing and amount of payments and other collections of
principal on, and by delinquencies and defaults on, the mortgage loans in
sub-pool 1. Investors should take this into account when reviewing this "Yield
and Maturity Considerations" section.

      Relevant Factors. The following factors, among others, will affect the
rate and timing of principal payments and defaults and the severity of losses on
or with respect to the mortgage loans in the trust:

      o     prevailing interest rates;

      o     the terms of the mortgage loans, including--

            1.    provisions that require the payment of prepayment premiums and
                  yield maintenance charges,

            2.    provisions that impose prepayment lock-out periods,

            3.    amortization terms that require balloon payments, and

            4.    provisions requiring amounts held in escrow to be applied to
                  prepay the mortgage loan if the borrower does not achieve
                  specified targets under the loan documents;

      o     the demographics and relative economic vitality of the areas in
            which the related mortgaged properties are located;

      o     the general supply and demand for commercial and multifamily rental
            space of the type available at the related mortgaged properties in
            the areas in which those properties are located;

      o     the quality of management of the mortgaged properties;

      o     the servicing of the mortgage loans;

      o     possible changes in tax laws; and

      o     other opportunities for investment.

      See "Risk Factors--Risks Related to the Underlying Mortgage Loans,"
"Description of the Mortgage Pool" and "Servicing Under the Pooling and
Servicing Agreement" in this prospectus supplement and "Description of the
Governing Documents" and "Yield and Maturity Considerations--Yield and
Prepayment Considerations" in the accompanying prospectus.

      The rate of prepayment on the mortgage loans in the trust is likely to be
affected by prevailing market interest rates for real estate loans of a
comparable type, term and risk level. When the prevailing market interest rate
is below the annual rate at which a mortgage loan accrues interest, the related
borrower may have an increased incentive to refinance the mortgage loan.
Conversely, to the extent prevailing market interest rates exceed the annual
rate at which a mortgage loan accrues interest, the related borrower may be less
likely to voluntarily prepay the mortgage loan.

      Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some underlying borrowers may
sell their mortgaged properties in order to realize their equity in those
properties, to meet cash flow needs or to make other investments. In addition,
some underlying borrowers may be motivated by federal and state tax laws, which
are subject to change, to sell their mortgaged properties prior to the
exhaustion of tax depreciation benefits.


                                      S-195



      Certain of the mortgage loans provide for a "cash trap" feature under
which, upon the occurrence of certain trigger events, the lender will be
permitted to apply excess cash in the lock box to repay the mortgage loan. The
pooling and servicing agreement will provide that the master servicer will not
be permitted to apply any of such excess funds as a prepayment of the mortgage
loan without the consent of the special servicer.

      A number of the underlying borrowers are partnerships. The bankruptcy of
the general partner in a partnership may result in the dissolution of the
partnership. The dissolution of a borrower partnership, the winding-up of its
affairs and the distribution of its assets could result in an acceleration of
its payment obligations under the related mortgage loan.

      We make no representation or warranty regarding:

      o     the particular factors that will affect the rate and timing of
            prepayments and defaults on the underlying mortgage loans;

      o     the relative importance of those factors;

      o     the percentage of the total principal balance of the underlying
            mortgage loans that will be prepaid or as to which a default will
            have occurred as of any particular date; or

      o     the overall rate of prepayment or default on the underlying mortgage
            loans.

      Unpaid Interest. If the portion of the Available P&I Funds payable with
respect to interest on any class of offered certificates on any payment date is
less than the total amount of interest then payable for the class, the shortfall
will be payable to the holders of those certificates on subsequent payment
dates, subject to the Available P&I Funds on those subsequent payment dates and
the priority of payments described under "Description of the Offered
Certificates--Payments--Priority of Payments" in this prospectus supplement.
That shortfall will not bear interest, however, and will therefore negatively
affect the yield to maturity of that class of offered certificates for so long
as it is outstanding.

      Delay in Payments. Because monthly payments will not be made on the
offered certificates until several days after the due dates for the mortgage
loans during the related collection period, your effective yield will be lower
than the yield that would otherwise be produced by your pass-through rate and
purchase price, assuming that purchase price did not account for a delay.

WEIGHTED AVERAGE LIVES

      The weighted average life of any offered certificate refers to the average
amount of time that will elapse from the date of its issuance until each dollar
to be applied in reduction of the principal balance of that certificate is
distributed to the investor. For purposes of this prospectus supplement, the
weighted average life of any offered certificate is determined as follows:

      o     multiply the amount of each principal payment on the certificate by
            the number of years from the assumed settlement date to the related
            payment date;

      o     sum the results; and

      o     divide the sum by the total amount of the reductions in the
            principal balance of the certificate.

      Accordingly, the weighted average life of any offered certificate will be
influenced by, among other things, the rate at which principal of the underlying
mortgage loans is paid or otherwise collected or advanced and the extent to
which those payments, collections and/or advances of principal are in turn
applied in reduction of the principal balance of the class of offered
certificates to which the subject certificate belongs.

      As described in this prospectus supplement, the Total Principal Payment
Amount for each payment date will be payable first with respect to the class
A-1, class A-2, class A-3, class A-AB, class A-4 and class A-1-A certificates
until the total principal balances of those classes are reduced to zero, and
will thereafter be distributable entirely


                                      S-196



with respect to the other classes of series 2007-GG9 certificates with principal
balances, sequentially based upon their relative seniority, in each case until
the related principal balance is reduced to zero. Because of the order in which
the Total Principal Payment Amount is applied, the weighted average lives of the
class A-1, class A-2, class A-3, class A-AB, class A-4 and class A-1-A
certificates may be shorter, and the weighted average lives of the other classes
of series 2007-GG9 certificates with principal balances may be longer, than
would otherwise be the case if the principal payment amount for each payment
date was being paid on a pro rata basis among the respective classes of
certificates with principal balances.

      The tables set forth in Annex D to this prospectus supplement show with
respect to each class of offered certificates--

      o     the weighted average life of that class, and

      o     the percentage of the initial total principal balance of that class
            that would be outstanding after each of the specified dates,

based upon each of the indicated levels of CPR and the Modeling Assumptions.

      We make no representation that--

      o     the mortgage loans in the trust will prepay in accordance with the
            assumptions set forth in this prospectus supplement at any of the
            CPRs shown or at any other particular prepayment rate,

      o     all the mortgage loans in the trust will prepay in accordance with
            the assumptions set forth in this prospectus supplement at the same
            rate, or

      o     mortgage loans in the trust that are in a lock-out/defeasance
            period, a yield maintenance period or declining premium period will
            not prepay as a result of involuntary liquidations upon default or
            otherwise.

                                LEGAL PROCEEDINGS

      There are no legal proceedings pending against us, the sponsors, the
trustee, the trust or the master servicer, or to which any property of the
foregoing parties are subject, that is material to the series 2007-GG9
certificateholders, nor does the depositor have actual knowledge of any
proceedings of this type contemplated by governmental authorities.

                                 USE OF PROCEEDS

      Substantially all of the proceeds from the sale of the offered
certificates will be used by us to--

      o     purchase the mortgage loans that we will include in the trust, and

      o     pay expenses incurred in connection with the issuance of the series
            2007-GG9 certificates.

                              CERTAIN LEGAL ASPECTS

      The mortgaged real properties are subject to compliance with various
federal, state, commonwealth and local statutes and regulations. Failure to so
comply (together with an inability to remedy any such failure) could result in
material diminution in the value of a mortgaged real property which could,
together with the limited alternative uses for such mortgaged real property,
result in a failure to realize the full principal amount of the related mortgage
loan. Any failure to comply with such statutes and regulations, however, would
likely result in an event of default by the related borrower under the related
mortgage loan documents, enabling the special servicer to pursue remedies
available by law or under such mortgage loan documents.


                                      S-197



ELECTION OF REMEDIES

      The following discussion contains a summary of certain legal aspects of
mortgage loans in California, New York, Massachusetts (22.0%, 11.7% and 10.0% of
the Initial Mortgage Pool Balance, respectively, 10.3%, 23.7% and 10.8% of the
Initial Sub-pool 1 Balance, respectively and 28.6%, 0.0% and 0.0% of the Initial
Sub-pool 2 Balance, respectively), which is general in nature.

      California Law. Mortgage loans in California generally are secured by
deeds of trust on the related real estate. Foreclosure of a deed of trust in
California may be accomplished by a non-judicial trustee's sale under a specific
provision in the deed of trust or by judicial foreclosure. Public notice of
either the trustee's sale or the judgment of foreclosure is given for a
statutory period of time after which the mortgaged real estate may be sold by
the trustee, if foreclosed pursuant to the trustee's power of sale, or by court
appointed sheriff under a judicial foreclosure. Following a judicial foreclosure
sale, the borrower or its successor in interest may, for a period of up to one
year, redeem the property. California's "one action" rule requires the lender to
exhaust the security afforded under the deed of trust by foreclosure in an
attempt to satisfy the full debt before bringing a personal action, if otherwise
permitted, against the borrower for recovery of the debt, except in certain
cases involving environmentally impaired real property. California case law has
held that acts such as an offset of an unpledged account constitute violations
of such statutes. Violations of such statutes may result in the loss of some or
all of the security under the loan. Other statutory provisions in California
limit any deficiency judgment, if otherwise permitted, against the borrower
following a judicial sale to the excess of the outstanding debt over the greater
of (a) the fair market value of the property at the time of the public sale and
(b) the amount of the winning bid in the foreclosure. Further, under California
law, once a property has been sold pursuant to a power-of-sale clause contained
in a deed of trust, the lender is precluded from seeking a deficiency judgment
from the borrower or, under certain circumstances, guarantors. California
statutory provisions regarding assignments of rents and leases require that a
lender whose loan is secured by such an assignment must exercise a remedy with
respect to rents as authorized by statute in order to establish its right to
receive the rents after an event of default. Among the remedies authorized by
statute is the lender's right to have a receiver appointed under certain
circumstances.

      New York Law. New York law requires a mortgagee to elect either a
foreclosure action or a personal action against the borrower, and to exhaust the
security under the mortgage, or exhaust its personal remedies against the
borrower, before it may bring the other such action. The practical effect of the
election requirement is that lenders will usually proceed first against the
security rather than bringing personal action against the borrower. Other
statutory provisions limit any deficiency judgment against the former borrower
following a judicial sale to the excess of the outstanding debt over the fair
market value of the property at the time of the public sale. The purpose of
these statutes is generally to prevent a mortgagee from obtaining a large
deficiency judgment against the former borrower as a result of low bids or the
absence of bids at the judicial sale.

      Massachusetts Law. Mortgage loans involving real property in Massachusetts
are secured by mortgages and foreclosures are accomplished by one of the
following methods: judicial foreclosure action, sale under statutory power of
sale, peaceable entry and possession for three years, or bill in equity under
statute. Foreclosure by sale under the statutory power of sale accompanied by an
entry prior to the sale is the more commonly followed method of foreclosure in
Massachusetts. If the mortgagee is not a corporation, Massachusetts business
trust or limited partnership, the mortgagee will generally first obtain a
judgment from the Land Court or Superior Court sitting in the county where the
property is located barring the rights of any interested party under the Service
Members' Civil Relief Act of 2003, as amended. Prior to conducting the sale,
notice of sale must be published for three successive weeks with the first such
publication to take the place at least 21 days prior to the date of sale and
notice must be delivered by registered or certified mail to the required parties
at least 14 days prior to the date of sale. A mortgagor has no right of
redemption after a properly conducted foreclosure sale under the power of sale.
The Commonwealth of Massachusetts does not have a "one action rule" or
"anti-deficiency legislation"; however, a deficiency judgment for a recourse
loan cannot be obtained after a foreclosure sale conducted by a power of sale
unless certain required steps are taken, including the giving of notice at least
21 days before the sale and generally bringing the action within 2 years after
the sale. In Massachusetts, contamination on a property may give rise to a
"super lien" on the property for costs incurred by the Commonwealth of
Massachusetts and such lien has priority over all existing liens, including
those of existing mortgages.


                                      S-198



                         FEDERAL INCOME TAX CONSEQUENCES

GENERAL

      Upon the issuance of the offered certificates, Cadwalader, Wickersham &
Taft LLP, our counsel, will deliver its opinion generally to the effect that,
assuming (i) the making of appropriate elections, (ii) compliance with the
pooling and servicing agreement and (iii) the 2006-LDP9 PSA is administered in
accordance with its terms and the REMICs formed thereunder continue to qualify
as REMICs, and subject to any other assumptions set forth in the opinion, REMIC
I and REMIC II will qualify as a REMIC under the Internal Revenue Code and the
arrangements under which the class A-MFL REMIC II regular interest and the class
A-JFL REMIC II regular interest, the related swap agreement and the related
floating rate account are held will be classified as one or more grantor trusts
for U.S. federal income tax purposes.

      The assets of REMIC I will generally include--

      o     the mortgage loans included in the trust,

      o     the trust's interest in any REO Properties (or beneficial interest
            therein, in the case of the Non-Serviced Trust Loan) acquired on
            behalf of the series 2007-GG9 certificateholders,

      o     the master servicer's custodial account (or the trust's interest
            therein in the case of the Non-Serviced Trust Loan),

      o     the trust's interest in the special servicer's REO account, and

      o     the trustee's distribution account and interest reserve account.

      For federal income tax purposes,

      o     the separate non-certificated regular interests in REMIC I will be
            the regular interests in REMIC I and will be the assets of REMIC II,

      o     the class R-I certificates will evidence the sole class of residual
            interests in REMIC I,

      o     the class A-1, class A-2, class A-3, class A-AB, class A-4, class
            A-1-A, class A-M, class A-J, class XP, class XC, class B, class C,
            class D, class E, class F, class G, class H, class J, class K, class
            L, class M, class N, class O, class P, class Q and class S
            certificates, the class A-MFL REMIC II regular interest and the
            class A-JFL REMIC II regular interest will evidence the regular
            interests in, and will generally be treated as debt obligations of,
            REMIC II,

      o     the class R-II certificates will evidence the sole class of residual
            interests in REMIC II, and

      o     the class A-MFL and class A-JFL certificates will each evidence
            interests in a grantor trust consisting of the respective REMIC II
            regular interest, the related swap agreement and the related
            floating rate account. No holder of any offered certificates will
            have any beneficial interest in any such grantor trust.

DISCOUNT AND PREMIUM; PREPAYMENT CONSIDERATION

      It is anticipated that the class certificates will be issued at a premium
and that the class certificates will be issued with a de minimis amount of
original issue discount for federal income tax purposes. Whether any holder of
these classes of offered certificates will be treated as holding a certificate
with amortizable bond premium will depend on the certificateholder's purchase
price and the payments remaining to be made on the certificate at the time of
its acquisition by the certificateholder. If you acquire an interest in any
class of offered certificates issued at a premium, you should consider
consulting your own tax advisor regarding the possibility of making an election
to amortize the premium. See "Federal Income Tax Consequences--REMICs--Taxation
of Owners of REMIC Regular Certificates--Premium" in the accompanying
prospectus.


                                      S-199



      When determining the rate of accrual of original issue discount, market
discount and amortization of premium, if any, with respect to the series
2007-GG9 certificates for federal income tax purposes, the prepayment assumption
used will be that following any date of determination:

      o     no mortgage loan in the trust will otherwise be prepaid prior to
            maturity, and

      o     there will be no extension of maturity for any mortgage loan in the
            trust.

      For a more detailed discussion of the federal income tax aspects of
investing in the offered certificates, see "Federal Income Tax Consequences" in
each of this prospectus supplement and the accompanying prospectus.

      Prepayment premiums and yield maintenance charges actually collected on
the underlying mortgage loans will be paid on the offered certificates as and to
the extent described in this prospectus supplement. It is not entirely clear
under the Internal Revenue Code when the amount of a prepayment premium or yield
maintenance charge should be taxed to the holder of a class of offered
certificates entitled to that amount. For federal income tax reporting purposes,
the tax administrator will report prepayment premiums or yield maintenance
charges as income to the holders of a class of offered certificates entitled
thereto only after the master servicer's actual receipt of those amounts. The
IRS may nevertheless seek to require that an assumed amount of prepayment
premiums and yield maintenance charges be included in payments projected to be
made on the offered certificates and that the taxable income be reported based
on the projected constant yield to maturity of the offered certificates. In such
event, the projected prepayment premiums and yield maintenance charges would be
included prior to their actual receipt by holders of the offered certificates.
If the projected prepayment premiums and yield maintenance charges were not
actually received, presumably the holder of an offered certificate would be
allowed to claim a deduction or reduction in gross income at the time the unpaid
prepayment premiums and yield maintenance charges had been projected to be
received. Moreover, it appears that prepayment premiums and yield maintenance
charges are to be treated as ordinary income rather than capital gain. However,
the correct characterization of the income is not entirely clear. We recommend
you consult your own tax advisors concerning the treatment of prepayment
premiums and yield maintenance charges.

CHARACTERIZATION OF INVESTMENTS IN OFFERED CERTIFICATES

      Except to the extent noted below, the offered certificates will be "real
estate assets" within the meaning of section 856(c)(5)(B) of the Internal
Revenue Code in the same proportion that the assets of the trust would be so
treated. In addition, interest, including original issue discount, if any, on
the offered certificates will be interest described in section 856(c)(3)(B) of
the Internal Revenue Code to the extent that those certificates are treated as
"real estate assets" within the meaning of section 856(c)(5)(B) of the Internal
Revenue Code.

      Most of the mortgage loans to be included in the trust, representing
approximately 0.0% of the Initial Mortgage Pool Balance, are not secured by real
estate used for residential or other purposes prescribed in section
7701(a)(19)(C) of the Internal Revenue Code. Consequently, the offered
certificates will be treated as assets qualifying under that section to only a
limited extent. Accordingly, investment in the offered certificates may not be
suitable for a thrift institution seeking to be treated as a "domestic building
and loan association" under section 7701(a)(19)(C) of the Internal Revenue Code.
The offered certificates will be treated as "qualified mortgages" for another
REMIC under section 860G(a)(3)(C) of the Internal Revenue Code.

      In addition, most of the mortgage loans that we intend to include in the
trust contain defeasance provisions under which the lender may release its lien
on the collateral securing the mortgage loan in return for the borrower's pledge
of substitute collateral in the form of Government Securities. Generally, under
the Treasury regulations, if a REMIC releases its lien on real property that
secures a qualified mortgage, that mortgage ceases to be a qualified mortgage on
the date the lien is released unless certain conditions are satisfied. In order
for the mortgage loan to remain a qualified mortgage, the Treasury regulations
require that--

      (1)   the borrower pledges substitute collateral that consist solely of
            Government Securities;

      (2)   the mortgage loan documents allow that substitution;


                                      S-200



      (3)   the lien is released to facilitate the disposition of the property
            or any other customary commercial transaction, and not as part of an
            arrangement to collateralize a REMIC offering with obligations that
            are not real estate mortgages; and

      (4)   the release is not within two years of the startup day of the REMIC.

      Following the defeasance of a mortgage loan, regardless of whether the
foregoing conditions were satisfied, that mortgage loan would not be treated as
a "loan secured by an interest in real property" or a "real estate asset" and
interest on that loan would not constitute "interest on obligations secured by
real property" for purposes of sections 7701(a)(19)(C), 856(c)(5)(B) and
856(c)(3)(B) of the Internal Revenue Code, respectively.

      See "Description of the Mortgage Pool" in this prospectus supplement and
"Federal Income Tax Consequences--REMICs--Characterization of Investments in
REMIC Certificates" in the accompanying prospectus.

      For further information regarding the federal income tax consequences of
investing in the offered certificates, see "Federal Income Tax
Consequences--REMICs" in the accompanying prospectus.

                          CERTAIN ERISA CONSIDERATIONS

      If you are--

      o     a fiduciary of a Plan, or

      o     any other person investing "plan assets" of any Plan,

you should carefully review with your legal advisors whether the purchase or
holding of an offered certificate would be a "prohibited transaction" or would
otherwise be impermissible under ERISA or section 4975 of the Internal Revenue
Code. See "Certain ERISA Considerations" in the accompanying prospectus.

      If a Plan acquires a series 2007-GG9 certificate, the underlying assets of
the trust fund will be deemed for purposes of ERISA to be assets of the
investing Plan, unless certain exceptions apply. See "Certain ERISA
Considerations--Plan Asset Regulations" in the accompanying prospectus. However,
we cannot predict in advance, nor can there be any continuing assurance, whether
those exceptions may be applicable because of the factual nature of the rules
set forth in the Plan Asset Regulations. For example, one of the exceptions in
the Plan Asset Regulations states that the underlying assets of an entity will
not be considered "plan assets" if less than 25% of the value of each class of
equity interests is held by "benefit plan investors," which include Plans, as
well as entities deemed to include plan assets because of investment by one or
more Plans in such entities. This exception will be tested immediately after
each acquisition of a series 2007-GG9 certificate, whether upon initial issuance
or in the secondary market. Because there are no relevant restrictions on the
purchase and transfer of the series 2007-GG9 certificates by Plans, it cannot be
assured that benefit plan investors will own less than 25% of each class of the
series 2007-GG9 certificates.

      If one of the exceptions in the Plan Asset Regulations applies, the
prohibited transaction provisions of ERISA and the Internal Revenue Code will
not apply to transactions involving the trust's underlying assets. However, if
the trust is a Party in Interest with respect to the Plan, the acquisition or
holding of offered certificates by that Plan could result in a prohibited
transaction, unless the Underwriter Exemption, as discussed below, or some other
exemption is available.

      The U.S. Department of Labor issued an individual prohibited transaction
exemption to Greenwich Capital Markets, Inc., which exemption is identified as
Prohibited Transaction Exemption 90-59. Subject to the satisfaction of
conditions set forth in the Underwriter Exemption, it generally exempts from the
application of the prohibited transaction provisions of sections 406(a) and (b)
and 407(a) of ERISA, and the excise taxes imposed on these prohibited
transactions under sections 4975(a) and (b) of the Internal Revenue Code,
specified transactions relating to, among other things--

      o     the servicing and operation of pools of real estate loans, such as
            the Mortgage Pool, and


                                      S-201



      o     the purchase, sale and holding of mortgage pass-through
            certificates, such as the offered certificates, that are
            underwritten by an Exemption-Favored Party.

      The Underwriter Exemption sets forth five general conditions which must be
satisfied for a transaction involving the purchase, sale and holding of an
offered certificate to be eligible for exemptive relief under the exemption. The
conditions are as follows:

      o     first, the acquisition of the certificate by a Plan must be on terms
            that are at least as favorable to the Plan as they would be in an
            arm's-length transaction with an unrelated party;

      o     second, at the time of its acquisition by the Plan, the certificate
            must be rated in one of the four highest generic rating categories
            by S&P, Fitch or Moody's;

      o     third, the trustee cannot be an affiliate of any other member of the
            Restricted Group other than an underwriter;

      o     fourth, the following must be true--

            1.    the sum of all payments made to and retained by
                  Exemption-Favored Parties must represent not more than
                  reasonable compensation for underwriting the relevant class of
                  certificates,

            2.    the sum of all payments made to and retained by us in
                  connection with the assignment of mortgage loans to the trust
                  must represent not more than the fair market value of the
                  obligations, and

            3.    the sum of all payments made to and retained by the master
                  servicer, the special servicer and any sub-servicer must
                  represent not more than reasonable compensation for that
                  person's services under the pooling and servicing agreement
                  and reimbursement of that person's reasonable expenses in
                  connection therewith; and

      o     fifth, the investing Plan must be an accredited investor as defined
            in Rule 501(a)(1) of Regulation D under the Securities Act of 1933,
            as amended.

      It is a condition of their issuance that the each class of offered
certificates receive an investment grade rating from each of S&P, Moody's and
Fitch. In addition, the initial trustee is not an affiliate of any other member
of the Restricted Group. Accordingly, as of the date of initial issuance of the
certificates, the second and third general conditions set forth above will be
satisfied with respect to the offered certificates. A fiduciary of a Plan
contemplating the purchase of an offered certificate in the secondary market
must make its own determination that, at the time of the purchase, the
certificate continues to satisfy the second and third general conditions set
forth above. A fiduciary of a Plan contemplating the purchase of an offered
certificate, whether in the initial issuance of the certificate or in the
secondary market, must make its own determination that the first and fourth
general conditions set forth above will be satisfied with respect to the
certificate as of the date of the purchase. A Plan's authorizing fiduciary will
be deemed to make a representation regarding satisfaction of the fifth general
condition set forth above in connection with the purchase of an offered
certificate.

      The Underwriter Exemption also requires that the trust meet the following
requirements:

      o     the trust assets must consist solely of assets of the type that have
            been included in other investment pools;

      o     certificates evidencing interests in those other investment pools
            must have been rated in one of the four highest generic categories
            of S&P, Fitch or Moody's for at least one year prior to the Plan's
            acquisition of an offered certificate; and

      o     certificates evidencing interests in those other investment pools
            must have been purchased by investors other than Plans for at least
            one year prior to any Plan's acquisition of an offered certificate.

      We believe that these requirements have been satisfied as of the date of
this prospectus supplement.


                                      S-202



      If the general conditions of the Underwriter Exemption are satisfied, it
may provide an exemption from the restrictions imposed by sections 406(a) and
407(a) of ERISA, as well as the excise taxes imposed by sections 4975(a) and (b)
of the Internal Revenue Code by reason of sections 4975(c)(1)(A) through (D) of
the Internal Revenue Code, in connection with--

      o     the direct or indirect sale, exchange or transfer of an offered
            certificate acquired by a Plan upon initial issuance from us or an
            Exemption-Favored Party when we are, or any mortgage loan seller,
            the trustee, the master servicer, the special servicer or any
            sub-servicer, provider of credit support, Exemption-Favored Party or
            mortgagor is, a Party in Interest with respect to the investing
            Plan,

      o     the direct or indirect acquisition or disposition in the secondary
            market of an offered certificate by a Plan, and

      o     the continued holding of an offered certificate by a Plan.

      However, no exemption is provided from the restrictions of sections
406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of an
offered certificate on behalf of a Plan sponsored by any member of the
Restricted Group, if such acquisition or holding is by any person who has
discretionary authority or renders investment advice with respect to the assets
of that Plan.

      Moreover, if the general conditions of the Underwriter Exemption, as well
as other conditions set forth in the Underwriter Exemption, are satisfied, it
may also provide an exemption from the restrictions imposed by sections
406(b)(1) and (b)(2) of ERISA and the taxes imposed by sections 4975(a) and (b)
of the Internal Revenue Code, by reason of section 4975(c)(1)(E) of the Internal
Revenue Code, in connection with:

      o     the direct or indirect sale, exchange or transfer of offered
            certificates in the initial issuance of those certificates between
            us or an Exemption-Favored Party and a Plan when the person who has
            discretionary authority or renders investment advice with respect to
            the investment of the assets of the Plan in those certificates is a
            borrower, or an affiliate of a borrower, with respect to 5.0 or less
            of the fair market value of the underlying mortgage loans;

      o     the direct or indirect acquisition or disposition in the secondary
            market of offered certificates by a Plan; and

      o     the continued holding of offered certificates by a Plan.

      Further, if the general conditions of the Underwriter Exemption, as well
as other conditions set forth in the Underwriter Exemption are satisfied, it may
provide an exemption from the restrictions imposed by sections 406(a), 406(b)
and 407(a) of ERISA, and the taxes imposed by sections 4975(a) and (b) of the
Internal Revenue Code by reason of section 4975(c) of the Internal Revenue Code,
for transactions in connection with the servicing, management and operation of
the trust assets.

      Lastly, if the general conditions of the Underwriter Exemption are
satisfied, it may also provide an exemption from the restrictions imposed by
sections 406(a) and 407(a) of ERISA, and the taxes imposed by sections 4975(a)
and (b) of the Internal Revenue Code, by reason of sections 4975(c)(1)(A)
through (D) of the Internal Revenue Code, if the restrictions are deemed to
otherwise apply merely because a person is deemed to be a Party in Interest with
respect to an investing plan by virtue of--

      o     providing services to the Plan, or

      o     having a specified relationship to this person,

      solely as a result of the Plan's ownership of offered certificates.

      Before purchasing an offered certificate, a fiduciary of a Plan should
itself confirm that:

      o     the offered certificates are "securities" for purposes of the
            Underwriter Exemption, and


                                      S-203



      o     the general and other conditions set forth in the Underwriter
            Exemption, and the other requirements set forth in the Underwriter
            Exemption, would be satisfied at the time of the purchase.

      A governmental plan as defined in section 3(32) of ERISA is not subject to
ERISA or section 4975 of the Internal Revenue Code. However, a governmental plan
may be subject to a federal, state or local law which is, to a material extent,
similar to the foregoing provisions of ERISA or the Internal Revenue Code. A
fiduciary of a governmental plan should make its own determination as to the
need for and the availability of any exemptive relief under any similar law.

      With respect to the mortgage loans identified on Annex A to this
prospectus supplement as 590 Madison Avenue, TIAA RexCorp Long Island Portfolio,
51 JFK Parkway, Omni Marathon Reckson and 1305 Walt Whitman Road, collectively
representing approximately 12.4% of the Initial Mortgage Pool Balance and 13.5%
of the Initial Sub-pool 1 Balance, persons who have an ongoing relationship with
the State Teachers Retirement System of Ohio, which is a governmental plan,
should note that this plan owns an equity interest in the borrower under these
mortgage loans. These persons should consult with counsel regarding whether this
relationship would affect their ability to purchase and hold the certificates.

      Any fiduciary of a Plan considering whether to purchase an offered
certificate on behalf of that Plan should consult with its counsel regarding the
applicability of the fiduciary responsibility and prohibited transaction
provisions of ERISA and the Internal Revenue Code to the investment.

      The sale of offered certificates to a Plan is in no way a representation
or warranty by us or any of the underwriters that--

      o     the investment meets all relevant legal requirements with respect to
            investments by Plans generally or by any particular Plan, or

      o     the investment is appropriate for Plans generally or for any
            particular Plan.

                                LEGAL INVESTMENT

      Upon initial issuance, and for so long as such certificates are rated in
one of the two highest rating categories by at least one nationally recognized
statistical rating organization, the class A-1, class A-2, class A-3, class
A-AB, class A-4, class A-1-A, class A-M, class A-MFL, class A-J, class A-JFL,
class B, class C and class D certificates will be mortgage related securities
for purposes of SMMEA.

      Neither we nor any of the underwriters makes any representation as to the
ability of particular investors to purchase the offered certificates under
applicable legal investment or other restrictions. All institutions whose
investment activities are subject to legal investment laws and regulations,
regulatory capital requirements or review by regulatory authorities should
consult with their own legal advisors in determining whether and to what extent
the offered certificates--

      o     are legal investments for them, or

      o     are subject to investment, capital or other restrictions.

      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 and provisions
which may restrict or prohibit investment in securities which are not interest
bearing or income paying.

      There may be other restrictions on the ability of investors, including
depository institutions, either to purchase offered certificates or to purchase
offered certificates representing more than a specified percentage of the
investor's assets. Investors should consult their own legal advisors in
determining whether and to what extent the offered certificates are legal
investments for them.

      See "Legal Investment" in the accompanying prospectus.


                                      S-204



                                  LEGAL MATTERS

      Particular legal matters relating to the certificates will be passed upon
for us and the underwriters by Cadwalader, Wickersham & Taft LLP, New York, New
York.

                                     RATINGS

      It is a condition to their issuance that the respective classes of offered
certificates be rated as follows:

               CLASS           S&P          MOODY'S         FITCH
            ------------   ------------   ------------   ------------
                A-1            AAA            Aaa            AAA
                A-2            AAA            Aaa            AAA
                A-3            AAA            Aaa            AAA
                A-AB           AAA            Aaa            AAA
                A-4            AAA            Aaa            AAA
               A-1-A           AAA            Aaa            AAA
                A-M            AAA            Aaa            AAA
                A-J            AAA            Aaa            AAA
                 B             AA+            Aa1            AA+
                 C              AA            Aa2             AA
                 D             AA-            Aa3            AA-
                 E              A+             A1             A+
                 F              A              A2             A

      The ratings on the offered certificates address the likelihood of the
timely receipt by the holders of all payments of interest to which they are
entitled on each payment date and the ultimate receipt by the holders of all
payments of principal to which those holders are entitled on or before the
related rated final payment date. The ratings take into consideration the credit
quality of the Mortgage Pool, structural and legal aspects associated with the
offered certificates, and the extent to which the payment stream from the
Mortgage Pool is adequate to make payments of interest and principal required
under the offered certificates.

      The ratings on the respective classes of offered certificates do not
represent any assessment of--

      o     the tax attributes of the offered certificates or of the trust,

      o     whether or to what extent prepayments of principal may be received
            on the underlying mortgage loans,

      o     the likelihood or frequency of prepayments of principal on the
            underlying mortgage loans,

      o     the degree to which the amount or frequency of prepayments of
            principal on the underlying mortgage loans might differ from those
            originally anticipated,

      o     whether or to what extent the interest payable on any class of
            offered certificates may be reduced in connection with Net Aggregate
            Prepayment Interest Shortfalls,

      o     whether and to what extent prepayment premiums, yield maintenance
            charges or Default Interest will be received, and

      o     the yield to maturity that investors may experience.

      There can be no assurance as to whether any rating agency not requested to
rate the offered certificates will nonetheless issue a rating to any class of
offered certificates and, if so, what the rating would be. A rating assigned to
any class of offered certificates by a rating agency that has not been requested
by us to do so may be lower than the rating assigned thereto by S&P, Moody's or
Fitch.

      The ratings on the offered certificates should be evaluated independently
from similar ratings on other types of securities. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time by the assigning rating organization. Each security
rating should be evaluated independently


                                      S-205



of any other security rating. See "Rating" in the accompanying prospectus. Each
of the rating agencies identified above is expected to perform ratings
surveillance with respect to its ratings for so long as the offered certificates
remain outstanding.


                                      S-206



                                    GLOSSARY

      The following capitalized terms will have the respective meanings assigned
to them in this "Glossary" section whenever they are used in this prospectus
supplement, including in Annexes A and B to this prospectus supplement.

      "2006-LDP9 MASTER SERVICER" means Wachovia Bank, National Association as
master servicer under the 2006-LDP9 PSA.

      "2006-LDP9 PSA" means the pooling and servicing agreement dated as of
December 1, 2006, among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as depositor, Midland Loan Services, Inc., as a master servicer, Capmark Finance
Inc., as a master servicer, Wachovia Bank, National Association, as a master
servicer, LNR Partners, Inc., as special servicer, LaSalle Bank National
Association, as trustee, and Wells Fargo Bank, N.A., as paying agent.

      "2006-LDP9 SPECIAL SERVICER" means LNR Partners, Inc. as special servicer
under the 2006-LDP9 PSA.

      "2006-LDP9 TRUST" means the trust created pursuant to the 2006-LDP9 PSA.

      "2006-LDP9 TRUSTEE" means LaSalle Bank National Association as trustee
under the 2006-LDP9 PSA.

      "30/360 BASIS" means the accrual of interest based on a 360-day year
consisting of twelve 30-day months.

      "ACTUAL/360 BASIS" means the accrual of interest based on the actual
number of days elapsed during each one-month accrual period in a year assumed to
consist of 360-days.

      "ADDITIONAL TRUST FUND EXPENSE" means an expense of the trust that--

      o     arises out of a default on a mortgage loan or an otherwise
            unanticipated event,

      o     is not required to be paid by any party to the pooling and servicing
            agreement,

      o     is not included in the calculation of a Realized Loss,

      o     is not covered by a servicing advance or a corresponding collection
            from the related borrower and is not offset by late payment charges
            and/or Default Interest on the Mortgage Pool, and

      o     causes a shortfall in the payments of interest or principal on any
            class of series 2007-GG9 certificates.

      We provide some examples of Additional Trust Fund Expenses under
"Description of the Offered Certificates--Reductions of Certificate Principal
Balances in Connection With Realized Losses and Additional Trust Fund Expenses"
in this prospectus supplement.

      "ADMINISTRATIVE FEE RATE" means the sum of the master servicing fee rate,
the primary servicing fee rate and the per annum rate at which the monthly fee
of the trustee is calculated.

      "APPRAISAL REDUCTION AMOUNT" means, for any mortgage loan in the trust
(other than the Non-Serviced Loan Group) as to which an Appraisal Trigger Event
has occurred, an amount that will equal the excess, if any, of "x" over "y"
where--

      o     "x" is equal to the sum of:

            1. the Stated Principal Balance of the mortgage loan;

            2. to the extent not previously advanced by or on behalf of the
            master servicer or the trustee, all unpaid interest, other than any
            Default Interest, accrued on the mortgage loan through the most
            recent due date prior to the date of determination;


                                      S-207



            3. all accrued but unpaid special servicing fees, liquidation fees
            and workout fees with respect to the mortgage loan;

            4. all related unreimbursed advances made by or on behalf of the
            master servicer, the special servicer, the trustee or the fiscal
            agent with respect to the mortgage loan, together with interest on
            those advances as permitted under the pooling and servicing
            agreement;

            5. any other unpaid Additional Trust Fund Expenses in respect of the
            mortgage loan; and

            6. all currently due and unpaid real estate taxes and assessments,
            insurance premiums and, if applicable, ground rents and any unfunded
            improvement and other applicable reserves, with respect to the
            related mortgaged property, net of any escrow reserves held by the
            master servicer or the special servicer which covers any such item;
            and

      o     "y" is equal to the sum of:

            1.    the excess, if any, of--

            (a)   90 of the resulting appraised or estimated value (as it may be
                  adjusted downward by the special servicer in accordance with
                  the Servicing Standard (without implying any duty to do so)
                  based upon its review of the appraisal or estimate and such
                  other information as it may deem appropriate) of the related
                  mortgaged property or REO Property, over

            (b)   the amount of any obligations secured by liens on the property
                  that are prior to the lien of the mortgage loan;

            2.    the amount of escrow payments and reserve funds held by the
                  master servicer with respect to the mortgage loan that--

            (a)   are not required to be applied to pay real estate taxes and
                  assessments, insurance premiums or ground rents,

            (b)   are not otherwise scheduled to be applied (except to pay debt
                  service on the mortgage loan) within the next 12 months, and

            (c)   may be used to reduce the principal balance of the mortgage
                  loan; and

            3.    the amount of any letter of credit that constitutes additional
                  security for the mortgage loan that may be used to reduce the
                  principal balance of the mortgage loan.

      If, however--

      o     an Appraisal Trigger Event occurs with respect to any mortgage loan
            in the trust,

      o     no appraisal or other valuation estimate, as described under
            "Servicing Under the Pooling and Servicing Agreement--Required
            Appraisals," is obtained or performed within 60 days after the
            occurrence of that Appraisal Trigger Event, and

      o     either--

            (i)   no comparable appraisal or other valuation, or update of a
                  comparable appraisal or other valuation, had been obtained or
                  performed during the 12-month period prior to that Appraisal
                  Trigger Event, or

            (ii)  there has been a material change in the circumstances
                  surrounding the related mortgaged property subsequent to any
                  earlier appraisal or other valuation, or any earlier update of
                  an appraisal or other valuation, that, in the special
                  servicer's judgment, materially affects the value of the
                  property,


                                      S-208



then until the required appraisal or other valuation is obtained or performed,
the Appraisal Reduction Amount for the subject mortgage loan will equal 25% of
the Stated Principal Balance of that mortgage loan. After receipt of the
required appraisal or other valuation, the special servicer will determine the
Appraisal Reduction Amount, if any, for the subject mortgage loan as described
in the first sentence of this definition. For purposes of this definition, each
mortgage loan that is part of a group of cross-collateralized mortgage loans
will be treated separately for purposes of calculating any Appraisal Reduction
Amount.

      Each Loan Group will be treated as a single mortgage loan for purposes of
calculating an Appraisal Reduction Amount with respect to those loans.

      For the Non-Serviced Trust Loan, appraisal reductions will be calculated
in a similar, although not identical, manner under the 2006-LDP9 PSA.

      "APPRAISAL TRIGGER EVENT" means, with respect to any mortgage loan in the
trust (other than the Non-Serviced Loan Group), any of the following events:

      o     the mortgage loan has been modified by the special servicer in a
            manner that--

            1. affects that amount or timing of any payment of principal or
            interest due on it, other than, or in addition to, bringing monthly
            debt service payments current with respect to the mortgage loan,

            2. except as expressly contemplated by the related loan documents,
            results in a release of the lien of the related mortgage instrument
            on any material portion of the related mortgaged property without a
            corresponding principal prepayment in an amount, or the delivery by
            the related borrower of substitute real property collateral with a
            fair market value, that is not less than the fair market value of
            the property to be released, or

            3. in the judgment of the special servicer, otherwise materially
            impairs the security for the mortgage loan or reduces the likelihood
            of timely payment of amounts due on the mortgage loan;

      o     the mortgage loan is 60 days or more delinquent in respect of any
            monthly debt service payment (other than a balloon payment);

      o     the mortgage loan is delinquent in respect of its balloon payment,
            if any, for (A) 20 days, or (B) if the related borrower has
            delivered a refinancing commitment acceptable to the special
            servicer prior to the date the subject balloon payment was due, 30
            days;

      o     the related borrower becomes the subject of (1) voluntary
            bankruptcy, insolvency or similar proceedings or (2) involuntary
            bankruptcy, insolvency or similar proceedings that remain
            undismissed for 60 days;

      o     the mortgaged property securing the mortgage loan becomes an REO
            Property; or

      o     the mortgage loan remains outstanding five years after any extension
            of its maturity.

      For the Non-Serviced Trust Loan, appraisals will be required under similar
but not identical circumstances under the 2006-LDP9 PSA.

      "AVAILABLE P&I FUNDS" means the total amount available to make payments of
interest and principal on the series 2007-GG9 certificates on each payment date.

      "BALLOON LOAN" means any mortgage loan in the trust fund that by its
original terms or by virtue of any modification entered into as of the issue
date for the series 2007-GG9 certificates provides for an amortization schedule
extending beyond its stated maturity date and as to which, in accordance with
such terms, the scheduled payment due on its stated maturity date is
significantly larger than the scheduled payment due on the due date next
preceding its stated maturity date.

      "BANKRUPTCY CODE" means the United States Bankruptcy Code, 11 USC Section
101 et seq., as amended from time to time.


                                      S-209



      "CERCLA" means the Federal Comprehensive Environmental, Response,
Compensation and Liability Act of 1980, as amended.

      "CLEARSTREAM" means Clearstream Banking, societe anonyme.

      "COMPANION LOAN" means a mortgage loan that is part of a Loan Group but is
not included in the trust. A subordinate Companion Loan is a Companion Loan as
to which subsequent to either (i) a monetary event of default with respect to
the Loan Group or (ii) a material non-monetary event of default with respect to
the Loan Group, the mortgage loan in the trust is senior in right of payment to
the Companion Loan. A pari passu Companion Loan is a Companion Loan that is pari
passu in right of payment to a mortgage loan in the Trust.

      "COMPANION LOAN HOLDER(S)" means the holder of a note evidencing a
Companion Loan.

      "COMPANION LOAN SECURITIES" means any securities issued in connection with
a securitization of any Companion Loan.

      "CONDEMNATION PROCEEDS" means all proceeds and other amounts received in
connection with the condemnation or the taking by right of eminent domain of a
mortgaged property or an REO Property, other than any such proceeds applied to
the restoration of the property or otherwise released to the related borrower or
another appropriate person.

      "CONTRACT RENT" means the total rent that is, or is anticipated to be,
specified in the lease or other rental contract as payable by the tenant to the
property owner for the rental of a dwelling unit, including fees or charges for
management and maintenance services. In determining Contract Rent for reach
unit, the following rules have been applied:

            (a)   The average Contract Rent for each unit type was based upon a
                  rent roll certified by the owner of the property or as
                  computed by the appraiser based upon information provided by
                  the borrower.

            (b)   Rent concessions were not considered (i.e., Contract Rent was
                  not reduced by any rent concessions). Contract rent also has
                  not been reduced by any policeman's discount.

            (c)   Where the tenant pays a portion of the rent and the remainder
                  is paid by a federal, state, or local rental assistance
                  program, the Contract Rent is the amount of the rent payment
                  by the tenant, and the payment from the assistance program has
                  been disregarded.

            (d)   In computing average Contract Rent for units of each bedroom
                  type, the units described in the following table have been
                  treated as indicated in the table:



                                                           INCLUDED IN
                     UNIT TYPE                            COMPUTATION?           CONTRACT RENT USED IN COMPUTATION
- ---------------------------------------------------   ---------------------   ---------------------------------------

Vacant unit being offered for rent                             Yes            Contract Rent being asked for that unit
Unit that is vacant because undergoing renovation              No             Not applicable
Unit being used as a rental office or model unit               Yes            Not applicable
Unit occupied by an employee at a discounted rent              Yes            Contract Rent being asked for
                                                                              comparable units
Unit shared by multiple tenants under their own       Yes, as a single unit   The aggregate Contract Rent being paid
  leases (e.g., student housing or seniors housing)                           by the tenants sharing the unit.


      "CPR" means an assumed constant rate of prepayment each month, which is
expressed on a per annum basis, relative to the then outstanding principal
balance of a pool of mortgage loans for the life of those loans. The CPR model
is the prepayment model that we use in this prospectus supplement.

      "CROSS-OVER DATE" means the payment date on which--

      o     the class A-1, class A-2, class A-3, class A-AB, class A-4 and class
            A-1-A certificates, or any two or more of those classes, remain
            outstanding, and


                                      S-210



      o     the total principal balance of the class A-M, class A-MFL, class
            A-J, class A-JFL, class B, class C, class D, class E, class F, class
            G, class H, class J, class K, class L, class M, class N, class O,
            class P, class Q and class S certificates are reduced to zero as
            described under "Description of the Offered Certificates--Reductions
            of Certificate Principal Balances in Connection With Realized Losses
            and Additional Trust Fund Expenses" in this prospectus supplement.

      "CUT-OFF DATE LOAN-TO-VALUE RATIO," "CUT-OFF DATE LOAN-TO-APPRAISED VALUE
RATIO" or "CUT-OFF DATE LTV" means:

      o     with respect to any mortgage loan in the trust, the ratio, expressed
            as a percentage, of--

            1.    the cut-off date principal balance of that mortgage loan, as
                  shown on Annex A to this prospectus supplement (plus, if
                  applicable, or funded, each related non-trust pari passu
                  Companion Loan), except that in the case of the Earnout Loans
                  and certain other mortgage loans with reserves or a
                  performance guarantee, that are secured by the mortgaged
                  properties identified on Annex A to this prospectus supplement
                  as Apollo Portfolio 1, The District II and Tuileries Plaza
                  Phase I where the cut-off date principal balance is calculated
                  net of the earnout, reserve or performance guarantee, as
                  applicable, to

            2.    the appraised value of the related mortgaged property, as
                  shown on Annex A to this prospectus supplement, except that in
                  the case of the mortgage loan secured by the mortgaged
                  properties identified on Annex A to this prospectus supplement
                  as Peachtree Center, the reserves in the amount of
                  approximately $44.48 million were added to the appraised value
                  of the related mortgaged properties.

      o     with respect to any subordinate Companion Loan, the calculation of
            Cut-off Date LTV Ratio does not include the principal balance of the
            subordinate Companion Loan;

      o     with respect to any cross-collateralized and cross-defaulted
            mortgage loans in the trust, the ratio, expressed as a percentage,
            of the combined cut-off date principal balances of the subject
            mortgage loans, as shown on Annex A to this prospectus supplement;
            and

      o     With respect to the mortgage loans secured by the mortgaged
            properties identified on Annex A to this prospectus supplement as
            Apollo Portfolio 1, The District II and Tuileries Plaza Phase I, the
            Cut-off Date Loan-to-Value Ratios presented in this prospectus
            supplement were calculated based on the financing reduced by
            earnouts or other reserves in the amounts of $11,600,000,
            $16,750,000 and $1,050,000, respectively. Not reducing the financing
            by the related earnout amounts, the Cut-off Date Loan-to-Value
            Ratios for the Apollo Portfolio 1 mortgage loan, the District II
            mortgage loan and the Tuileries Plaza Phase I mortgage loan would be
            103.8%, 86.4% and 80.5%, respectively.

      "DEFAULT INTEREST" means any interest that--

      o     accrues on a defaulted mortgage loan solely by reason of the subject
            default, and

      o     is in excess of all interest at the related mortgage interest rate
            accrued on the mortgage loan.

      "EARNOUT LOAN" means any of the mortgage loans listed below, each of which
(i) require the related borrower to deposit a portion of the original loan
amount in a reserve pending satisfaction of certain conditions, including,
without limitation, achievement of certain DSCRs, LTV ratios or satisfaction of
certain occupancy or other tests and (ii) permit, in the event the condition is
not satisfied by a specified date, the Master Servicer to apply amounts held in
reserve to prepay the related mortgage loan. For all of the Earnout Loans, the
Cut-off Date LTV and the U/W NCF DSCR is shown in this prospectus supplement and
on the Annexes thereto net of the related earnout amount. Below, under the
headings "Full Loan Amount LTV" and "Full Loan Amount NCR DSCR," the Cut-off
Date LTV and U/W NCF DSCR is shown based on the principal balance of the Earnout
Loans, including the related earnout amount.


                                      S-211





                                                                  % OF
                                                        % OF     INITIAL    FULL
                                                      INITIAL     SUB-      LOAN    NET OF
                            EARNOUT       EARNOUT     MORTGAGE   POOL 1    AMOUNT   EARNOUT
     MORTGAGE LOAN          AMOUNT        RESERVE       POOL     BALANCE    LTV       LTV
- -----------------------   -----------   -----------   --------   -------   ------   -------

The District II           $16,750,000   $17,973,000     0.7%      0.7%     86.4%     54.4%
Tuileries Plaza Phase I   $ 1,050,000   $ 1,155,000     0.2%      0.2%     80.5%     74.6%


                                              EARLIEST
                           FULL    NET OF    DEFEASANCE              IF PREPAY,
                           LOAN    EARNOUT       OR                    YIELD
                          AMOUNT     NCF       PREPAY     DEFEASE/     MAINT.
     MORTGAGE LOAN         DSCR     DSCR      DATE(1)      PREPAY    APPLICABLE
- -----------------------   ------   -------   ----------   --------   ----------

The District II           0.76x     1.20x    11/6/2008     Prepay       Yes
Tuileries Plaza Phase I   1.14x     1.24x     7/1/2008     Prepay       Yes

__________________

(1)   The earliest date on which the reserve amounts may be used to prepay.

(2)   All of the mortgaged properties in this table secure mortgage loans that
      are part of sub-pool 1.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

      "ERISA PLAN" means any employee benefit plan that is subject to the
fiduciary responsibility provisions of ERISA.

      "EUROCLEAR" means Euroclear Bank, as operator of the Euroclear System.

      "EXEMPTION-FAVORED PARTY" means any of--

      o     Greenwich Capital Markets, Inc.;

      o     any person directly or indirectly, through one or more
            intermediaries, controlling, controlled by or under common control
            with Greenwich Capital Markets, Inc.; and

      o     any member of the underwriting syndicate or selling group of which a
            person described in the prior two bullets is a manager or co-manager
            with respect to the offered certificates.

      "FITCH" means Fitch, Inc.

      "GCFP" means Greenwich Capital Financial Products, Inc.

      "GOVERNMENT SECURITIES" means non-callable United States Treasury
obligations, and other non-callable government securities within the meaning of
section 2(a)(16) of the Investment Company Act of 1940, as amended.

      "GSCMC" means Goldman Sachs Commercial Mortgage Capital, L.P.

      "GSCMC LOANS" means the mortgage loans originated by GSCMC.

      "GSMC" means Goldman Sachs Mortgage Company.

      "HIDDEN RIDGE LOAN GROUP" means, collectively, the two mortgage loans
secured by the mortgaged property identified on Annex A as Hidden Ridge. The
Loan Group consists of a subordinate non-trust Companion Loan and a senior trust
mortgage loan.

      "INITIAL MORTGAGE POOL BALANCE" means the aggregate principal balance of
the mortgage loans included in the trust as of the cut-off date.

      "INITIAL SUB-POOL 1 BALANCE" means the aggregate principal balance of the
mortgage loans included in the trust in sub-pool 1 as of the cut-off date.

      "INITIAL SUB-POOL 2 BALANCE" means the aggregate principal balance of the
mortgage loans included in the trust in sub-pool 2 as of the cut-off date.

      "INSURANCE PROCEEDS" means all proceeds and other amounts received under
any hazard, flood, title or other insurance policy that provides coverage with
respect to a mortgaged property or the related mortgage loan included in the
trust, together with any comparable amounts received with respect to an REO
Property, other than any such proceeds applied to the restoration of the
property or otherwise released to the related borrower or another appropriate
person.


                                      S-212



      "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended, and applicable temporary or final regulations of the U.S. Department of
the Treasury promulgated pursuant thereto.

      "IRS" means the Internal Revenue Service.

      "ISSUE DATE" means the date of initial issuance for the Series 2007-GG9
certificates, which is expected to be on or about March 8, 2007.

      "LEHMAN" means Lehman Brothers Bank, FSB.

      "LIBOR" means, with respect to the class A-MFL and class A-JFL
certificates and each interest accrual period for those certificates, the rate
for deposits in U.S. Dollars, for a period equal to one month, which appears on
the Dow Jones Market Service (formerly Telerate) Page 3750 as of 11:00 a.m.,
London time, on the related LIBOR Determination Date. If that rate does not
appear on Dow Jones Market Service Page 3750, LIBOR for that interest accrual
period will be determined on the basis of the rates at which deposits in U.S.
Dollars are offered by any five major reference banks in the London interbank
market selected by the calculation agent under each swap agreement to provide
that bank's offered quotation of such rates at approximately 11:00 a.m., London
time, on the related LIBOR Determination Date to prime banks in the London
interbank market for a period of one month, commencing on the first day of the
subject interest accrual period and in an amount that is representative for a
single such transaction in the relevant market at the relevant time. The
calculation agent under each swap agreement will request the principal London
office of any five major reference banks in the London interbank market selected
by the calculation agent to provide a quotation of those rates, as offered by
each such bank. If at least two such quotations are provided, LIBOR for that
interest accrual period will be the arithmetic mean of the quotations. If fewer
than two quotations are provided as requested, LIBOR for that interest accrual
period will be the arithmetic mean of the rates quoted by major banks in New
York City selected by the calculation agent under each swap agreement, at
approximately 11:00 a.m., New York City time, on the related LIBOR Determination
Date with respect to the subject interest accrual period for loans in U.S.
Dollars to leading European banks for a period equal to one month, commencing on
the LIBOR Determination Date with respect to such interest accrual period and in
an amount that is representative for a single such transaction in the relevant
market at the relevant time. The calculation agent under each swap agreement
will determine LIBOR for each interest accrual period and the determination of
LIBOR by the calculation agent will be binding absent manifest error.

      "LIBOR BUSINESS DAY" is any day on which commercial banks are open for
general business (including dealings in foreign exchange and foreign currency
deposits) in London, England and/or New York, New York.

      "LIBOR DETERMINATION DATE" for the class A-MFL and class A-JFL
certificates means (i) with respect to the initial interest accrual period, the
date that is two LIBOR business days prior to the date of initial issuance of
the certificates, and (ii) with respect to each applicable interest accrual
period thereafter, the date that is two LIBOR Business Days prior to the
commencement of the subject interest accrual period.

      "LINDEN PARK LOAN GROUP" means, collectively, the two mortgage loans
secured by the mortgaged property identified on Annex A as Linden Park. The Loan
Group consists of a subordinate non-trust Companion Loan and a senior trust
mortgage loan.

      "LIQUIDATION PROCEEDS" means all cash proceeds received and retained by
the trust in connection with--

      o     the full or partial liquidation of defaulted mortgage loans by
            foreclosure or otherwise;

      o     the repurchase of any mortgage loan by the applicable Mortgage Loan
            Seller, as described under "Description of the Mortgage Pool--Cures
            and Repurchases" in this prospectus supplement;

      o     the purchase of any specially serviced mortgage loan by any holder
            of a purchase option as described under "Servicing Under the Pooling
            and Servicing Agreement--Fair Value Option" in this prospectus
            supplement;


                                      S-213



      o     the purchase of all remaining mortgage loans and REO Properties in
            the trust by us, the applicable Mortgage Loan Seller, the special
            servicer, any certificateholder of the series 2007-GG9 controlling
            class or the master servicer, as described under "Description of the
            Offered Certificates--Termination" in this prospectus supplement;

      o     the purchase of a mortgage loan in the trust by the related
            Companion Loan Holder as described under "Description of the
            Mortgage Pool--Split Loan Structure" in this prospectus supplement;

      o     the purchase of any defaulted mortgage loan in the trust by a
            mezzanine lender pursuant to a purchase right as set forth in the
            related intercreditor agreement; and

      o     the sale of an REO Property.

      "LOAN GROUP" means, a group of two or more mortgage loans secured by a
single mortgage instrument on the same mortgaged property or properties. Each of
the Loan Groups is more particularly identified on the table entitled "Loan
Groups" under "Description of the Mortgage Pool--Split Loan Structure."

      "MOODY'S" means Moody's Investors Service, Inc.

      "MODELING ASSUMPTIONS" means, collectively, the following assumptions
regarding the series 2007-GG9 certificates and the mortgage loans in the trust:

      o     the mortgage loans have the characteristics set forth on Annex A to
            this prospectus supplement and the Initial Mortgage Pool Balance is
            approximately $6,575,923,864;

      o     the initial total principal balance or notional amount, as the case
            may be, of each class of series 2007-GG9 certificates is as
            described in this prospectus supplement;

      o     the pass-through rate for each class of series 2007-GG9 certificates
            is as described in this prospectus supplement;

      o     there are no delinquencies or losses with respect to the mortgage
            loans;

      o     there are no modifications, extensions, waivers or amendments
            affecting the monthly payments by borrowers on the mortgage loans;

      o     there are no Appraisal Reduction Amounts with respect to the
            mortgage loans;

      o     there are no casualties or condemnations affecting the corresponding
            mortgaged properties;

      o     each of the mortgage loans provides for monthly payments to be due
            on the first or sixth day of each month, which monthly payments are
            timely received;

      o     all prepayments on the mortgage loans are assumed to be accompanied
            by a full month's interest;

      o     there are no breaches of our representations and warranties or those
            of any Mortgage Loan Seller regarding the mortgage loans;

      o     no voluntary or involuntary prepayments are received as to any
            mortgage loan during that mortgage loan's prepayment lock-out
            period, defeasance period or yield maintenance period in each case
            if any;

      o     except as otherwise assumed in the immediately preceding bullet,
            prepayments are made on each of the mortgage loans at the indicated
            CPRs set forth in the subject tables or other relevant part of this
            prospectus supplement, without regard to any limitations in those
            mortgage loans on partial voluntary principal prepayments;


                                      S-214



      o     no Prepayment Interest Shortfalls are incurred and no prepayment
            premiums or yield maintenance charges are collected;

      o     no person or entity entitled thereto exercises its right of optional
            termination described in this prospectus supplement under
            "Description of the Offered Certificates--Termination";

      o     no mortgage loan is required to be repurchased by us or any Mortgage
            Loan Seller;

      o     there are no Additional Trust Fund Expenses;

      o     payments on the offered certificates are made on the 10th day of
            each month, commencing in April 2007;

      o     the offered certificates are settled on March 8, 2007; and

      o     no optional termination will occur.

      For purposes of the Modeling Assumptions, a "yield maintenance period" is
any period during which a mortgage loan provides that voluntary prepayments be
accompanied by a yield maintenance charge.

      "MORTGAGE LOAN SELLER" means any of Greenwich Capital Financial Products,
Inc., Lehman Brothers Bank, FSB and Goldman Sachs Mortgage Company that have
each transferred mortgage loans to us for inclusion in the trust.

      "MORTGAGE POOL" means the pool of mortgage loans comprised of the mortgage
loans included in the trust.

      "NAP" means that, with respect to a particular category of data, the data
is not applicable.

      "NET AGGREGATE PREPAYMENT INTEREST SHORTFALL" means, with respect to any
payment date, the excess, if any, of--

      o     the Prepayment Interest Shortfalls incurred with respect to the
            entire Mortgage Pool during the related collection period, over

      o     the total payments made by the master servicer to cover those
            Prepayment Interest Shortfalls.

      "NET CASH FLOW" or "U/W NET CASH FLOW" means for any mortgaged property
securing a mortgage loan in the trust:

      o     the revenue derived from the use and operation of that property;
            less

      o     the total of the following items--

            (a)   allowances for vacancies and credit losses,

            (b)   operating expenses, such as utilities, administrative
      expenses, repairs and maintenance, management fees and advertising,

            (c)   fixed expenses, such as insurance, real estate taxes and
      ground lease payments, if applicable, and

            (d)   replacement reserves, and reserves for tenant improvement
      costs and leasing commissions, based either on actual reserves or on
      underwritten annualized amounts.

      Net Cash Flow does not reflect interest expenses and non-cash items, such
as depreciation and amortization, and generally does not reflect capital
expenditures.


                                      S-215



      In determining the Net Cash Flow for any mortgaged property securing a
mortgage loan in the trust, the related originator relied on one or more of the
following items supplied by the related borrower:

      o     rolling 12-month operating statements;

      o     anticipated percentage rents to be collected, as deemed reasonable
            by the applicable mortgage loan seller;

      o     applicable year-to-date financial statements, if available;

      o     full year budgeted financial statements, if available; and

      o     rent rolls were generally current as of the date not earlier than 6
            months prior to the cut-off date.

      In general, these items were not audited or otherwise confirmed by an
independent party.

      In determining the "revenue" component of Net Cash Flow for each mortgaged
property (other than a hospitality property), the related originator(s)
generally relied on the most recent rent roll supplied by the related borrower.
Where the actual vacancy shown on that rent roll and the market vacancy was less
than 5.0%, the originator(s) generally assumed a minimum of 5.0% vacancy, for
most property types, and 7.5% vacancy, for office types, in determining revenue
from rents, except that, in the case of certain anchored shopping centers,
certain office properties and certain single tenant properties, space occupied
by those anchor tenants, significant office tenants or single tenants may have
been disregarded in performing the vacancy adjustment due to the length of the
related leases or the creditworthiness of those tenants, in accordance with the
applicable originator's underwriting standards.

      In determining rental revenue for multifamily rental, mobile home park and
self-storage properties, the related originator either reviewed rental revenue
shown on the certified rolling 12-month operating statements or annualized the
rental revenue and reimbursement of expenses shown on rent rolls or recent
partial year operating statements with respect to the prior one- to 12-month
periods. In determining the average rent for units in a multifamily property
having a given number of bedrooms (referred to as "bedroom type"), as set forth
in Annex A to this prospectus supplement, the rent used is the Contract Rent.

      For the other mortgaged properties other than hospitality properties, the
related originator(s) generally annualized rental revenue shown on the most
recent certified rent roll, after applying the vacancy factor, without further
regard to the terms, including expiration dates, of the leases shown on that
rent roll.

      In the case of hospitality properties, gross receipts were determined on
the basis of historical operating levels shown on the borrower-supplied 12-month
trailing operating statements. Downward adjustments were made to assure that, in
the judgment of the applicable mortgage loan seller, occupancy levels and
average daily rates were limited to sustainable levels.

      In general, any non-recurring revenue items and non-property related
revenue were eliminated from the calculation.

      In determining the "expense" component of Net Cash Flow for each mortgaged
property, the related originator(s) generally relied on full-year or
year-to-date financial statements, rolling 12-month operating statements and/or
year-to-date financial statements supplied by the related borrower, except that:

      o     if tax or insurance expense information more current than that
            reflected in the financial statements was available, the newer
            information was used;

      o     property management fees were generally assumed to be 2% to 5% of
            effective gross revenue;

      o     in general, assumptions were made with respect to the average amount
            of reserves for leasing commissions, tenant improvement expenses and
            capital expenditures; and


                                      S-216



      o     expenses were generally assumed to include annual replacement
            reserves equal to--

            (a)   in the case of retail, office, self-storage and
      industrial/warehouse properties, generally not less than $0.10 per square
      foot and not more than $0.25 per square foot of net rentable commercial
      area;

            (b)   in the case of multifamily rental apartments, generally not
      less than $250 or more than $400 per residential unit per year, depending
      on the condition of the property; and

            (c)   in the case of hospitality properties, 5% of the gross
      revenues received by the property owner on an ongoing basis.

      In some instances, the related originator(s) recharacterized as capital
expenditures those items reported by borrowers as operating expenses, thereby
increasing "Net Cash Flow," where the originator(s) determined appropriate.

      Notwithstanding the foregoing, certain additional or different assumptions
and adjustments were made with respect to the mortgage loan secured by the
mortgaged properties identified on Annex A to this prospectus supplement as
Apollo Portfolio 1, the debt service coverage ratio was calculated assuming (1)
(a) the in-place base rents as per the rent rolls, dated October 2006 - December
2006, increase annually by 3% over the current contract rent, (b) 4% vacancy,
(c) 4% management fee, (d) $250 in capital reserves per unit, (e) 10% of the
units are renovated and re-let annually at market rates and (2) in each case
discounted to present value based on a discount rate of 8% over the life of the
mortgage loan. The portfolio weighted average market rate assumed per unit was
$882 with 0% growth projected. The debt-service coverage as of the cut-off date
based on in-place base rents as per the rent rolls dated October 2006 - December
2006 is 0.81x.

      "NON-SERVICED COMPANION LOAN" means the mortgage loan that is part of a
split loan structure secured by the Merchandise Mart property and that is pari
passu with the Non-Serviced Trust Loan but is not an asset of the trust.

      "NON-SERVICED LOAN GROUP" means, collectively, the two mortgage loans
secured by the mortgaged properties identified on Annex A as Merchandise Mart.
These loans are pari passu with each other (the Non-Serviced Trust Loan and the
Non-Serviced Companion Loan).

      "NON-SERVICED TRUST LOAN" means the one mortgage loan that is included in
the trust and is secured by the mortgaged property identified as the Merchandise
Mart on Annex A to this prospectus supplement. The Non-Serviced Trust Loan is
pari passu with the Non-Serviced Companion Loan.

      "ORIGINAL AMORTIZATION TERM" means, with respect to each mortgage loan in
the trust, the number of months from origination (or, with respect to partial
interest-only mortgage loans, the number of payments from the first principal
and interest payment date) to the month in which that mortgage loan would fully
amortize in accordance with its amortization schedule, without regard to any
balloon payment that may be due, and assuming no prepayments of principal and no
defaults.

      "ORIGINAL TERM TO MATURITY" means, with respect to each mortgage loan in
the trust, the number of months from origination to maturity.

      "P&I" means principal and/or interest.

      "PARTY IN INTEREST" means any person that is a "party in interest" within
the meaning of ERISA or a "disqualified person" within the meaning of the
Internal Revenue Code.

      "PERMITTED ENCUMBRANCES" means, with respect to any mortgaged property
securing a mortgage loan in the trust, any and all of the following:

      o     liens for real estate taxes, water charges and sewer rents and
            special assessments not yet due and payable,

      o     covenants, conditions and restrictions, rights of way, easements and
            other matters that are of public record,


                                      S-217



      o     exceptions and exclusion specifically referred to in the related
            lender's title insurance policy (or, if not yet issued, referred to
            in a pro forma title policy on title policy commitment),

      o     other matters to which like properties are commonly subject, the
            rights of tenants (as tenants only) under leases (including
            subleases) pertaining to the related mortgaged property, and
            condominium declarations, and

      o     if the subject loan is a cross-collateralized mortgage loan, the
            lien of any other mortgage loan in the trust with which the subject
            mortgage loan is cross-collateralized or any related Companion Loan.

      "PERMITTED INVESTMENTS" means U.S. government securities and other
investment grade obligations specified in the pooling and servicing agreement.

      "PLAN" means any ERISA Plan or any other employee benefit or retirement
plan, arrangement or account, including any individual retirement account or
Keogh plan, that is subject to section 4975 of the Internal Revenue Code.

      "PLAN ASSET REGULATIONS" means the regulations of the U.S. Department of
Labor promulgated under ERISA describing what constitutes the assets of a Plan.

      "POIPU SHOPPING VILLAGE LOAN GROUP" means, collectively, the two mortgage
loans secured by the mortgaged property identified on Annex A as Poipu Shopping
Village. The Loan Group consists of a subordinate non-trust Companion Loan and a
senior trust mortgage loan.

      "PREPAYMENT INTEREST EXCESS" means, with respect to any full or partial
prepayment of a mortgage loan included in the trust made by the related borrower
or otherwise in connection with a casualty or condemnation, during any
collection period after the due date for that loan and prior to the
determination date following such due date, the amount of any interest collected
on that prepayment for the period from and after that due date to the date of
prepayment, less the amount of related master servicing fees payable from that
interest collection, and exclusive of any Default Interest included in that
interest collection.

      "PREPAYMENT INTEREST SHORTFALL" means, with respect to any full or partial
prepayment of a mortgage loan included in the trust made by the related borrower
or otherwise in connection with a casualty or condemnation, during any
collection period prior to the due date for that loan, the amount of any
uncollected interest that would have accrued on that prepayment prior to that
due date, less the amount of related master servicing fees that would have been
payable from that uncollected interest, and exclusive of any portion of that
uncollected interest that would have represented Default Interest.

      "RATING AGENCY" means each of S&P, Moody's and Fitch.

      "REALIZED LOSSES" mean losses on or with respect of the mortgage loans in
the trust arising from the inability to collect all amounts due and owing under
the mortgage loans, including by reason of the fraud or bankruptcy of a borrower
or, to the extent not covered by insurance, a casualty of any nature at a
mortgaged property. We discuss the calculation of Realized Losses under
"Description of the Offered Certificates--Reductions of Certificate Principal
Balances in Connection With Realized Losses and Additional Trust Fund Expenses"
in this prospectus supplement.

      "RECOVERED AMOUNT" has the meaning assigned to that term in the fourth
paragraph of the definition of "Total Principal Payment Amount" below in this
glossary.

      "RELEVANT PERSONS" has the meaning assigned to that term under "Notice to
Residents of the United Kingdom" in this prospectus supplement.

      "REMAINING AMORTIZATION TERM" means, with respect to each mortgage loan in
the trust, the number of months remaining from the cut-off date (or, with
respect to partial interest-only mortgage loans, the number of payments from the
first principal and interest payment date) to the month in which that mortgage
loan would fully


                                      S-218



amortize in accordance with its amortization schedule, without regard to any
balloon payment that may be due and assuming no prepayments of principal and no
defaults.

      "REMAINING TERM TO MATURITY" means, with respect to each mortgage loan in
the trust, the number of months remaining to maturity.

      "REMIC" means a real estate mortgage investment conduit as defined in
section 860D of the Internal Revenue Code.

      "REO PROPERTY" means any mortgaged property that is acquired by the trust
through foreclosure, deed-in-lieu of foreclosure or otherwise following a
default on the corresponding mortgage loan included in the trust.

      "REPLACEMENT RESERVE" means, with respect to any mortgage loan in the
trust, funded reserves escrowed for ongoing items such as repairs and
replacements, including, in the case of hospitality properties, reserves for
furniture, fixtures and equipment. In some cases, however, the reserve will be
subject to a maximum amount, and once that maximum amount is reached, the
reserve will not thereafter be funded, except to the extent it is drawn upon.

      "RESTRICTED GROUP" means, collectively--

      1.    the trustee,

      2.    the Exemption-Favored Parties,

      3.    us,

      4.    the master servicer,

      5.    the special servicer,

      6.    any sub-servicers,

      7.    the mortgage loan sellers,

      8.    any swap counterparty,

      9.    each borrower, if any, with respect to mortgage loans constituting
            more than 5.0 of the total unamortized principal balance of the
            Mortgage Pool as of the date of initial issuance of the offered
            certificates, and

      10.   any and all affiliates of any of the aforementioned persons.

      "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

      "SEC" means the Securities and Exchange Commission.

      "SERVICING STANDARD" means, with respect to either the master servicer or
special servicer, to service and administer those mortgage loans and any REO
Properties subject to the pooling and servicing agreement:

      o     in accordance with the higher of the following standards of care--

            1. the same manner in which, and with the same care, skill, prudence
            and diligence with which, the master servicer or the special
            servicer, as the case may be, services and administers comparable
            mortgage loans with similar borrowers and comparable REO properties
            for other third-party portfolios, giving due consideration to the
            customary and usual standards of practice of prudent institutional
            commercial mortgage lenders servicing their own mortgage loans and
            REO properties, and

            2. the same manner in which, and with the same care, skill, prudence
            and diligence with which, the master servicer or the special
            servicer, as the case may be, services and administers comparable
            mortgage loans owned by the master servicer or special servicer, as
            the case may be,


                                      S-219



            in either case exercising reasonable business judgment and acting in
            accordance with applicable law, the terms of the pooling and
            servicing agreement and the terms of the respective subject mortgage
            loans;

      o     with a view to--

            1. the timely recovery of all payments of principal and interest,
            including balloon payments, under those mortgage loans, or

            2. in the case of (a) a specially serviced mortgage loan or (b) a
            mortgage loan in the trust as to which the related mortgaged
            property is an REO Property, the maximization of recovery on that
            mortgage loan to the series 2007-GG9 certificateholders (as a
            collective whole) (or, if a Loan Group is involved, with a view to
            the maximization of recovery on the Loan Group to the series
            2007-GG9 certificateholders and the related Companion Loan Holder(s)
            (as a collective whole)) of principal and interest, including
            balloon payments, on a present value basis; and

      o     without regard to--

            1. any relationship, including as lender on any other debt, that the
            master servicer or the special servicer, as the case may be, or any
            affiliate thereof, may have with any of the underlying borrowers, or
            any affiliate thereof, or any other party to the pooling and
            servicing agreement,

            2. the ownership of any series 2007-GG9 certificate (or any security
            backed by a Companion Loan) by the master servicer or the special
            servicer, as the case may be, or any affiliate thereof,

            3. the obligation of the master servicer or the special servicer, as
            the case may be, to make advances,

            4. the right of the master servicer or the special servicer, as the
            case may be, or any affiliate of either of them, to receive
            compensation or reimbursement of costs under the pooling and
            servicing agreement generally or with respect to any particular
            transaction, and

            5. The ownership, servicing or management for others of any mortgage
            loan or property not covered by the pooling and servicing agreement
            by the master servicer or the special servicer, as the case may be,
            or any affiliate thereof.

      "SERVICING TRANSFER EVENT" means, with respect to any mortgage loan being
serviced under the pooling and servicing agreement, any of the following events:

      1.    the related borrower fails to make when due any scheduled debt
            service payment, including a balloon payment, and either the failure
            actually continues, or the master servicer or special servicer (in
            the case of the special servicer, with the consent of the directing
            holder) determines, in its reasonable, good faith judgment, will
            continue, unremedied (without regard to any grace period) --

            (a)   except in the case of a delinquent balloon payment, for 60
                  days beyond the date on which the subject payment was due;

            (b)   solely in the case of a delinquent balloon payment, for one
                  business day after the subject balloon payment was due or, in
                  the case of a balloon loan as to which the related borrower
                  has delivered a refinancing commitment acceptable to the
                  special servicer prior to the date the subject balloon payment
                  was due, for 30 days beyond the date on which the subject
                  balloon payment was due (or for such shorter period beyond the
                  date on which the subject balloon payment was due during which
                  the refinancing is scheduled to occur);

      2.    the master servicer or special servicer (in the case of the special
            servicer, with the consent of the directing holder) determines, in
            accordance with the servicing standard, that a default in the making
            of a monthly debt service payment, including a balloon payment, is
            likely to occur and the default is likely to remain unremedied
            (without regard to any grace period) for at least the applicable
            period contemplated in clause 1. of this definition;


                                      S-220



      3.    a default (other than as described in clause 1. of this definition,
            and other than as a result of a failure by the borrower to maintain
            all-risk casualty insurance or other insurance with respect to a
            mortgaged property that covers acts of terrorism in the event the
            special servicer determines that such insurance (a) is not available
            at commercially reasonable rates and such hazards are not commonly
            insured against by prudent owners of similar mortgaged properties in
            similar locales (but only by reference to such insurance that has
            been obtained by such owners at current market rates) or (b) is not
            available at any rate) occurs under the mortgage loan that in the
            judgment of the master servicer or special servicer materially
            impairs the value of the corresponding mortgaged property as
            security for the mortgage loan or otherwise materially adversely
            affects the interests of series 2007-GG9 certificateholders or, in
            the case of the Loan Groups, the interests of the related Companion
            Loan Holder(s) (provided that any default requiring a servicing
            advance will be deemed to materially and adversely affect the
            interests of the Class 2007-GG9 Certificateholders, or, in the case
            of the Loan Groups, the interests of the related Companion Loan
            Holder(s)), and the default continues unremedied for the applicable
            cure period under the terms of the mortgage loan or, if no cure
            period is specified and the default is capable of being cured, for
            30 days (provided that such 30-day grace period does not apply to a
            default that gives rise to immediate acceleration without
            application of a grace period under the terms of the mortgage loan);

      4.    the master servicer or special servicer (in the case of the special
            servicer, with the consent of the directing holder) determines that
            (i) a default (other than as described in clause 2. of this
            definition) under the mortgage loan is imminent, (ii) such default
            will materially impair the value of the corresponding mortgaged
            property as security for the mortgage loan or otherwise materially
            adversely affect the interests of series 2007-GG9 certificateholders
            or, in the case of the Loan Groups, the interests of the related
            Companion Loan Holder(s), and (iii) the default is likely to
            continue unremedied for the applicable cure period under the terms
            of the mortgage loan or, if no cure period is specified and the
            default is capable of being cured, for 30 days, (provided that such
            30-day grace period does not apply to a default that gives rise to
            immediate acceleration without application of a grace period under
            the terms of the mortgage loan); provided that any determination
            that a Servicing Transfer Event has occurred under this clause 4.
            with respect to any mortgage loan solely by reason of the failure
            (or imminent failure) of the related borrower to maintain or cause
            to be maintained insurance coverage against damages or losses
            arising from acts of terrorism will be subject to the approval of
            the directing holder as described under "Servicing Under the Pooling
            and Servicing Agreement--The Directing Holders--Rights and Powers of
            the Directing Holder" in this prospectus supplement;

      5.    various events of bankruptcy, insolvency, readjustment of debt,
            marshalling of assets and liabilities, or similar proceedings occur
            with respect to the related borrower or the corresponding mortgaged
            property, or the related borrower takes various actions indicating
            its bankruptcy, insolvency or inability to pay its obligations; or

      6.    the master servicer receives notice of the commencement of
            foreclosure or similar proceedings with respect to the corresponding
            mortgaged property.

      A Servicing Transfer Event will cease to exist, if and when:

      o     with respect to the circumstances described in clause 1. of this
            definition, the related borrower makes three consecutive full and
            timely monthly debt service payments under the terms of the mortgage
            loan, as those terms may be changed or modified in connection with a
            bankruptcy or similar proceeding involving the related borrower or
            by reason of a modification, extension, waiver or amendment granted
            or agreed to by the master servicer or the special servicer;

      o     with respect to the circumstances described in clauses 2., 4. and 5.
            of this definition, those circumstances cease to exist in the
            judgment of the special servicer, but, with respect to any
            bankruptcy or insolvency proceedings contemplated by clause 5., no
            later than the entry of an order or decree dismissing the
            proceeding;

      o     with respect to the circumstances described in clause 3. of this
            definition, the default is cured in the judgment of the special
            servicer; and


                                      S-221



      o     with respect to the circumstances described in clause 6. of this
            definition, the proceedings are terminated.

      If a Servicing Transfer Event exists with respect to one mortgage loan in
a Loan Group, it will also be considered to exist for the remainder of the Loan
Group.

      For the Non-Serviced Trust Loan, similar but not identical events will
result in a transfer to special servicing under the 2006-LDP9 PSA.

      "SHERATON PORTLAND LOAN GROUP" means, collectively, the two mortgage loans
secured by the mortgaged property identified on Annex A as Sheraton Portland.
The Loan Group consists of a subordinate non-trust Companion Loan and a senior
trust mortgage loan.

      "SMMEA" means the Secondary Mortgage Market Enhancement Act of 1984, as
amended.

      "STATED PRINCIPAL BALANCE" means, for each mortgage loan in the trust, an
amount that:

      o     will initially equal its cut-off date principal balance; and

      o     will be permanently reduced on each payment date, to not less than
            zero, by--

            1.    all payments of principal (whether received or advanced),
                  including voluntary principal prepayments, received by or on
                  behalf of the trust on such mortgage loan;

            2.    all other collections, including Liquidation Proceeds,
                  Condemnation Proceeds and Insurance Proceeds, that were
                  received by or on behalf of the trust on or with respect to
                  any of the mortgage loans during the related collection period
                  and that were identified and applied by the master servicer as
                  recoveries of principal of such mortgage loan; and

            3.    the principal portion of any Realized Loss incurred with
                  respect to that mortgage loan during the related collection
                  period.

      However, the "Stated Principal Balance" of a mortgage loan in the trust
will, in all cases, be zero as of the payment date following the collection
period in which it is determined that all amounts ultimately collectable with
respect to the mortgage loan or any related REO Property have been received.

      When determining the aggregate Stated Principal Balance of all the
mortgage loans in the pool, other than for purposes of determining the Weighted
Average Pool Pass-Through Rate, the Stated Principal Balance of the pool will
not be reduced by the amount of principal collections that were used to
reimburse the master servicer, the special servicer or the trustee for any
Work-out Delayed Reimbursement Amount unless the corresponding advances are
determined to be nonrecoverable.

      "TORINGDON III LOAN GROUP" means, collectively, the two mortgage loans
secured by the mortgaged property identified on Annex A as Toringdon III. The
Loan Group consists of a subordinate non-trust Companion Loan and a senior trust
mortgage loan.

      "TORINGDON V LOAN GROUP" means, collectively, the two mortgage loans
secured by the mortgaged property identified on Annex A as Toringdon V. The Loan
Group consists of a subordinate non-trust Companion Loan and a senior trust
mortgage loan.

      "TOTAL PRINCIPAL PAYMENT AMOUNT" means, for any payment date, an amount
equal to the total, without duplication, of the following:

      o     all payments of principal, including voluntary principal
            prepayments, received by or on behalf of the trust on the mortgage
            loans included in the trust during the related collection period, in
            each case exclusive of any portion of the particular payment that
            represents a late collection of principal for which an advance was
            previously made for a prior payment date or that represents a
            monthly payment of principal due on or before the cut-off date or on
            a due date subsequent to the end of the related collection period;


                                      S-222



      o     all monthly payments of principal received by or on behalf of the
            trust on the mortgage loans included in the trust prior to, but that
            are due during, the related collection period;

      o     all other collections, including Liquidation Proceeds, Condemnation
            Proceeds and Insurance Proceeds, that were received by or on behalf
            of the trust on or with respect to any of the mortgage loans or any
            related REO Properties during the related collection period and that
            were identified and applied by the master servicer as recoveries of
            principal of the subject mortgage loan included in the trust or, in
            the case of an REO Property, of the related mortgage loan included
            in the trust, in each case net of any portion of the particular
            collection that represents a late collection of principal due on or
            before the cut-off date or for which an advance of principal was
            previously made for a prior payment date; and

      o     all advances of principal made with respect to the mortgage loans
            included in the trust for that payment date.

      The Total Principal Payment Amount will not include any payments or other
collections of principal with respect to the Companion Loans.

      Notwithstanding the foregoing, if the master servicer, the special
servicer or the trustee reimburses itself out of general collections on the
mortgage pool for any advance that it has determined is not recoverable out of
collections on the related mortgage loan, as described under "Description of the
Offered Certificates--Reimbursement of Advances," then, to the extent such
reimbursement is made from collections of principal on the underlying mortgage
loans, the Total Principal Payment Amount for the corresponding payment date by
the amount of any such reimbursement. Likewise, if the master servicer, the
special servicer or the trustee reimburses itself out of principal collections
for any Work-Out Delayed Reimbursement Amounts as described under "Description
of the Offered Certificates--Reimbursement of Advances," then the Total
Principal Payment Amount for the corresponding payment date will be reduced by
the amount of any such reimbursement.

      If any advance is considered to be nonrecoverable and is, therefore,
reimbursed out of payments and other collections of principal with respect to
the entire mortgage pool or if any Work-out Delayed Reimbursement Amount is
reimbursed or paid out of payments or other collections of principal with
respect to the entire mortgage pool, as described under "Description of the
Offered Certificates--Reimbursement of Advances," and if there is a subsequent
recovery of any such item (such recovery, a "RECOVERED AMOUNT"), that Recovered
Amount would generally be included as part of the Total Principal Payment Amount
for the payment date following the collection period in which that Recovered
Amount was received.

      "UNDERWRITER EXEMPTION" means Prohibited Transaction Exemption 90-59, as
amended to date, including by Prohibited Transaction Exemption 2002-41, as
described under "Certain ERISA Considerations" in this prospectus supplement.

      "UNDERWRITTEN DEBT-SERVICE COVERAGE RATIO," "DSCR NET CASH FLOW," "U/W NCF
DSCR" or "DSCR" means:

      o     with respect to any mortgage loan in the trust, the ratio of--

            1.    the Net Cash Flow for the related mortgaged property, to

            2.    the annualized amount of debt service that will be payable
                  under that mortgage loan (plus, if applicable, each non-trust
                  pari passu Companion Loan) commencing after the cut-off date
                  or, if the mortgage loan is in an initial interest-only
                  period, after the commencement of amortization (except as
                  otherwise set forth in any of the footnotes in Annex A);
                  provided that (1) in the case of the mortgage loans secured by
                  the mortgaged properties identified on Annex A to this
                  prospectus supplement as The District II and Tuileries Plaza
                  Phase I, underwritten DSCR was calculated based on the monthly
                  debt service that would be in place based on a loan balance
                  that was reduced by the amount of an earnout reserve, escrow
                  or performance guarantee, as applicable and (2) in the case of
                  the mortgage loan secured by the mortgaged properties
                  identified on Annex A to this prospectus supplement as Apollo
                  Portfolio 1, the debt service coverage ratio was calculated
                  assuming (1) (a) the in-place base rents as per the rent
                  rolls, dated October 2006 - December 2006, increase annually
                  by 3% over the current


                                      S-223



                  contract rent, (b) 4% vacancy, (c) 4% management fee, (d) $250
                  in capital reserves per unit, (e) 10% of the units are
                  renovated and re-let annually at market rates and (2) in each
                  case discounted to present value based on a discount rate of
                  8% over the life of the mortgage loan. The portfolio weighted
                  average market rate assumed per unit was $882 with 0% growth
                  projected. The debt-service coverage as of the cut-off date
                  based on in-place base rents as per the rent rolls dated
                  October 2006 - December 2006 is 0.81x. With respect to any
                  subordinate Companion Loan, the calculation of underwritten
                  DSCR does not include the monthly debt service that is due in
                  connection with such subordinate Companion Loan; and

      o     with respect to any cross-collateralized and cross-defaulted
            mortgage loans in the trust, the ratio of--

            1.    the combined Net Cash Flow for each mortgage loan that is
                  cross-collateralized and cross-defaulted with another mortgage
                  loan in the trust, to

            2.    the annualized amount of debt service that will be payable
                  under those mortgage loans commencing after the cut-off date
                  or, if the mortgage loan is in an initial interest-only
                  period, after the commencement of amortization (except as
                  otherwise set forth in any of the footnotes in Annex A to this
                  prospectus supplement).

      "VICTORIA WARD WAREHOUSE & PLAZA LOAN GROUP" means, collectively, the two
mortgage loans secured by the mortgaged property identified on Annex A as
Victoria Ward Warehouse & Plaza. The Loan Group consists of a subordinate
non-trust Companion Loan and a senior trust mortgage loan.

      "WEIGHTED AVERAGE POOL PASS-THROUGH RATE" means, for each interest accrual
period, the weighted average of the below-described annual rates with respect to
all of the mortgage loans, weighted on the basis of such mortgage loans'
respective Stated Principal Balances immediately prior to the related payment
date:

      o     in the case of each mortgage loan that accrues interest on a 30/360
            Basis, an annual rate equal to--

            1.    the mortgage interest rate in effect for that mortgage loan as
                  of the cut-off date, minus

            2.    the related Administrative Fee Rate; and

      o     in the case of each mortgage loan that accrues interest on an
            Actual/360 Basis, an annual rate generally equal to--

            1. the product of (a) twelve (12), times (b) a fraction, expressed
            as a percentage, the numerator of which, subject to adjustment as
            described below in this definition, is the total amount of interest
            that accrued or would have accrued, as applicable, with respect to
            that mortgage loan on an Actual/360 Basis during that interest
            accrual period, based on its Stated Principal Balance immediately
            preceding the related payment date and its mortgage interest rate in
            effect as of the cut-off date, and the denominator of which is the
            Stated Principal Balance of the mortgage loan immediately prior to
            the related payment date, minus

            2. the related Administrative Fee Rate.

      Notwithstanding the foregoing, if the related payment date occurs during
January, except during a leap year, or February, commencing in 2008 (unless the
related payment date is the final payment date), then the amount of interest
that comprises the numerator of the fraction described in clause 1(b) of the
second bullet of this definition will be decreased to reflect any interest
reserve amount with respect to that mortgage loan that is transferred from the
trustee's distribution account to the trustee's interest reserve account during
that month. Furthermore, if the related payment date occurs during March,
commencing in 2008 (or February, if the related payment date is the final
payment date), then the amount of interest that comprises the numerator of the
fraction described in clause 1(b) of the second bullet of this definition will
be increased to reflect any interest reserve amounts with respect to that
mortgage loan that are transferred from the trustee's interest reserve account
to the trustee's distribution account during that month.


                                      S-224



      "WOODHAVEN LOAN GROUP" means, collectively, the two mortgage loans secured
by the mortgaged property identified on Annex A as Woodhaven. The Loan Group
consists of a subordinate non-trust Companion Loan and a senior trust mortgage
loan.

      "WORK-OUT DELAYED REIMBURSEMENT AMOUNT" means any advance that is
outstanding at the time that a mortgage loan becomes corrected that is not
repaid in full by the borrower in connection with such correction but rather
becomes an obligation of the borrower to pay such amounts in the future.


                                      S-225



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                                     ANNEX A

            CERTAIN CHARACTERISTICS OF THE UNDERLYING MORTGAGE LOANS


                                       A-1



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          CONTROL  LOAN
FOOTNOTE  NUMBER   GROUP    SELLER     PROPERTY NAME                                STREET ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------

    2        1       1    GCFP/Lehman  John Hancock Tower & Garage at Clarendon
           1.01      1                 John Hancock Tower                           200 Clarendon Street
           1.02      1                 Garage at Clarendon                          100 Clarendon Street
    3        2       1       GSMC      590 Madison Avenue                           590 Madison Avenue
  4, 5       3       1       GSMC      Schron Industrial Portfolio
           3.01      1                 575 Underhill Boulevard                      575 Underhill Boulevard
           3.02      1                 99 Lafayette Drive                           99 Lafayette Drive
           3.03      1                 600 West John Street                         600 West John Street
           3.04      1                 6851 Jericho Turnpike                        6851 Jericho Turnpike
           3.05      1                 95 Horseblock Road                           95 Horseblock Road
           3.06      1                 270 Duffy Avenue                             270 Duffy Avenue
           3.07      1                 100 Spence Street                            100 Spence Street
           3.08      1                 717 Broadway Avenue                          717 Broadway Avenue
           3.09      1                 101-125 Comac Street                         101-125 Comac Street
           3.10      1                 1140 Motor Parkway                           1140 Motor Parkway
           3.11      1                 200 Finn Court                               200 Finn Court
           3.12      1                 725 Broadway Avenue                          725 Broadway Avenue
           3.13      1                 90 13th Avenue                               90 13th Avenue
           3.14      1                 2905 Veteran's Highway                       2905 Veteran's Highway
           3.15      1                 230 Duffy Avenue                             230 Duffy Avenue
           3.16      1                 One Fairchild Court                          One Fairchild Court
           3.17      1                 511-523 Commack Road                         511-523 Commack Road
           3.18      1                 325 Duffy Avenue                             325 Duffy Avenue
           3.19      1                 80 13th Avenue                               80 13th Avenue
           3.20      1                 33 Comac Loop                                33 Comac Loop
           3.21      1                 275 Marcus Boulevard                         275 Marcus Boulevard
           3.22      1                 1 Comac Loop                                 1 Comac Loop
           3.23      1                 200 13th Avenue                              200 13th Avenue
           3.24      1                 92 Central Avenue                            92 Central Avenue
           3.25      1                 79 Express Street                            79 Express Street
           3.26      1                 360 Smith Street                             360 Smith Street
           3.27      1                 450 Commack Road                             450 Commack Road
           3.28      1                 100 13th Avenue                              100 13th Avenue
           3.29      1                 95 Seaview Boulevard                         95 Seaview Boulevard
           3.30      1                 171 Milbar Boulevard                         171 Milbar Boulevard
           3.31      1                 290 Duffy Avenue                             290 Duffy Avenue
           3.32      1                 151-169 East 2nd Street                      151-169 East 2nd Street
           3.33      1                 171-175 East 2nd Street                      171-175 East 2nd Street
           3.34      1                 280 Duffy Avenue                             280 Duffy Avenue
           3.35      1                 One Underhill Road                           One Underhill Road
           3.36      1                 939 Motor Parkway                            939 Motor Parkway
             4       1       GSMC      667 Madison Avenue                           667 Madison Avenue
             5       1       GCFP      TIAA RexCorp Long Island Portfolio
           5.01      1                 58 South Service Road                        58 South Service Road
           5.02      1                 68 South Service Road                        68 South Service Road
           5.03      1                 395 North Service Road                       395 North Service Road
           5.04      1                 50 Charles Lindbergh Boulevard               50 Charles Lindbergh Boulevard
           5.05      1                 48 South Service Road                        48 South Service Road
  6, 7       6       1       GCFP      Peachtree Center
           6.01      1                 Peachtree Center - Marquis                   Various
           6.02      1                 Peachtree Center - 4 Pack                    Various
           6.03      1                 Peachtree Mall                               225 Peachtree Center Avenue NE
             7       1       GCFP      Pickwick Plaza                               50 Mason Street
    5        8       1       GCFP      Stafford Place I                             4201 Wilson Boulevard
    8        9       1       GSMC      Merchandise Mart                             222 Merchandise Mart Plaza
            10       1       GSMC      COPT Office Portfolio
           10.01     1                 Airport Square 20                            1199 Winterson Road
           10.02     1                 Airport Square 15                            999 Corporate Boulevard
           10.03     1                 5725 Mark Dabling Boulevard                  5725 Mark Dabling Boulevard
           10.04     1                 5775 Mark Dabling Boulevard                  5775 Mark Dabling Boulevard
           10.05     1                 Airport Square 19                            1099 Winterson Road
           10.06     1                 Airport Square 10                            881 Elkridge Landing Road
           10.07     1                 Airport Square 21                            849 International Drive
           10.08     1                 Airport Square 14                            1190 Winterson Road
           10.09     1                 5755 Mark Dabling Boulevard                  5755 Mark Dabling Boulevard
           10.10     1                 Airport Tech 1                               930 International Drive
           10.11     1                 Airport Tech 4                               800 International Drive
           10.12     1                 Airport Tech 2                               900 International Drive
           10.13     1                 1925 AeroTech                                1925 AeroTech Drive
           10.14     1                 1915 AeroTech                                1915 AeroTech Drive
            11       1       GCFP      Hyatt Regency- Bethesda                      7400 Wisconsin Avenue (One Bethesda Metro
                                                                                    Center)
            12       1       GSMC      Plaza America Towers I and II                11700 & 11710 Plaza America Drive
            13       1       GCFP      Southern California Portfolio
           13.01     1                 Savi Tech Center                             22705-22745 Savi Ranch Pkwy
           13.02     1                 Yorba Linda Business Park                    22343-22349 & 22833 La Palma Avenue
           13.03     1                 Gateway Corporate Center                     1370 Valley Vista Drive
           13.04     1                 Via Frontera Business Park                   10965 & 10993 Via Frontera Drive
           13.05     1                 Poway Industrial                             13550 Stowe Drive
           13.06     1                 South Coast Executive Center                 1503 South Coast Drive
            14       1       GCFP      Omni Marathon Reckson                        333 Earle Ovington Boulevard
            15       1       GSMC      Boulevard Mall                               1285 Niagara Falls Boulevard
            16       1       GCFP      Lake Marriott and Orchard Parkway
           16.01     1                 Lake Marriott                                3001, 3003 and 3005 Tasman Drive, 3032 and 3053
                                                                                    Bunker Hill Lane, 5101 Patrick Henry Drive and
                                                                                    5104 Old Ironsides Drive
           16.02     1                 Orchard Parkway                              3000 and 3030 Orchard Parkway
            17       1       GSMC      Life Time Fitness Portfolio
           17.01     1                 Tempe Life Time                              1616 West Ruby Drive
           17.02     1                 Willowbrook Life Time                        7717 Willow Chase Boulevard
           17.03     1                 Garland - Life Time                          5602 Naaman Forest Boulevard
           17.04     1                 Flower Mound Life Time                       3100 Churchill Drive
           17.05     1                 Sugar Land Life Time                         1331 Highway 6
           17.06     1                 Commerce Life Time                           2901 Commerce Crossing Boulevard
            18       1       GSMC      Renaissance Atlanta Waverly Hotel            2450 Galleria Parkway
    9       19       1       GSMC      Branson Landing                              1-1221 Branson Landing Boulevard
            20       1       GCFP      51 JFK Parkway                               51 JFK Parkway
            21       1       GCFP      Savvis Data Center                           2045 Lafayette Street
            22       1       GSMC      One Westchase Center                         10777 Westheimer Road
            23       2       GCFP      Buckingham Portfolio
           23.01     2                 Reserve at Williams Glen                     2201 Williams Glen Boulevard
           23.02     2                 Eagle Creek Apartments                       4061 Eagle Roost Drive
           23.03     2                 Creek Bay at Meridian Woods                  6650 Creek Bay Road
           23.04     2                 Charter Oaks Apartments                      8196 Lincoln Avenue
           23.05     2                 Fontenelle Apartments                        800 West Rainbow Drive
           23.06     2                 Beech Grove Apartments                       3014 Beech Grove Court
           23.07     2                 Regency Royale Apartments                    3430 North Main Street
            24       1       GCFP      Hawaiian Retail Portfolio
           24.01     1                 Azeka I & II                                 1279-1280 South Kihei Road
           24.02     1                 Nimitz Center                                1130 Nimitz Highway
            25       1       GCFP      150 South Street                             150 South Street
            26       1       GSMC      Car Dealership Portfolio
           26.01     1                 MotorWorld                                   150 Motorworld Drive
           26.02     1                 Wolfchase Toyota                             2201 North Germantown Parkway
           26.03     1                 Capitol Chevrolet                            711 Eastern Boulevard
           26.04     1                 Crest Honda World                            2215 Metrocenter Boulevard
            27       2       GCFP      Fountains at Flamingo                        3275 East Flamingo Road
   10       28       1       GSMC      The District II                              100-190 South Green Valley Parkway
   11       29       2       GSMC      Apollo Portfolio 1
           29.01     2                 4816 West Fountain Avenue Apartments         4816 West Fountain Avenue
           29.02     2                 716 South Berendo Apartments                 716 South Berendo Street
           29.03     2                 The Roxy Apartments                          357 South Alvarado Street
           29.04     2                 Fernwood Apartments                          5600 Fernwood Avenue
           29.05     2                 849 South Oxford Apartments                  849 South Oxford Avenue
           29.06     2                 167 South Normandie Avenue                   167 South Normandie Avenue
           29.07     2                 Valencia Apartments                          734 South Valencia Street
   12      29.08     2                 Royal Lake                                   1109 South Lake Street & 2202-2220
                                                                                    West 11th Street
           29.09     2                 728 South Berendo Apartments                 728 South Berendo Street
           29.10     2                 Park View Apartments                         1021 South Park View Street
           29.11     2                 904 North Hoover Street Apartments           904 North Hoover Street & 859
                                                                                    North Sanborn Avenue
           29.12     2                 Heliotrope Apartments                        334 North Heliotrope Drive
            30       1       GSMC      Park Place Motorcars                         6113 Lemmon Avenue
            31       1       GCFP      Public Ledger Building                       150 South Independence Mall West
   13       32       1       GSMC      Baybrook Gateway                             929-1041 West Bay Area Boulevard
            33       1       GCFP      Sacramento Corporate Center                  501 J Street
 14, 15     34       1       GSMC      Victoria Ward Warehouse & Plaza              1050 Ala Moana Boulevard & 210 Ward Avenue
            35       1       GCFP      Parmer Business Park                         5300-5301 Riata Park Court
            36       2       GCFP      Drye Portfolio - Concord 6
           36.01     2                 River Park                                   130 Nile Circle
           36.02     2                 Village at Brierfield                        11609 Windy Creek Drive
           36.03     2                 Alexander Place                              200 Hamilton Drive
           36.04     2                 Crossroads at Village Park                   6940 Hidden Forest Drive
           36.05     2                 Forest Ridge                                 110 Ridge Mill Circle
           36.06     2                 Hampton Forest                               1911 Hampton Forest Drive
            37       2       GCFP      Drye Portfolio - Concord 5
           37.01     2                 Parkway Crossing                             100 Samuel Adams Circle
           37.02     2                 Hampton Corners                              3405 Cook Place Drive
           37.03     2                 Coopers Ridge                                1100 Coopers Ridge Drive
           37.04     2                 Park Place                                   153 Civic Center Boulevard
           37.05     2                 Crown Ridge                                  1635 South Dekalb Street
    5       38       1       GCFP      Noble Tech                                   28201-28213 Van Dyke Ave
            39       1       GCFP      1305 Walt Whitman Road                       1305 Walt Whitman Road
            40       1       GSMC      Central Park Plaza                           2833 and 2841 Junction Avenue & 2860-2890
                                                                                    Zanker Road
            41       2       GCFP      Aqua Via Apartments                          121, 123, 125, 127, 129 2nd Street
            42       1       GCFP      Blackwell I                                  9601 Blackwell Road
            43       1       GSMC      Summerfield Suites - White Plains            101 Corporate Park Drive
            44       1       GSMC      Second & Josephine                           2401 & 2415 East 2nd Avenue, 201 Columbine
                                                                                    Street and 200 & 220 Josephine Street
            45       1       GCFP      Pines Center                                 10501 Pines Boulevard
            46       1       GCFP      Blackwell II                                 9600 Blackwell Road
            47       1       GCFP      2121 Ponce de Leon Boulevard                 2121 Ponce de Leon Boulevard
            48       1       GCFP      Portofino Plaza                              1401 Ocean Avenue
            49       1       GCFP      Abercorn Common                              8108 Abercorn Street
   15       50       1       GCFP      Poipu Shopping Village                       2360 Kaiahuna Plantation Drive
            51       2       GCFP      Arbrook Park Apartments                      1401 Nandina Drive
            52       1       GCFP      Wisconsin Hotel Portfolio
           52.01     1                 Radisson Paper Valley Hotel                  333 West College Avenue
           52.02     1                 Holiday Inn Neenah Riverwalk                 123 East Wisconsin Avenue
            53       1       GSMC      Rubicon Industrial Portfolio
           53.01     1                 340 Emig Road                                340 Emig Road
           53.02     1                 4718-4722 Helgesen Drive                     4718-4722 Helgesen Drive
           53.03     1                 1791 Mount Zion Road                         1791 Mount Zion Road
            54       1       GCFP      Verizon Wireless Center                      7000 Central Avenue
            55       1       GCFP      Piazza Del Sol                               8439 West Sunset Boulevard
            56       1       GCFP      9350 Financial                               9350 South Dixie Highway
   16       57       1       GCFP      Midland Industrial Portfolio                 220 Midland, 197 King Mill & 90 King Mill
            58       1       GCFP      Lake Forest Village                          22583-24361 Muirlands Boulevard
    5       59       1       GSMC      Two Rivers - Aurora Healthcare Clinic        5300 Memorial Drive
            60       2       GCFP      2310 Fulton Street                           2310 Fulton Street
    5       61       2       GCFP      Valley Lo Towers II                          1900 Chestnut Avenue
            62       1       GSMC      Summerfield Suites - Pleasant Hill           2611 Contra Costa Boulevard
            63       1       GCFP      First Industrial 5
           63.01     1                 Golden Triangle                              7905 Golden Triangle Drive
           63.02     1                 Eagandale                                    1303 Corporate Center Drive
           63.03     1                 6925 Washington                              6925-6943 Washington Avenue
           63.04     1                 6955 Washington                              6955-6973 Washington
            64       1       GCFP      Prestonwood Place                            5290 Belt Line Road
    5       65       1       GSMC      Hartford - Aurora Healthcare Clinic          1640 East Sumner Street
            66       1       GCFP      825 University                               825 University Avenue
            67       1       GCFP      99-193 Aiea Heights                          99-193 Aiea Heights
            68       2       GCFP      Hidden Ridge                                 1290 Hidden Ridge
            69       1       GCFP      Southpark Corporate Center II                4509 Friedrich Lane
            70       1       GSMC      300 North Martingale                         300 North Martingale Road
            71       1       GCFP      Hartford Square North                        10 Columbus Boulevard
            72       1       GCFP      TBC Place                                    4021 and 4025 Stirrup Creek Drive
            73       1       GSMC      Summerfield Suites - Scottsdale              4245 North Drinkwater Boulevard
            74       1       GSMC      HJA Industrial Portfolio
           74.01     1                 967 Parker Street                            967 Parker Street
           74.02     1                 2-8 Progress Drive                           2-8 Progress Drive
           74.03     1                 186 Adams Street                             186 Adams Street
           74.04     1                 171 Utopia Road                              171 Utopia Road
           74.05     1                 255 Sheldon Road                             255 Sheldon Road
           74.06     1                 200 Adams Street                             200 Adams Street
           74.07     1                 203 Sheldon Road                             203 Sheldon Road
    5       75       2       GCFP      Sailpointe at Lake Monroe                    401 West Seminole Boulevard
            76       1       GCFP      Partridge Inn                                2211 Walton Way
            77       1       GCFP      Kihei Kalama                                 1913-1945 South Kihei Road
            78       2       GCFP      Fox Trails                                   6300 Roundrock Trail
 15, 17     79       1       GCFP      Sheraton Portland                            8235 N.E. Airport Way
            80       1       GCFP      Linens HQ Clifton                            2, 4 & 6 Brighton Road
            81       1       GSMC      Summerfield Suites - Bridgewater             530 Route 22 East
            82       1       GSMC      Summerfield Suites - Pleasanton              4545 Chabot Drive
   10       83       1       GSMC      Tuileries Plaza Phase I                      6300 North Lucerne Avenue
            84       2       GSMC      Northridge Crossing                          2901 Calliope Way
            85       1       GCFP      520 Post Oak Boulevard                       520 Post Oak Boulevard
            86       1       GCFP      Research Corporate Center                    8610 Explorer Drive
   15       87       1       GCFP      Linden Park                                  4550 New Linden Hill Road
            88       1       GCFP      Polaris Center                               8800 Lyra Drive
            89       1       GSMC      Charlotte Park                               4501, 4601, 4651 Charlotte Park Drive
            90       1       GCFP      1900 Campus Walk                             1900-36 Campus Walk
            91       2       GSMC      3400 Club Drive                              3400 Club Lakes Parkway
            92       1       GSMC      Summerfield Suites - Gaithersburg            200 Skidmore Boulevard
            93       2       GCFP      Town Center Apartments                       3594 Mt. Diablo Boulevard
            94       1       GCFP      7300 East Hampton Avenue                     7300 East Hampton Avenue
            95       1       GCFP      Shoppes at Bellemead                         6535 Youree Drive
            96       1       GSMC      Hillcroft I & II                             6310 & 6315 Hillside Court
            97       1       GSMC      175 Pinelawn Road                            175 Pinelawn Road
            98       1       GCFP      Enterprise Mill                              1450 Greene Street
            99       1       GCFP      Holiday Inn Charlotte                        230 North College Street
   15       100      1       GSMC      Toringdon III                                3440 Toringdon Way
            101      1       GCFP      Tustin Gateway                               1621-1671 Edinger Avenue
            102      1       GSMC      Corporate Center I                           901 North Green Valley Parkway
            103      2       GCFP      DeMiguel and Johnson Portfolio
          103.01     2                 3730 and 3736 Rolison Road                   3730 and 3736 Rolison Road
          103.02     2                 131 Oak Street                               131 Oak Street
          103.03     2                 36 Edgewood                                  36 Edgewood
          103.04     2                 1408 Middlefield Road                        1408 Middlefield Road
          103.05     2                 2944 Calvin Avenue                           2944 Calvin Avenue
          103.06     2                 875 Beech Street                             875 Beech Street
          103.07     2                 3232 Middlefield Road                        3232 Middlefield Road
            104      1       GSMC      Glendale Center                              5010-5090 West Olive Avenue & 9007-9029
                                                                                    North 51st Avenue
            105      1       GSMC      Palisades II                                 5410 Trinity Road
    5       106      1       GCFP      4411 West Olive Avenue                       4411 West Olive Avenue
            107      2       GCFP      Allston Lofts                                2161 Allston Way
            108      1       GSMC      300 Main                                     300 Main Street
            109      1       GCFP      First Industrial 3
          109.01     1                 7125 Northland Terrace                       7125 Northland Terrace North
          109.02     1                 7624 Boone Avenue                            7624 Boone Avenue
          109.03     1                 9401 73rd Avenue                             9401 73rd Avenue
            110      1       GSMC      Princess Road Medical Arts Building          2 Princess Road
            111      1       GSMC      Centerra Marketplace                         12 Centerra Parkway
            112      1       GCFP      126-130 Main Street                          126-130 Main Street & 9 Burtis Avenue
            113      2       GCFP      Homes of Azalea Park                         2500 Guerrero Drive
            114      1       GSMC      Atrium Office Building                       5001 East Commercenter Drive
   15       115      1       GSMC      Toringdon V                                  3436 Toringdon Way
            116      2       GSMC      Timberwood Trace Apartments                  12250 Atlantic Boulevard
            117      1       GCFP      Lone Star Storage Portfolio
          117.01     1                 Lone Star Storage Bryan                      1079 North Earl Rudder Freeway
          117.02     1                 Lone Star Storage Odessa                     4415 East 53rd Street
          117.03     1                 Lone Star Storage San Angelo                 6122 Sherwood Way
            118      1       GCFP      1600 North Federal Highway                   1600 North Federal Highway
    5       119      1       GCFP      The Steelyard                                1900, 1910, 1928 South Boulevard
            120      1       GCFP      Comfort Inn Gunston Corner                   8180 Silverbrook Road
            121      1       GSMC      MarketPlace                                  9307-9329 & 9335-9341 Kingston Pike
            122      1       GSMC      Orchard Centre                               5775 DTC Parkway
            123      2       GCFP      Sunshine Lake Estates MHC                    6530 Accent Lane
            124      1       GCFP      Hampton Inn Titusville                       4760 Helen Hauser Boulevard
 15, 18     125      1       GSMC      Woodhaven                                    23420-23470 Allen Road
            126      1       GSMC      Westwoods Shopping Center                    15200 & 15400 West 64th Avenue
    5       127      1       GCFP      StorQuest Self Storage Colorado
          127.01     1                 StorQuest Self Storage Colorado-Westminster  8834-8889 Marshall Court
          127.02     1                 StorQuest Self Storage Colorado-Centennial   13055 East Briarwood Avenue
            128      1       GSMC      University Business Park                     2076 East University Drive
            129      1       GCFP      469 North Canon Drive                        469 North Canon Drive & 9401-9411 South Santa
                                                                                    Monica Boulevard
            130      1       GSMC      200 Fillmore                                 200 Fillmore Street
   19       131      1       GSMC      Airport Center                               4400, 4828 & 4898 Airport Center Parkway
            132      1       GSMC      Oakley Plaza                                 1200 Oakley Seaver Drive
    5       133      1       GSMC      Neenah - Aurora Healthcare Clinic            1136 Westowne Drive
            134      1       GSMC      Villager Square                              6470-6650 West 120th Avenue
            135      1       GSMC      Frisco Plaza                                 719-815 Ten Mile Drive
            136      1       GSMC      Stafford North Plaza                         261 Garrisonville Road
   20       137      1       GSMC      Summerfield Suites - Charlotte               4920 South Tryon Street
            138      1       GCFP      Shops at Cypress                             5353, 5373, and 5461 Katella Avenue
            139      1       GCFP      Mini U Storage - Chantilly                   13721 Wall Road
            140      1       GSMC      Festival                                     West 3195 Van Roy Road
            141      1       GSMC      Rogers Ranch                                 4920, 5020, 5030 West Baseline Road
            142      1       GCFP      Hampton Inn Carbondale                       2175 Reed Station Parkway
            143      1       GCFP      Chouteau Crossing                            4307-4357 Northeast Chouteau Trafficway
    5       144      1       GCFP      Townhouse Center                             3739-3799 E. Desert Inn Road
            145      1       GCFP      4605 Post Oak                                4605 Post Oak Place Drive
            146      1       GSMC      Northridge Pavilion III and IV               1301 and 1303 Hightower Trail
            147      1       GCFP      Pasadena Properties
          147.01     1                 959 East Walnut Street                       959 East Walnut Street
          147.02     1                 897 Granite Drive                            897 Granite Drive
            148      1       GSMC      PETsMART Plaza                               865 Colusa Avenue
            149      1       GSMC      Hallock Office Park                          211, 213, 215 Hallock Road
            150      1       GCFP      Chapel Ridge Shopping Center                 10280 Maysville Road
            151      1       GSMC      Academy Sports & Outdoors                    1001 West Arbrook Boulevard
            152      1       GSMC      Grants Pass                                  304-350 Northeast Agness Avenue
            153      1       GCFP      Comfort Inn Colorado Springs                 1410 Harrison Road
    9       154      1       GSMC      Poway Executive Center                       13915 Danielson Street
            155      1       GCFP      Fairfield Inn & Suites Asheville             11 Rocky Ridge Road
            156      1       GSMC      Kentucky Retail Portfolio
          156.01     1                 Walgreens                                    2290 Nicholasville Road
          156.02     1                 Greenway Mare Manor                          363 Versailles Road
            157      1       GSMC      Lakewood at Georgia Avenue                   11510 Georgia Avenue
            158      1       GSMC      West and Ironwood Building                   3711-3721 West Street and 3700-3710
                                                                                    Ironwood Place
            159      1       GCFP      First Industrial 4                           2720 Arthur Street
            160      1       GCFP      Bank of America Motor Bank                   1025 Holcombe Boulevard
            161      1       GCFP      Mini U Storage - North Brunswick             1256 How Lane
            162      1       GCFP      Memorial Houston CVS                         15010 Memorial Drive
            163      1       GSMC      Staverton East                               21480 Pacific Boulevard
            164      1       GSMC      Centennial Square                            2727-2897 West Belleview Avenue
    9       165      1       GSMC      Kent Rite Aid                                10407 Southeast 256th Street
            166      1       GSMC      Streets of Toringdon                         12105 and 12311 Copper Way
            167      1       GSMC      JAMAD I                                      550 Woodlake Circle
    5       168      1       GSMC      Delray North Business Center                 1395 Northwest 17th Avenue
            169      2       GCFP      7410 Woodman & 20615 Vanowen
          169.01     2                 7410 Woodman Avenue                          7410 Woodman Avenue
          169.02     2                 20615 Vanowen Street                         20615 Vanowen Street
            170      1       GCFP      Holiday Inn Express Gastonia                 1911 Broadcast Drive
            171      1       GCFP      A+ Storage Franklin                          1903 Columbia Avenue
            172      1       GCFP      Hampton Inn Searcy                           3204 East Race Street
            173      1       GSMC      County Line Shopping Center                  1480 and 1490-1496 South Randall Road
            174      1       GSMC      Palmhurst Shopping Center                    4324 and 4416 North Conway Avenue
            175      1       GSMC      8404 North Navarro                           8402-8404 North Navarro Street
    9       176      1       GSMC      Lake Mead                                    6520-6540 East Lake Mead Boulevard
            177      1       GCFP      Sealy Fulton Portfolio
          177.01     1                 6175 Boat Rock Boulevard                     6175 Boat Rock Boulevard
          177.02     1                 5400 Bucknell Drive                          5400 Bucknell Drive
          177.03     1                 5425 Tulane                                  5425 Tulane
            178      1       GCFP      Advance Auto Parts I
          178.01     1                 Advance Auto Parts- Randleman                981 High Point Street
          178.02     1                 Advance Auto Parts Mexico                    65 River Road
          178.03     1                 Advance Auto Parts South Paris               112 Main Street
          178.04     1                 Advance Auto Parts Danville                  1205 Piney Forest Road
            179      1       GSMC      Arbrook Square Shopping Center               3751 Matlock Road
            180      1       GSMC      Pyramid I                                    4126, 4138 & 4150 John Young Parkway
            181      1       GCFP      Storquest Oakland                            4601 Shattuck Avenue
            182      1       GSMC      Holiday Tower                                2435 US Highway 19
    5       183      1       GCFP      910 Robb Drive (Winner's Corner)             910 Robb Drive
   21       184      1       GSMC      Fidelity Building                            4671 Town Center Parkway
            185      1       GSMC      2425 East Commercial                         2425 East Commercial Boulevard
    5       186      1       GSMC      Tamarac Business Center                      800 Research Drive
            187      1       GCFP      Eastern Hills Center - Phase L               10845 & 10855 South Eastern Avenue
            188      1       GSMC      Middletown Plaza                             12935 Shelbyville Road
            189      1       GSMC      Bread & Butter                               3500 East Destination Drive
            190      2       GSMC      Knightsbridge Apartments                     955 South Havana Street
   22       191      1       GCFP      656 North Robertson                          656 North Robertson
            192      2       GCFP      Pointe O'Woods Apartments                    4065 Pointe O'Woods Drive
            193      1       GSMC      Third Street Station                         1518 East 3rd Street
            194      1       GSMC      Barnett Medical Center                       1228 Colonial Commons Court
            195      2       GCFP      Meadowview Apartments                        15 Woodhill Drive
            196      1       GSMC      972 Partnership                              972 and 976 North Orange Avenue
            197      1       GCFP      NTB Sachse                                   5420 State Highway 78
    9       198      1       GSMC      Aliante                                      7021 Aliante Parkway
            199      1       GCFP      5301 Longley Lane, Building E                5301 Longley Lane, Building E
            200      1       GSMC      Social Security Administration               44451 20th Street West
            201      1       GCFP      5325 Louie Lane                              5325 Louie Lane


          CONTROL
FOOTNOTE  NUMBER          CITY              STATE         COUNTY        ZIP CODE  PROPERTY TYPE              PROPERTY TYPE DETAIL
- ------------------------------------------------------------------------------------------------------------------------------------

    2        1
           1.01    Boston              Massachusetts   Suffolk             02116  Office            General Urban
           1.02    Boston              Massachusetts   Suffolk County      02116  Other             Parking Garage
    3        2     New York            New York        New York            10022  Office            General Urban
  4, 5       3
           3.01    Syosset             New York        Nassau              11791  Industrial        Industrial / Warehouse w/ Office
           3.02    Syosset             New York        Nassau              11791  Industrial        Industrial / Warehouse w/ Office
           3.03    Hicksville          New York        Nassau              11801  Industrial        Industrial / Warehouse w/ Office
           3.04    Syosset             New York        Nassau              11791  Industrial        Industrial / Warehouse w/ Office
           3.05    Yaphank             New York        Suffolk             11980  Industrial        Industrial / Warehouse w/ Office
           3.06    Hicksville          New York        Nassau              11801  Industrial        Industrial / Warehouse w/ Office
           3.07    Bay Shore           New York        Suffolk             11706  Industrial        Industrial / Warehouse w/ Office
           3.08    Holbrook            New York        Suffolk             11741  Industrial        Industrial / Warehouse w/ Office
           3.09    Ronkonkoma          New York        Suffolk             11779  Industrial        Industrial / Warehouse w/ Office
           3.10    Hauppauge           New York        Suffolk             11788  Industrial        Industrial / Warehouse w/ Office
           3.11    Farmingdale         New York        Suffolk             11735  Industrial        Industrial / Warehouse w/ Office
           3.12    Holbrook            New York        Suffolk             11741  Industrial        Industrial / Warehouse w/ Office
           3.13    Ronkonkoma          New York        Suffolk             11779  Industrial        Industrial / Warehouse w/ Office
           3.14    Ronkonkoma          New York        Suffolk             11779  Industrial        Industrial / Warehouse w/ Office
           3.15    Hicksville          New York        Nassau              11801  Industrial        Industrial / Warehouse w/ Office
           3.16    Plainview           New York        Nassau              11803  Industrial        Industrial / Warehouse w/ Office
           3.17    Deer Park           New York        Suffolk             11729  Industrial        Industrial / Warehouse w/ Office
           3.18    Hicksville          New York        Nassau              11801  Industrial        Industrial / Warehouse w/ Office
           3.19    Ronkonkoma          New York        Suffolk             11779  Industrial        Industrial / Warehouse w/ Office
           3.20    Ronkonkoma          New York        Suffolk             11779  Industrial        Industrial / Warehouse w/ Office
           3.21    Hauppauge           New York        Suffolk             11788  Industrial        Industrial / Warehouse w/ Office
           3.22    Ronkonkoma          New York        Suffolk             11779  Industrial        Industrial / Warehouse w/ Office
           3.23    Ronkonkoma          New York        Suffolk             11779  Industrial        Industrial / Warehouse w/ Office
           3.24    Farmingdale         New York        Suffolk             11735  Industrial        Industrial / Warehouse w/ Office
           3.25    Plainview           New York        Nassau              11803  Industrial        Industrial / Warehouse w/ Office
           3.26    Farmingdale         New York        Suffolk             11735  Industrial        Industrial / Warehouse w/ Office
           3.27    Deer Park           New York        Suffolk             11729  Industrial        Industrial / Warehouse w/ Office
           3.28    Ronkonkoma          New York        Suffolk             11779  Industrial        Industrial / Warehouse w/ Office
           3.29    Port Washington     New York        Nassau              11050  Industrial        Industrial / Warehouse w/ Office
           3.30    Farmingdale         New York        Suffolk             11735  Industrial        Industrial / Warehouse w/ Office
           3.31    Hicksville          New York        Nassau              11801  Industrial        Industrial / Warehouse w/ Office
           3.32    Huntington Station  New York        Suffolk             11746  Industrial        Industrial / Warehouse w/ Office
           3.33    Huntington Station  New York        Suffolk             11746  Industrial        Industrial / Warehouse w/ Office
           3.34    Hicksville          New York        Nassau              11801  Industrial        Industrial / Warehouse w/ Office
           3.35    Glen Head           New York        Nassau              11545  Industrial        Industrial / Warehouse w/ Office
           3.36    Hauppauge           New York        Suffolk             11788  Industrial        Industrial / Warehouse w/ Office
             4     New York            New York        New York            10021  Office            General Urban
             5
           5.01    Melville            New York        Suffolk             11747  Office            General Suburban
           5.02    Melville            New York        Suffolk             11747  Office            General Suburban
           5.03    Melville            New York        Suffolk             11747  Office            General Suburban
           5.04    Uniondale           New York        Nassau              11553  Office            General Suburban
           5.05    Melville            New York        Suffolk             11747  Office            General Suburban
  6, 7       6
           6.01    Atlanta             Georgia         Fulton              30303  Office            General Urban
           6.02    Atlanta             Georgia         Fulton              30303  Office            General Urban
           6.03    Atlanta             Georgia         Fulton              30303  Retail            Anchored
             7     Greenwich           Connecticut     Fairfield           06830  Office            General Suburban
    5        8     Arlington           Virginia        Arlington           22203  Office            General Urban
    8        9     Chicago             Illinois        Cook                60654  Office            General Urban
            10
           10.01   Linthicum           Maryland        Anne Arundel        21090  Office            General Urban
           10.02   Linthicum           Maryland        Anne Arundel        21090  Office            General Urban
           10.03   Colorado Springs    Colorado        El Paso             80919  Office            General Urban
           10.04   Colorado Springs    Colorado        El Paso             80919  Office            General Urban
           10.05   Linthicum           Maryland        Anne Arundel        21090  Office            General Urban
           10.06   Linthicum           Maryland        Anne Arundel        21090  Office            General Urban
           10.07   Linthicum           Maryland        Anne Arundel        21090  Office            General Urban
           10.08   Linthicum           Maryland        Anne Arundel        21090  Office            General Urban
           10.09   Colorado Springs    Colorado        El Paso             80919  Office            General Urban
           10.10   Linthicum           Maryland        Anne Arundel        21090  Office            General Urban
           10.11   Linthicum           Maryland        Anne Arundel        21090  Office            General Urban
           10.12   Linthicum           Maryland        Anne Arundel        21090  Office            General Urban
           10.13   Colorado Springs    Colorado        El Paso             80916  Office            General Urban
           10.14   Colorado Springs    Colorado        El Paso             80916  Office            General Urban
            11     Bethesda            Maryland        Montgomery          20814  Hospitality       Full Service
            12     Reston              Virginia        Fairfax             20190  Office            General Suburban
            13
           13.01   Yorba Linda         California      Orange              92887  Office            General Suburban
           13.02   Yorba Linda         California      Orange              92887  Office            General Suburban
           13.03   Diamond Bar         California      Los Angeles         91765  Office            General Suburban
           13.04   San Diego           California      San Diego           92127  Office            General Suburban
           13.05   Poway               California      San Diego           92064  Office            General Suburban
           13.06   Costa Mesa          California      Orange              92626  Office
            14     Uniondale           New York        Nassau              11553  Office            General Suburban
            15     Amherst             New York        Erie                14226  Retail            Anchored
            16
           16.01   Santa Clara         California      Santa Clara         95054  Office            General Suburban
           16.02   San Jose            California      Santa Clara         95134  Office            General Suburban
            17
           17.01   Tempe               Arizona         Maricopa            85284  Retail            Unanchored
           17.02   Houston             Texas           Harris              77070  Retail            Unanchored
           17.03   Garland             Texas           Dallas              75044  Retail            Unanchored
           17.04   Flower Mound        Texas           Denton              75022  Retail            Unanchored
           17.05   Sugar Land          Texas           Fort Bend           77478  Retail            Unanchored
           17.06   Commerce Township   Michigan        Oakland             48390  Retail            Unanchored
            18     Atlanta             Georgia         Cobb                30339  Hospitality       Full Service
    9       19     Branson             Missouri        Taney               65616  Retail            Anchored
            20     Short Hills         New Jersey      Essex               07078  Office            General Suburban
            21     Santa Clara         California      Santa Clara         95050  Office            Data Center
            22     Houston             Texas           Harris              77042  Office            General Suburban
            23
           23.01   Zionsville          Indiana         Boone               46077  Multifamily       Garden
           23.02   Indianapolis        Indiana         Marion              46234  Multifamily       Garden
           23.03   Indianapolis        Indiana         Marion              46217  Multifamily       Garden
           23.04   Evansville          Indiana         Vanderburgh         47715  Multifamily       Garden
           23.05   Kokomo              Indiana         Howard              46902  Multifamily       Garden
           23.06   Jeffersonville      Indiana         Clark               47130  Multifamily       Garden
           23.07   Mishawaka           Indiana         St. Joseph          46545  Multifamily       Garden
            24
           24.01   Kihei               Hawaii          Maui                96753  Retail            Unanchored
           24.02   Honolulu            Hawaii          Honolulu            96817  Retail            Unanchored
            25     San Jose            California      Santa Clara         95113  Office            Data Center
            26
           26.01   Wilkes-Barre        Pennsylvania    Luzerne             18702  Retail            Anchored
           26.02   Memphis             Tennessee       Shelby              38138  Retail            Anchored
           26.03   Montgomery          Alabama         Montgomery          36117  Retail            Anchored
           26.04   Nashville           Tennessee       Davidson            37228  Retail            Anchored
            27     Las Vegas           Nevada          Clark               89121  Multifamily       Garden
   10       28     Henderson           Nevada          Clark               89012  Retail            Anchored
   11       29
           29.01   Los Angeles         California      Los Angeles         90029  Multifamily       Conventional
           29.02   Los Angeles         California      Los Angeles         90005  Multifamily       Conventional
           29.03   Los Angeles         California      Los Angeles         90057  Multifamily       Conventional
           29.04   Los Angeles         California      Los Angeles         90028  Multifamily       Conventional
           29.05   Los Angeles         California      Los Angeles         90005  Multifamily       Conventional
           29.06   Los Angeles         California      Los Angeles         90004  Multifamily       Conventional
           29.07   Los Angeles         California      Los Angeles         90017  Multifamily       Conventional
   12      29.08   Los Angeles         California      Los Angeles         90006  Multifamily       Conventional
           29.09   Los Angeles         California      Los Angeles         90005  Multifamily       Conventional
           29.10   Los Angeles         California      Los Angeles         90006  Multifamily       Conventional
           29.11   Los Angeles         California      Los Angeles         90029  Multifamily       Conventional
           29.12   Los Angeles         California      Los Angeles         90004  Multifamily       Conventional
            30     Dallas              Texas           Dallas              75209  Other             Car Dealership
            31     Philadelphia        Pennsylvania    Philadelphia        19106  Office            General Urban
   13       32     Webster             Texas           Harris              77598  Retail            Anchored
            33     Sacramento          California      Sacramento          95814  Office            General Urban
 14, 15     34     Honolulu            Hawaii          Honolulu            96814  Retail            Anchored
            35     Austin              Texas           Travis              78727  Office            General Urban
            36
           36.01   Mooresville         North Carolina  Iredell             28117  Multifamily       Garden
           36.02   Charlotte           North Carolina  Mecklenburg         28213  Multifamily       Garden
           36.03   Salisbury           North Carolina  Rowan               28147  Multifamily       Garden
           36.04   Charlotte           North Carolina  Mecklenburg         28213  Multifamily       Garden
           36.05   Lexington           North Carolina  Davidson            27295  Multifamily       Garden
           36.06   Kannapolis          North Carolina  Cabarrus            28027  Multifamily       Garden
            37
           37.01   Concord             North Carolina  Cabarrus            28027  Multifamily       Garden
           37.02   Clemmons            North Carolina  Forsyth             27012  Multifamily       Garden
           37.03   Kannapolis          North Carolina  Cabarrus            28083  Multifamily       Garden
           37.04   Anderson            South Carolina  Anderson            29625  Multifamily       Garden
           37.05   Shelby              North Carolina  Cleveland           28152  Multifamily       Garden
    5       38     Warren              Michigan        Macomb              48093  Industrial        Warehouse
            39     Melville            New York        Suffolk             11747  Office            General Suburban
            40     San Jose            California      Santa Clara         95134  Office            General Suburban
            41     Oakland             California      Alameda             94607  Multifamily       Mid rise
            42     Rockville           Maryland        Montgomery          20850  Office            General Suburban
            43     White Plains        New York        Westchester         10604  Hospitality       Limited Service
            44     Denver              Colorado        Denver              80206  Office            General Suburban
            45     Pembroke Pines      Florida         Broward             33026  Retail            Anchored
            46     Rockville           Maryland        Montgomery          20850  Office            General Suburban
            47     Coral Gables        Florida         Miami-Dade          33134  Office            General Suburban
            48     Santa Monica        California      Los Angeles         90401  Office            General Urban
            49     Savannah            Georgia         Chatham             31406  Retail            Anchored
   15       50     Koloa               Hawaii          Kauai               96756  Retail            Anchored
            51     Arlington           Texas           Tarrant             76014  Multifamily       Garden
            52
           52.01   Appleton            Wisconsin       Outagamie           54911  Hospitality       Full Service
           52.02   Neenah              Wisconsin       Winnebago           54956  Hospitality       Full Service
            53
           53.01   York                Pennsylvania    York                17406  Industrial        Warehouse
           53.02   Madison             Wisconsin       Dane                53718  Industrial        Warehouse
           53.03   Morrow              Georgia         Clayton             30260  Industrial        Warehouse
            54     Albuquerque         New Mexico      Bernillo            87121  Office            General Suburban
            55     West Hollywood      California      Los Angeles         90069  Office            General Urban
            56     Miami               Florida         Miami-Dade          33156  Office            General Suburban
   16       57     McDonough           Georgia         Henry               30253  Industrial        Warehouse
            58     Lake Forest         California      Orange              92630  Retail            Anchored
    5       59     Two Rivers          Wisconsin       Manitowoc           54241  Office            Medical
            60     Berkeley            California      Alameda             94704  Multifamily       Student Housing
    5       61     Glenview            Illinois        Cook                60025  Multifamily       Mid rise
            62     Pleasant Hill       California      Contra Costa        94523  Hospitality       Limited Service
            63
           63.01   Eden Prairie        Minnesota       Hennepin            55344  Industrial        Warehouse
           63.02   Eagan               Minnesota       Dakota              55121  Industrial        Warehouse
           63.03   Edina               Minnesota       Hennepin            55439  Industrial        Warehouse
           63.04   Edina               Minnesota       Hennepin            55439  Industrial        Warehouse
            64     Addison             Texas           Dallas              75001  Retail            Shadow Anchored
    5       65     Hartford            Wisconsin       Washington          53027  Office            Medical
            66     Norwood             Massachusetts   Norfolk             02062  Office            General Suburban
            67     Aiea                Hawaii          Honolulu            96701  Mixed Use         Office/Lab
            68     Irving              Texas           Dallas              75038  Multifamily       Garden
            69     Austin              Texas           Travis              78744  Mixed Use         Office/Warehouse
            70     Schaumburg          Illinois        Cook                60173  Office            General Suburban
            71     Hartford            Connecticut     Hartford            06106  Office            General Urban
            72     Durham              North Carolina  Durham              27703  Office            General Suburban
            73     Scottsdale          Arizona         Maricopa            85251  Hospitality       Limited Service
            74
           74.01   Manchester          Connecticut     Hartford            06042  Industrial        Industrial / Warehouse w/ Office
           74.02   Manchester          Connecticut     Hartford            06042  Industrial        Industrial / Warehouse w/ Office
           74.03   Manchester          Connecticut     Hartford            06042  Industrial        Industrial / Warehouse w/ Office
           74.04   Manchester          Connecticut     Hartford            06042  Industrial        Industrial / Warehouse w/ Office
           74.05   Manchester          Connecticut     Hartford            06042  Industrial        Industrial / Warehouse w/ Office
           74.06   Manchester          Connecticut     Hartford            06042  Industrial        Industrial / Warehouse w/ Office
           74.07   Manchester          Connecticut     Hartford            06042  Industrial        Industrial / Warehouse w/ Office
    5       75     Sanford             Florida         Seminole            32771  Multifamily       Garden
            76     Augusta             Georgia         Richmond            30904  Hospitality       Full Service
            77     Kihei               Hawaii          Maui                96753  Retail            Unanchored
            78     Plano               Texas           Collin              75023  Multifamily       Other  Multifamily
 15, 17     79     Portland            Oregon          Multnomah           97220  Hospitality       Full Service
            80     Clifton             New Jersey      Passaic             07012  Office            General Suburban
            81     Bridgewater         New Jersey      Somerset            08807  Hospitality       Limited Service
            82     Pleasanton          California      Alameda             94588  Hospitality       Limited Service
   10       83     Kansas City         Missouri        Platte              64151  Retail            Shadow Anchored
            84     Raleigh             North Carolina  Wake                27616  Multifamily       Garden
            85     Houston             Texas           Harris              77027  Office            General Suburban
            86     Colorado Springs    Colorado        El Paso             80920  Office            General Suburban
   15       87     Wilmington          Delaware        New Castle          19808  Office
            88     Columbus            Ohio            Delaware            43240  Office            General Suburban
            89     Charlotte           North Carolina  Mecklenburg         28217  Office            General Suburban
            90     Philadelphia        Pennsylvania    Philadelphia        19114  Mixed Use         Office/Retail/Hospitality
            91     Lawrenceville       Georgia         Gwinnett            30044  Multifamily       Garden
            92     Gaithersburg        Maryland        Montgomery          20877  Hospitality       Limited Service
            93     Lafayette           California      Contra Costa        94549  Multifamily       Garden
            94     Mesa                Arizona         Maricopa            85208  Office            General Suburban
            95     Shreveport          Louisiana       Caddo               71105  Retail            Unanchored
            96     Columbia            Maryland        Howard              21046  Office            General Suburban
            97     Melville            New York        Suffolk             11747  Office            General Suburban
            98     Augusta             Georgia         Richmond            30901  Mixed Use         Office/Residential
            99     Charlotte           North Carolina  Mecklenburg         28202  Hospitality       Full Service
   15       100    Charlotte           North Carolina  Mecklenburg         28277  Office            General Suburban
            101    Tustin              California      Orange              92780  Retail            Unanchored
            102    Henderson           Nevada          Clark               89074  Office            General Suburban
            103
          103.01   Redwood City        California      San Mateo           94063  Multifamily       Garden
          103.02   Redwood City        California      San Mateo           94061  Multifamily       Garden
          103.03   Redwood City        California      San Mateo           94062  Multifamily       Garden
          103.04   Redwood City        California      San Mateo           94063  Multifamily       Garden
          103.05   Redwood City        California      San Mateo           94063  Multifamily       Garden
          103.06   Redwood City        California      San Mateo           94063  Multifamily       Garden
          103.07   Menlo Park          California      San Mateo           94025  Multifamily       Garden
            104    Glendale            Arizona         Maricopa            85302  Retail            Anchored
            105    Raleigh             North Carolina  Wake                27607  Office            General Suburban
    5       106    Burbank             California      Los Angeles         91505  Office            General Urban
            107    Berkeley            California      Alameda             94704  Multifamily       Student Housing
            108    Stamford            Connecticut     Fairfield           06901  Office            General Urban
            109
          109.01   Brooklyn Park       Minnesota       Hennepin            55428  Industrial        Warehouse
          109.02   Brooklyn Park       Minnesota       Hennepin            55428  Industrial        Warehouse
          109.03   Brooklyn Park       Minnesota       Hennepin            55428  Industrial        Warehouse
            110    Lawrenceville       New Jersey      Mercer              08648  Office            Medical
            111    Lebanon             New Hampshire   Grafton             03766  Retail            Anchored
            112    New Canaan          Connecticut     Fairfield           06840  Mixed Use         Retail/Office
            113    Carrollton          Texas           Dallas              75006  Multifamily       Garden
            114    Bakersfield         California      Kern                93309  Office            General Suburban
   15       115    Charlotte           North Carolina  Mecklenburg         28277  Office            General Suburban
            116    Jacksonville        Florida         Duval               32225  Multifamily       Garden
            117
          117.01   Bryan               Texas           Brazos              77802  Self-Storage      Self-Storage
          117.02   Odessa              Texas           Ector               79762  Self-Storage      Self-Storage
          117.03   San Angelo          Texas           Tom Green           76901  Self-Storage      Self-Storage
            118    Ft Lauderdale       Florida         Broward             33305  Other             Ground Lease
    5       119    Charlotte           North Carolina  Mecklenburg         28203  Mixed Use         Office/Retail
            120    Lorton              Virginia        Fairfax             22079  Hospitality       Limited Service
            121    Knoxville           Tennessee       Knox                37922  Retail            Anchored
            122    Englewood           Colorado        Arapahoe            80111  Office            General Suburban
            123    New Port Richey     Florida         Pasco               34653  Mobile Home Park  General, suburban
            124    Titusville          Florida         Brevard             32780  Hospitality       Limited Service
 15, 18     125    Woodhaven           Michigan        Wayne               48183  Retail            Anchored
            126    Arvada              Colorado        Jefferson           80007  Retail            Anchored
    5       127
          127.01   Westminster         Colorado        Jefferson           80031  Self-Storage      Self-Storage
          127.02   Centennial          Colorado        Arapahoe            80112  Self-Storage      Self-Storage
            128    Tempe               Arizona         Maricopa            85281  Industrial        Industrial / Warehouse w/ Office
            129    Beverly Hills       California      Los Angeles         90210  Retail            Unanchored
            130    Denver              Colorado        Denver              80206  Office            General Urban
   19       131    Charlotte           North Carolina  Mecklenburg         28208  Office            General Suburban
            132    Clermont            Florida         Lake                34711  Retail            Shadow Anchored
    5       133    Neenah              Wisconsin       Winnebago           54956  Office            Medical
            134    Broomfield          Colorado        Broomfield          80020  Retail            Shadow Anchored
            135    Frisco              Colorado        Summit              80443  Office            General Suburban
            136    Stafford            Virginia        Stafford            22554  Retail            Anchored
   20       137    Charlotte           North Carolina  Mecklenburg         28217  Hospitality       Limited Service
            138    Cypress             California      Orange              90630  Retail            Shadow Anchored
            139    Herndon             Virginia        Fairfax             20171  Self-Storage      Self-Storage
            140    Buchanan            Wisconsin       Outagamie           54915  Retail            Anchored
            141    Phoenix             Arizona         Maricopa            85041  Retail            Shadow Anchored
            142    Carbondale          Illinois        Jackson             62901  Hospitality       Limited Service
            143    Kansas City         Missouri        Clay                64117  Retail            Anchored
    5       144    Las Vegas           Nevada          Clark               89121  Retail            Unanchored
            145    Houston             Texas           Harris              77027  Office            General Suburban
            146    Sandy Springs       Georgia         Fulton              30350  Office            General Suburban
            147
          147.01   Pasadena            California      Los Angeles         91106  Office            General Urban
          147.02   Pasadena            California      Los Angeles         91101  Office            General Suburban
            148    Yuba City           California      Sutter              95991  Retail            Anchored
            149    Stony Brook         New York        Suffolk             11790  Office            Medical
            150    Fort Wayne          Indiana         Allen               46835  Retail            Anchored
            151    Arlington           Texas           Tarrant             76015  Retail            Anchored
            152    Grants Pass         Oregon          Josephine           97526  Retail            Anchored
            153    Colorado Springs    Colorado        El Paso             80906  Hospitality       Limited Service
    9       154    Poway               California      San Diego           92064  Office            General Suburban
            155    Asheville           North Carolina  Buncombe            28806  Hospitality       Limited Service
            156
          156.01   Lexington           Kentucky        Fayette             40503  Retail            Single Tenant
          156.02   Frankfort           Kentucky        Franklin            40601  Retail            Shadow Anchored
            157    Wheaton             Maryland        Montgomery          20902  Office            General Suburban
            158    Landover            Maryland        Prince George's     20785  Industrial        Warehouse
            159    Roseville           Minnesota       Ramsey              55113  Industrial        Warehouse
            160    Houston             Texas           Harris              77030  Retail            Single Tenant
            161    North Brunswick     New Jersey      Middlesex           08902  Self-Storage      Self-Storage
            162    Houston             Texas           Harris              77079  Retail            Single Tenant
            163    Sterling            Virginia        Loudoun             20166  Industrial        Industrial / Warehouse w/ Office
            164    Littleton           Colorado        Arapahoe            80123  Retail            Shadow Anchored
    9       165    Kent                Washington      King                98030  Retail            Single Tenant
            166    Charlotte           North Carolina  Mecklenburg         28277  Office            Medical
            167    Chesapeake          Virginia        Chesapeake City     23320  Industrial        Warehouse
    5       168    Delray Beach        Florida         Palm Beach          33445  Industrial        Industrial / Warehouse w/ Office
            169
          169.01   Van Nuys            California      Los Angeles         91405  Multifamily       Garden
          169.02   Winnetka            California      Los Angeles         91306  Multifamily       Garden
            170    Gastonia            North Carolina  Gaston              28052  Hospitality       Limited Service
            171    Franklin            Tennessee       Williamson          37064  Self-Storage      Self-Storage
            172    Searcy              Arkansas        White               72143  Hospitality       Limited Service
            173    Algonquin           Illinois        McHenry             60102  Retail            Shadow Anchored
            174    Palmhurst           Texas           Hidalgo             78573  Retail            Shadow Anchored
            175    Victoria            Texas           Victoria            77904  Retail            Anchored
    9       176    Las Vegas           Nevada          Clark               89156  Retail            Shadow Anchored
            177
          177.01   Atlanta             Georgia         Fulton              30336  Industrial        Warehouse
          177.02   Atlanta             Georgia         Fulton              30336  Industrial        Warehouse
          177.03   Atlanta             Georgia         Fulton              30336  Industrial        Warehouse
            178
          178.01   Randleman           North Carolina  Randolph            27317  Retail            Single Tenant
          178.02   Mexico              Maine           Oxford              04257  Retail            Single Tenant
          178.03   South Paris         Maine           Oxford              04281  Retail            Single Tenant
          178.04   Danville            Virginia        Danville            24540  Retail            Single Tenant
            179    Arlington           Texas           Tarrant             76015  Retail            Shadow Anchored
            180    Orlando             Florida         Orange              32804  Office            General Suburban
            181    Oakland             California      Alameda             94609  Self-Storage      Self-Storage
            182    Holiday             Florida         Pasco               34691  Office            General Suburban
    5       183    Reno                Nevada          Washoe              89523  Retail            Single Tenant
   21       184    Jacksonville        Florida         Duval               32246  Office            General Suburban
            185    Fort Lauderdale     Florida         Broward             33308  Office            General Suburban
    5       186    Woodland Park       Colorado        Teller              80863  Office            General Suburban
            187    Henderson           Nevada          Clark               89052  Retail            Shadow Anchored
            188    Louisville          Kentucky        Jefferson           40243  Retail            Shadow Anchored
            189    Appleton            Wisconsin       Calumet             54915  Office            General Suburban
            190    Denver              Colorado        Arapahoe            80012  Multifamily       Garden
   22       191    West Hollywood      California      Los Angeles         90069  Retail            Single Tenant
            192    Grand Rapids        Michigan        Kent                49508  Multifamily       Garden
            193    Charlotte           North Carolina  Mecklenburg         28204  Office            General Urban
            194    Lancaster           South Carolina  Lancaster           29720  Office            Medical
            195    Springboro          Ohio            Warren              45066  Multifamily       Garden
            196    Winter Park         Florida         Orange              32789  Retail            Unanchored
            197    Sachse              Texas           Dallas              75048  Retail            Single Tenant
    9       198    North Las Vegas     Nevada          Clark               89084  Retail            Shadow Anchored
            199    Reno                Nevada          Washoe              89511  Industrial        Warehouse
            200    Lancaster           California      Los Angeles         93534  Office            General Suburban
            201    Reno                Nevada          Washoe              89511  Industrial        Warehouse


          CONTROL                                                                                            NUMBER OF       UNIT
FOOTNOTE  NUMBER                  YEAR BUILT                                 YEAR RENOVATED                    UNITS     DESCRIPTION
- ------------------------------------------------------------------------------------------------------------------------------------

    2        1                                                                                                1,751,110  sf
           1.01                      1971                                         2006                        1,723,085  sf
           1.02                      1973                                         2005                           28,025  sf
    3        2                       1983                                      2000-2006                      1,005,330  sf
  4, 5       3                                                                                                3,521,766  sf
           3.01                      1967                                         1992                          234,969  sf
           3.02                      1964                                      1993, 1999                       222,060  sf
           3.03                      1955                                         1999                          211,292  sf
           3.04                      1969                                      1999, 2001                       143,447  sf
           3.05                      1971                                         1995                          185,791  sf
           3.06                      1956                                         1991                          136,368  sf
           3.07                      1965                                         2002                          167,729  sf
           3.08                      1967                                         1988                          150,000  sf
           3.09                      1985                                         NAP                            99,539  sf
           3.10                      1978                                         NAP                           153,500  sf
           3.11                      1965                                         1995                          105,573  sf
           3.12                      1967                                         1996                          122,160  sf
           3.13                      1982                                         NAP                           107,710  sf
           3.14                      2000                                         NAP                            91,200  sf
           3.15                      1956                                         1998                          122,901  sf
           3.16                      1959                                         1990                           62,202  sf
           3.17                      1977                                      1999, 2004                        85,910  sf
           3.18                      1970                                         2000                           97,220  sf
           3.19                      1983                                         NAP                            87,402  sf
           3.20                      1983                                         NAP                            73,035  sf
           3.21                      1985                                         1999                           53,585  sf
           3.22                      1980                                         NAP                            64,453  sf
           3.23                      1979                                         NAP                            72,987  sf
           3.24                      1961                                         1990                           73,000  sf
           3.25                      1972                                         1993                           71,508  sf
           3.26                      1965                                         1999                           60,000  sf
           3.27                      1964                                         1993                           60,005  sf
           3.28                      1979                                         NAP                            62,898  sf
           3.29                      1985                                         NAP                            51,995  sf
           3.30                      1961                                         1987                           62,165  sf
           3.31                      1974                                         1996                           56,697  sf
           3.32                      1968                                         1986                           44,165  sf
           3.33                      1969                                         1986                           42,466  sf
           3.34                      1956                                         1991                           49,600  sf
           3.35                      1960                                         2000                           14,334  sf
           3.36                      1977                                         NAP                            21,900  sf
             4                       1988                                         NAP                           250,731  sf
             5                                                                                                1,178,081  sf
           5.01                      2001                                         NAP                           298,429  sf
           5.02                      2006                                         NAP                           300,218  sf
           5.03                      1988                                         NAP                           198,789  sf
           5.04                      1984                                         2000                          235,958  sf
           5.05                      1986                                         1999                          144,687  sf
  6, 7       6                                                                                                2,548,655  sf
           6.01                      1985                                         NAP                           946,115  sf
           6.02                      1976                                         NAP                         1,468,514  sf
           6.03                      1974                                         NAP                           134,026  sf
             7                       1974                                         1995                          240,149  sf
    5        8                       1992                                         NAP                           485,922  sf
    8        9                       1930                                      1986-2005                      3,448,680  sf
            10                                                                                                1,018,982  sf
           10.01                     1988                                         NAP                            96,636  sf
           10.02                     2000                                         NAP                            67,455  sf
           10.03                     1984                                         NAP                           108,976  sf
           10.04                     1985                                         NAP                           109,678  sf
           10.05                     1983                                         NAP                            71,076  sf
           10.06                     1986                                         NAP                            73,572  sf
           10.07                     1988                                         NAP                            68,802  sf
           10.08                     1987                                         NAP                            69,072  sf
           10.09                     1989                                         NAP                           105,895  sf
           10.10                     1986                                         NAP                            57,409  sf
           10.11                     1988                                         NAP                            57,379  sf
           10.12                     1986                                         NAP                            57,140  sf
           10.13                     1985                                         NAP                            37,946  sf
           10.14                     1985                                         NAP                            37,946  sf
            11                       1985                                         2004                              390  Rooms
            12                       1999                                         NAP                           509,430  sf
            13                                                                                                  875,670  sf
           13.01                     1989                                         NAP                           372,327  sf
           13.02                     1988                                         NAP                           166,041  sf
           13.03                     1987                                         NAP                            85,490  sf
           13.04                     1980                                         1996                           78,819  sf
           13.05                     1991                                         NAP                           112,000  sf
           13.06                     1979                                         1997                           60,993  sf
            14                       1990                                         1996                          660,223  sf
            15     1962, 1968, 1977, 1993, 1994, 1999, 2000                       2006                          762,412  sf
            16                                                                                                  528,232  sf
           16.01                     1985                                         NAP                           401,988  sf
           16.02                     2001                                         NAP                           126,244  sf
            17                                                                                                  653,340  sf
           17.01                     2003                                         NAP                           108,890  sf
           17.02                     2004                                         NAP                           108,890  sf
           17.03                     2004                                         NAP                           108,890  sf
           17.04                     2004                                         NAP                           108,890  sf
           17.05                     2004                                         NAP                           108,890  sf
           17.06                     2005                                         NAP                           108,890  sf
            18                       1983                                   2002, 2005-2006                         521  Rooms
    9       19                       2006                                         NAP                           432,783  sf
            20                       1988                                         NAP                           256,009  sf
            21                       2000                                         NAP                           300,000  sf
            22                       1982                                         2004                          466,007  sf
            23                                                                                                    1,346  Units
           23.01                     2001                                         NAP                               268  Units
           23.02                     1974                                         NAP                               188  Units
           23.03                     1991                                         NAP                               208  Units
           23.04                     1984                                         2002                              192  Units
           23.05                     1964                                         1990                              176  Units
           23.06                     1971                                         2006                              182  Units
           23.07                     1967                                         1998                              132  Units
            24                                                                                                  291,144  sf
           24.01                     1971                                         1991                          137,051  sf
           24.02                     1960                                         2002                          154,093  sf
            25                       1987                                         1999                          179,761  sf
            26                                                                                                  376,004  sf
           26.01   1987, 1989, 1991, 1996, 2000, 2001, 2006                       NAP                           177,109  sf
           26.02                     2005                                         NAP                            58,570  sf
           26.03                     1969                                         NAP                            98,655  sf
           26.04                     1998                                         NAP                            41,670  sf
            27                       1988                                         1992                              524  Units
   10       28                     2005-2006                                      NAP                           171,485  sf
   11       29                                                                                                      557  Units
           29.01                     1927                                         1988                               60  Units
           29.02                     1926                                         1987                               70  Units
           29.03                     1929                                         1988                               70  Units
           29.04                     1929                                         1986                               45  Units
           29.05                     1930                                         1987                               40  Units
           29.06                     1928                                         NAP                                50  Units
           29.07                     1913                                         1987                               45  Units
   12      29.08                     1925                                         1988                               44  Units
           29.09                     1926                                         1987                               41  Units
           29.10                     1922                                         1989                               34  Units
           29.11                     1928                                         NAP                                29  Units
           29.12                     1925                                         NAP                                29  Units
            30                     2005-2006                                      NAP                           544,461  sf
            31                       1927                                         1991                          466,725  sf
   13       32                     1995-1996                                      NAP                           236,854  sf
            33                       1982                                         NAP                           178,735  sf
 14, 15     34         1968 (office), 1974-1975 (retail)     1991, 2006 (retail); 1991, 1999, 2005 (office)     159,490  sf
            35                       2000                                         2001                          256,737  sf
            36                                                                                                      834  Units
           36.01                     1999                                         NAP                               201  Units
           36.02                     2002                                         NAP                               186  Units
           36.03                     1998                                         NAP                               171  Units
           36.04                     2002                                         NAP                               108  Units
           36.05                     2002                                         NAP                                88  Units
           36.06                     1999                                         NAP                                80  Units
            37                                                                                                      849  Units
           37.01                     1999                                         NAP                               219  Units
           37.02                     2003                                         NAP                               192  Units
           37.03                     1999                                         NAP                               153  Units
           37.04                     1999                                         NAP                               165  Units
           37.05                     2003                                         NAP                               120  Units
    5       38                       1941                                         2002                        1,251,571  sf
            39                       1955                                         1998                          166,502  sf
            40                       1983                                         NAP                           305,920  sf
            41                       2006                                         NAP                               104  Units
            42                       2000                                         NAP                           121,011  sf
            43                       1999                                         NAP                               159  Rooms
            44                 1959, 2000, 2005                                   1998                          101,725  sf
            45                       1994                                         NAP                           276,874  sf
            46                       2001                                         NAP                           102,647  sf
            47                       1971                                         2006                          164,848  sf
            48                       1987                                         NAP                            47,999  sf
            49                       1969                                         2006                          181,729  sf
   15       50                       1985                                         NAP                            40,802  sf
            51                       1998                                         NAP                               444  Units
            52                                                                                                      495  Rooms
           52.01                     1982                                         2003                              388  Rooms
           52.02                     1970                                         2003                              107  Rooms
            53                                                                                                1,137,461  sf
           53.01                     2000                                         NAP                           340,000  sf
           53.02                  1981, 2001                                      NAP                           283,000  sf
           53.03                     1972                                         NAP                           514,461  sf
            54                       2006                                         NAP                           197,298  sf
            55                       1927                                         1998                           42,489  sf
            56                       1989                                         1997                          105,137  sf
   16       57                       1998                                         NAP                           785,790  sf
            58                       1972                                         1996                          119,741  sf
    5       59                       2005                                         NAP                            99,266  sf
            60                       2006                                         NAP                                74  Units
    5       61                       1987                                         2006                              112  Units
            62                       2002                                         NAP                               142  Rooms
            63                                                                                                  230,271  sf
           63.01                     1997                                         NAP                            90,704  sf
           63.02                     1998                                         NAP                            76,520  sf
           63.03                     1972                                         NAP                            31,867  sf
           63.04                     1972                                         NAP                            31,180  sf
            64                       1979                                         1990                          161,826  sf
    5       65                       2006                                         NAP                            88,390  sf
            66                       1980                                         2006                          166,574  sf
            67                       1975                                         NAP                            75,453  sf
            68                       1984                                         2004                              334  Units
            69                       2000                                         NAP                           372,125  sf
            70                       1984                                         2001                          156,065  sf
            71                       1986                                         2001                          229,303  sf
            72                       1999                                         2000                          177,000  sf
            73                       1998                                         NAP                               164  Rooms
            74                                                                                                  310,540  sf
           74.01                     1985                                         NAP                            68,756  sf
           74.02                     1968                                         1982                           63,000  sf
           74.03                     1980                                         NAP                            52,370  sf
           74.04                     1987                                         NAP                            52,000  sf
           74.05                     1987                                         2004                           45,000  sf
           74.06                     1985                                         2001                           16,000  sf
           74.07                     1976                                         NAP                            13,414  sf
    5       75                       1985                                         2006                              256  Units
            76                       1892                                         2006                              145  Rooms
            77                       1945                                         2002                           43,713  sf
            78                       1981                                         2006                              286  Units
 15, 17     79                       1974                                         2006                              213  Rooms
            80                       1983                                         NAP                           164,034  sf
            81                       1998                                         NAP                               128  Rooms
            82                       1999                                         NAP                               128  Rooms
   10       83                       2006                                         NAP                            56,789  sf
            84                       1999                                         NAP                               244  Units
            85                       1977                                         1988                          155,146  sf
            86                       2000                                         NAP                            98,904  sf
   15       87                       1974                                         1991                          105,066  sf
            88                       1999                                         NAP                           155,500  sf
            89                 1982, 1984, 1986                                1998-2006                        186,822  sf
            90                       2001                                         NAP                            52,594  sf
            91                       1984                                      1996-2005                            300  Units
            92                       1998                                         NAP                               140  Rooms
            93                       2001                                         NAP                                75  Units
            94                       1994                                         1997                          125,369  sf
            95                       2005                                         NAP                            59,621  sf
            96                    2001, 2006                                      NAP                            86,019  sf
            97                       1990                                         NAP                           100,361  sf
            98                       1845                                         2006                          170,907  sf
            99                       1989                                         2006                              296  Rooms
   15       100                      2005                                         NAP                            86,279  sf
            101                      2006                                         NAP                            75,983  sf
            102                      1995                                         NAP                            46,737  sf
            103                                                                                                     109  Units
          103.01                     1959                                         2002                               36  Units
          103.02                     1960                                         2005                               17  Units
          103.03                     1957                                         2006                               15  Units
          103.04                     1951                                         2005                                9  Units
          103.05                     1964                                         2006                               12  Units
          103.06                     1960                                         2005                               12  Units
          103.07                     1948                                         2006                                8  Units
            104                      1981                                         2004                          103,612  sf
            105                      2006                                         NAP                            83,486  sf
    5       106                      1991                                         NAP                            41,991  sf
            107                      2002                                         NAP                                60  Units
            108                      1927                                      2002, 2004                        82,676  sf
            109                                                                                                 215,599  sf
          109.01                     1996                                         NAP                            79,958  sf
          109.02                     2000                                         NAP                            75,859  sf
          109.03                     1995                                         NAP                            59,782  sf
            110                      1975                                         2006                           65,679  sf
            111                      1997                                         2005                           59,585  sf
            112                      1850                                         2006                           21,201  sf
            113                      1981                                         2005                              320  Units
            114                      1984                                         NAP                            76,223  sf
   15       115                      2005                                         NAP                            72,310  sf
            116                      1994                                         NAP                               224  Units
            117                                                                                                   1,912  Units
          117.01                     1996                                         2002                              717  Units
          117.02                     1998                                         2000                              638  Units
          117.03                     1998                                         2001                              557  Units
            118                       NAP                                         NAP                           296,796  sf
    5       119                      1904                                         2003                           78,539  sf
            120                      1996                                         2006                              129  Rooms
            121                1986, 1988, 1990                                   NAP                            95,787  sf
            122                   1974, 1980                                      1999                          116,907  sf
            123                      1972                                         2004                              249  Pads
            124                      2004                                         NAP                                86  Rooms
 15, 18     125                1999, 2001, 2006                                   NAP                            80,427  sf
            126                    2002-2004                                      NAP                            90,769  sf
    5       127                                                                                                   1,415  Units
          127.01                     1984                                         2000                              711  Units
          127.02                     2000                                         2003                              704  Units
            128                      1984                                         NAP                           118,783  sf
            129                      1923                                         1998                            9,443  sf
            130                      1963                                         2005                           29,679  sf
   19       131                1999, 2000, 2006                                   NAP                           156,793  sf
            132                    2005-2006                                      NAP                            39,510  sf
    5       133                      2005                                         NAP                            38,390  sf
            134                      1983                                         NAP                            85,186  sf
            135                 1976-1978, 1983                                   2004                           56,743  sf
            136                      1988                                         NAP                            79,623  sf
   20       137                      1989                                         2003                              135  Rooms
            138                      2006                                         NAP                            12,028  sf
            139                      1999                                         2006                              896  Units
            140                      2006                                         NAP                            73,437  sf
            141                      2006                                         NAP                            84,518  sf
            142                      2000                                         NAP                                80  Rooms
            143                      2001                                         NAP                            81,617  sf
    5       144                      1975                                         2005                           39,492  sf
            145                      1975                                         NAP                            78,916  sf
            146                      1985                                      2001, 2003                        92,039  sf
            147                                                                                                  39,653  sf
          147.01                     1977                                         2006                           33,653  sf
          147.02                     1950                                         NAP                             6,000  sf
            148                      1973                                         2005                           30,498  sf
            149                      2004                                         NAP                            34,800  sf
            150                      2003                                         2006                           61,683  sf
            151                      2006                                         NAP                            79,487  sf
            152              1994-1995, 1998-2001                                 NAP                            95,661  sf
            153                      1985                                         2005                              111  Rooms
    9       154                      2005                                         NAP                            32,103  sf
            155                      1999                                         2006                               92  Rooms
            156                                                                                                  56,260  sf
          156.01                     2006                                         NAP                            14,490  sf
          156.02                     1985                                      2003, 2004                        41,770  sf
            157                      1981                                         2003                           48,986  sf
            158                      1974                                         NAP                           126,201  sf
            159                      1995                                         NAP                            74,094  sf
            160                                                                   NAP                            39,243  sf
            161                      2001                                         NAP                               584  Units
            162                      2005                                         NAP                            13,013  sf
            163                      1987                                         NAP                            43,720  sf
            164                   1977, 1980                                      NAP                            62,350  sf
    9       165                      2006                                         NAP                            11,180  sf
            166                      2006                                         NAP                            25,682  sf
            167                   1984, 2000                                      NAP                            94,500  sf
    5       168                      1987                                         2006                           50,489  sf
            169                                                                                                      69  Units
          169.01                     1965                                         NAP                                44  Units
          169.02                     1988                                         NAP                                25  Units
            170                      2005                                         NAP                                81  Rooms
            171                      2004                                         2006                              513  Units
            172                      1986                                         2005                              105  Rooms
            173                      2005                                         NAP                            59,501  sf
            174                      2005                                         NAP                            23,625  sf
            175                      1980                                         1998                           96,569  sf
    9       176                      2006                                         NAP                            12,900  sf
            177                                                                                                 245,213  sf
          177.01                     1972                                         NAP                           100,000  sf
          177.02                     1970                                         NAP                            93,113  sf
          177.03                     1973                                         NAP                            52,100  sf
            178                                                                                                  28,000  sf
          178.01                     2005                                         NAP                             7,000  sf
          178.02                     2004                                         NAP                             7,000  sf
          178.03                     2005                                         NAP                             7,000  sf
          178.04                     2006                                         NAP                             7,000  sf
            179                      2004                                         NAP                            17,343  sf
            180                      1982                                         2002                           33,200  sf
            181                      1920                                         1969                              403  Units
            182                   1971, 1975                                      2006                           52,774  sf
    5       183                      1998                                         NAP                             3,542  sf
   21       184                      2005                                         NAP                             7,013  sf
            185                      1971                                      2005-2006                         22,076  sf
    5       186                      1998                                         NAP                            35,578  sf
            187                      2005                                         NAP                            11,383  sf
            188                      2006                                         NAP                            66,958  sf
            189                      2005                                         NAP                            21,962  sf
            190                      1971                                         NAP                               119  Units
   22       191                      1938                                         2002                            5,031  sf
            192                      1969                                         NAP                               121  Units
            193                      2004                                         NAP                            12,706  sf
            194                      1986                                         2006                           41,155  sf
            195                      1994                                         NAP                               120  Units
            196                   1937, 1946                                   2002-2004                         11,205  sf
            197                      2006                                         NAP                             7,891  sf
    9       198                      2006                                         NAP                             3,725  sf
            199                      1990                                         NAP                            27,838  sf
            200                      2001                                         NAP                            14,871  sf
            201                      1990                                         NAP                            23,618  sf


                                                                                                 % OF
                                                              CUT-OFF DATE   ALLOCATED CUT-OFF  INITIAL
          CONTROL                  LOAN PER     ORIGINAL      BALANCE AS OF     DATE BALANCE      POOL   INTEREST  ADMINISTRATIVE
FOOTNOTE  NUMBER   LOAN PURPOSE     UNIT        BALANCE        MARCH 2007    (MULTI-PROPERTY)   BALANCE    RATE          FEE
- ---------------------------------------------------------------------------------------------------------------------------------

    2        1     Acquisition       $365.77  $640,500,000  $640,500,000.00                      9.7%     5.5990%     0.02033%
           1.01                                                                $580,000,000.00
           1.02                                                                 $60,500,000.00
    3        2     Refinance         $348.14  $350,000,000  $350,000,000.00    $350,000,000.00   5.3%     5.4550%     0.02033%
  4, 5       3     Refinance          $86.60  $305,000,000  $305,000,000.00                      4.6%     5.5460%     0.02033%
           3.01                                                                 $28,689,418.00
           3.02                                                                 $20,729,854.00
           3.03                                                                 $18,368,225.00
           3.04                                                                 $15,656,725.00
           3.05                                                                 $14,344,709.00
           3.06                                                                 $12,857,757.00
           3.07                                                                 $10,321,193.00
           3.08                                                                 $10,321,193.00
           3.09                                                                 $10,146,258.00
           3.10                                                                  $9,796,387.00
           3.11                                                                  $9,009,177.00
           3.12                                                                  $8,834,241.00
           3.13                                                                  $8,659,306.00
           3.14                                                                  $8,659,306.00
           3.15                                                                  $8,309,435.00
           3.16                                                                  $7,609,693.00
           3.17                                                                  $7,347,290.00
           3.18                                                                  $7,172,354.00
           3.19                                                                  $6,822,484.00
           3.20                                                                  $6,822,484.00
           3.21                                                                  $6,297,677.00
           3.22                                                                  $6,122,742.00
           3.23                                                                  $5,597,935.00
           3.24                                                                  $5,597,935.00
           3.25                                                                  $5,597,935.00
           3.26                                                                  $5,510,467.00
           3.27                                                                  $5,335,532.00
           3.28                                                                  $5,248,064.00
           3.29                                                                  $5,160,597.00
           3.30                                                                  $4,635,790.00
           3.31                                                                  $4,635,790.00
           3.32                                                                  $3,586,177.00
           3.33                                                                  $3,411,242.00
           3.34                                                                  $3,061,371.00
           3.35                                                                  $3,061,371.00
           3.36                                                                  $1,661,886.00
             4     Refinance         $997.08  $250,000,000  $250,000,000.00    $250,000,000.00   3.8%     5.6400%     0.02033%
             5     Acquisition       $200.24  $235,900,000  $235,900,000.00                      3.6%     5.6470%     0.02033%
           5.01                                                                 $76,000,000.00
           5.02                                                                 $70,000,000.00
           5.03                                                                 $39,000,000.00
           5.04                                                                 $27,400,000.00
           5.05                                                                 $23,500,000.00
  6, 7       6     Acquisition        $81.45  $207,600,000  $207,600,000.00                      3.2%     6.0440%     0.02033%
           6.01                                                                $101,301,531.73
           6.02                                                                 $74,442,997.81
           6.03                                                                 $31,855,470.46
             7     Acquisition       $832.82  $200,000,000  $200,000,000.00    $200,000,000.00   3.0%     6.2000%     0.02033%
    5        8     Acquisition       $362.20  $176,000,000  $176,000,000.00    $176,000,000.00   2.7%     6.1210%     0.02033%
    8        9     Refinance         $101.49  $175,000,000  $175,000,000.00    $175,000,000.00   2.7%     5.5725%     0.02033%
            10     Refinance         $143.77  $146,500,000  $146,500,000.00                      2.2%     5.4300%     0.02033%
           10.01                                                                $18,578,000.00
           10.02                                                                $13,533,000.00
           10.03                                                                $12,882,000.00
           10.04                                                                $12,477,000.00
           10.05                                                                $12,012,000.00
           10.06                                                                $11,812,000.00
           10.07                                                                $11,692,000.00
           10.08                                                                $11,291,000.00
           10.09                                                                $10,208,000.00
           10.10                                                                 $8,488,000.00
           10.11                                                                 $8,408,000.00
           10.12                                                                 $8,008,000.00
           10.13                                                                 $3,717,000.00
           10.14                                                                 $3,394,000.00
            11     Refinance     $358,974.36  $140,000,000  $140,000,000.00    $140,000,000.00   2.1%     5.7500%     0.02033%
            12     Refinance         $274.82  $140,000,000  $140,000,000.00    $140,000,000.00   2.1%     5.7400%     0.02033%
            13     Acquisition       $152.45  $133,500,000  $133,500,000.00                      2.0%     5.7490%     0.02033%
           13.01                                                                $65,900,000.00
           13.02                                                                $19,857,000.00
           13.03                                                                $15,970,000.00
           13.04                                                                $11,915,000.00
           13.05                                                                $10,051,000.00
           13.06                                                                 $9,807,000.00
            14     Acquisition       $163.58  $108,000,000  $108,000,000.00    $108,000,000.00   1.6%     5.6110%     0.02033%
            15     Refinance         $141.47  $108,000,000  $107,857,094.27    $107,857,094.27   1.6%     6.0420%     0.02033%
            16     Acquisition       $203.04  $107,250,000  $107,250,000.00                      1.6%     6.4180%     0.02033%
           16.01                                                                $65,000,000.00
           16.02                                                                $42,250,000.00
            17     Refinance         $160.50  $105,000,000  $104,860,895.37                      1.6%     6.0300%     0.02033%
           17.01                                                                $19,240,530.22
           17.02                                                                $17,556,987.54
           17.03                                                                $17,316,476.60
           17.04                                                                $17,316,476.60
           17.05                                                                $17,316,476.60
           17.06                                                                $16,113,947.83
            18     Acquisition   $186,180.42   $97,000,000   $97,000,000.00     $97,000,000.00   1.5%     5.5025%     0.02033%
    9       19     Refinance         $207.96   $90,000,000   $90,000,000.00     $90,000,000.00   1.4%     6.0600%     0.02033%
            20     Acquisition       $341.78   $87,500,000   $87,500,000.00     $87,500,000.00   1.3%     5.6470%     0.02033%
            21     Refinance         $226.67   $68,000,000   $68,000,000.00     $68,000,000.00   1.0%     5.9265%     0.04033%
            22     Acquisition       $136.44   $63,582,644   $63,582,644.00     $63,582,644.00   1.0%     5.7925%     0.02033%
            23     Acquisition    $46,991.08   $63,250,000   $63,250,000.00                      1.0%     6.2140%     0.02033%
           23.01                                                                $24,100,000.00
           23.02                                                                 $9,675,000.00
           23.03                                                                 $9,125,000.00
           23.04                                                                 $6,650,000.00
           23.05                                                                 $4,900,000.00
           23.06                                                                 $4,800,000.00
           23.07                                                                 $4,000,000.00
            24     Refinance         $216.39   $63,000,000   $63,000,000.00                      1.0%     6.1200%     0.02033%
           24.01                                                                $39,600,000.00
           24.02                                                                $23,400,000.00
            25     Refinance         $296.44   $53,287,500   $53,287,500.00     $53,287,500.00   0.8%     6.2995%     0.04033%
            26     Refinance         $137.13   $51,562,000   $51,562,000.00                      0.8%     5.5800%     0.02033%
           26.01                                                                $23,520,000.00
           26.02                                                                $15,092,000.00
           26.03                                                                 $7,000,000.00
           26.04                                                                 $5,950,000.00
            27     Acquisition    $95,419.85   $50,000,000   $50,000,000.00     $50,000,000.00   0.8%     5.6070%     0.02033%
   10       28     Refinance         $263.58   $45,200,000   $45,200,000.00     $45,200,000.00   0.7%     5.8910%     0.02033%
   11       29     Acquisition    $78,096.95   $43,500,000   $43,500,000.00                      0.7%     5.8630%     0.02033%
           29.01                                                                 $5,659,465.27
           29.02                                                                 $5,431,009.79
           29.03                                                                 $4,735,259.01
           29.04                                                                 $4,247,195.03
           29.05                                                                 $3,634,518.98
           29.06                                                                 $3,603,365.96
           29.07                                                                 $3,032,227.26
   12      29.08                                                                 $2,990,689.90
           29.09                                                                 $2,917,999.52
           29.10                                                                 $2,627,238.00
           29.11                                                                 $2,388,398.19
           29.12                                                                 $2,232,633.09
            30     Refinance          $78.98   $43,000,000   $43,000,000.00     $43,000,000.00   0.7%     5.5700%     0.02033%
            31     Acquisition        $91.06   $42,500,000   $42,500,000.00     $42,500,000.00   0.6%     5.8900%     0.02033%
   13       32     Acquisition       $173.10   $41,000,000   $41,000,000.00     $41,000,000.00   0.6%     5.5850%     0.02033%
            33     Acquisition       $227.99   $40,750,000   $40,750,000.00     $40,750,000.00   0.6%     6.3620%     0.02033%
 14, 15     34     Refinance         $250.80   $40,000,000   $40,000,000.00     $40,000,000.00   0.6%     5.5230%     0.02033%
            35     Acquisition       $149.96   $38,500,000   $38,500,000.00     $38,500,000.00   0.6%     5.9050%     0.02033%
            36     Refinance      $43,285.37   $36,100,000   $36,100,000.00                      0.5%     5.8300%     0.02033%
           36.01                                                                $10,500,000.00
           36.02                                                                 $8,725,000.00
           36.03                                                                 $6,800,000.00
           36.04                                                                 $3,500,000.00
           36.05                                                                 $3,400,000.00
           36.06                                                                 $3,175,000.00
            37     Refinance      $42,520.61   $36,100,000   $36,100,000.00                      0.5%     5.9700%     0.02033%
           37.01                                                                $10,250,000.00
           37.02                                                                 $9,150,000.00
           37.03                                                                 $6,650,000.00
           37.04                                                                 $5,550,000.00
           37.05                                                                 $4,500,000.00
    5       38     Acquisition        $27.96   $35,000,000   $35,000,000.00     $35,000,000.00   0.5%     5.4700%     0.04533%
            39     Acquisition       $210.21   $35,000,000   $35,000,000.00     $35,000,000.00   0.5%     5.6470%     0.02033%
            40     Acquisition       $112.12   $34,300,000   $34,300,000.00     $34,300,000.00   0.5%     5.4500%     0.02033%
            41     Refinance     $326,923.08   $34,000,000   $34,000,000.00     $34,000,000.00   0.5%     5.6020%     0.02033%
            42     Refinance         $273.78   $33,130,000   $33,130,000.00     $33,130,000.00   0.5%     5.8550%     0.02033%
            43     Acquisition   $207,735.85   $33,030,000   $33,030,000.00     $33,030,000.00   0.5%     5.5910%     0.02033%
            44     Refinance         $319.49   $32,500,000   $32,500,000.00     $32,500,000.00   0.5%     5.6100%     0.07033%
            45     Acquisition       $117.02   $32,400,000   $32,400,000.00     $32,400,000.00   0.5%     5.8610%     0.02033%
            46     Refinance         $303.95   $31,200,000   $31,200,000.00     $31,200,000.00   0.5%     5.8550%     0.02033%
            47     Refinance         $188.05   $31,000,000   $31,000,000.00     $31,000,000.00   0.5%     5.6530%     0.02033%
            48     Refinance         $645.85   $31,000,000   $31,000,000.00     $31,000,000.00   0.5%     5.7530%     0.02033%
            49     Refinance         $165.08   $30,000,000   $30,000,000.00     $30,000,000.00   0.5%     5.6690%     0.02033%
   15       50     Refinance         $713.69   $29,120,000   $29,120,000.00     $29,120,000.00   0.4%     6.6180%     0.02033%
            51     Acquisition    $65,315.32   $29,000,000   $29,000,000.00     $29,000,000.00   0.4%     6.0560%     0.02033%
            52     Acquisition    $56,444.44   $27,940,000   $27,940,000.00                      0.4%     6.2800%     0.02033%
           52.01                                                                $24,198,746.00
           52.02                                                                 $3,741,254.00
            53     Refinance          $23.19   $26,375,000   $26,375,000.00                      0.4%     5.9200%     0.02033%
           53.01                                                                $12,200,000.00
           53.02                                                                 $7,225,000.00
           53.03                                                                 $6,950,000.00
            54     Refinance         $126.71   $25,000,000   $25,000,000.00     $25,000,000.00   0.4%     6.3800%     0.02033%
            55     Refinance         $588.39   $25,000,000   $25,000,000.00     $25,000,000.00   0.4%     5.7530%     0.02033%
            56     Acquisition       $230.82   $24,268,000   $24,268,000.00     $24,268,000.00   0.4%     5.7850%     0.02033%
   16       57     Acquisition        $30.61   $24,050,000   $24,050,000.00     $24,050,000.00   0.4%     5.8550%     0.02033%
            58     Acquisition       $200.43   $24,000,000   $24,000,000.00     $24,000,000.00   0.4%     6.2050%     0.02033%
    5       59     Acquisition       $228.07   $22,640,000   $22,640,000.00     $22,640,000.00   0.3%     5.5200%     0.05033%
            60     Acquisition   $286,486.49   $21,200,000   $21,200,000.00     $21,200,000.00   0.3%     6.0330%     0.02033%
    5       61     Acquisition   $187,500.00   $21,000,000   $21,000,000.00     $21,000,000.00   0.3%     5.9780%     0.02033%
            62     Acquisition   $141,971.83   $20,160,000   $20,160,000.00     $20,160,000.00   0.3%     5.5910%     0.02033%
            63     Acquisition        $84.61   $19,484,000   $19,484,000.00                      0.3%     5.7200%     0.02033%
           63.01                                                                 $9,365,000.00
           63.02                                                                 $7,760,000.00
           63.03                                                                 $1,231,000.00
           63.04                                                                 $1,128,000.00
            64     Refinance         $118.65   $19,200,000   $19,200,000.00     $19,200,000.00   0.3%     6.4700%     0.02033%
    5       65     Acquisition       $216.31   $19,120,000   $19,120,000.00     $19,120,000.00   0.3%     5.5200%     0.05033%
            66     Acquisition       $114.06   $19,000,000   $19,000,000.00     $19,000,000.00   0.3%     5.5910%     0.02033%
            67     Acquisition       $238.56   $18,000,000   $18,000,000.00     $18,000,000.00   0.3%     6.1220%     0.02033%
            68     Acquisition    $53,892.22   $18,000,000   $18,000,000.00     $18,000,000.00   0.3%     5.9600%     0.06033%
            69     Acquisition        $48.37   $18,000,000   $18,000,000.00     $18,000,000.00   0.3%     5.6725%     0.02033%
            70     Acquisition       $115.34   $18,000,000   $18,000,000.00     $18,000,000.00   0.3%     5.9800%     0.06033%
            71     Refinance          $76.32   $17,500,000   $17,500,000.00     $17,500,000.00   0.3%     6.3000%     0.02033%
            72     Acquisition        $95.20   $16,850,000   $16,850,000.00     $16,850,000.00   0.3%     5.8580%     0.02033%
            73     Acquisition   $102,304.88   $16,778,000   $16,778,000.00     $16,778,000.00   0.3%     5.5910%     0.02033%
            74     Refinance          $53.97   $16,760,000   $16,760,000.00                      0.3%     5.8200%     0.07033%
           74.01                                                                 $3,527,700.00
           74.02                                                                 $3,135,600.00
           74.03                                                                 $2,665,300.00
           74.04                                                                 $2,665,300.00
           74.05                                                                 $2,586,900.00
           74.06                                                                 $1,489,400.00
           74.07                                                                   $689,800.00
    5       75     Acquisition    $63,476.56   $16,250,000   $16,250,000.00     $16,250,000.00   0.2%     6.7100%     0.02033%
            76     Refinance     $110,344.83   $16,000,000   $16,000,000.00     $16,000,000.00   0.2%     6.0010%     0.02033%
            77     Refinance         $366.02   $16,000,000   $16,000,000.00     $16,000,000.00   0.2%     5.7330%     0.02033%
            78     Acquisition    $54,982.52   $15,725,000   $15,725,000.00     $15,725,000.00   0.2%     5.8480%     0.02033%
 15, 17     79     Refinance      $72,112.68   $15,360,000   $15,360,000.00     $15,360,000.00   0.2%     6.7550%     0.02033%
            80     Acquisition        $92.66   $15,200,000   $15,200,000.00     $15,200,000.00   0.2%     6.0590%     0.02033%
            81     Acquisition   $113,218.75   $14,492,000   $14,492,000.00     $14,492,000.00   0.2%     5.5910%     0.02033%
            82     Acquisition   $113,203.13   $14,490,000   $14,490,000.00     $14,490,000.00   0.2%     5.5910%     0.02033%
   10       83     Refinance         $250.93   $14,250,000   $14,250,000.00     $14,250,000.00   0.2%     5.5500%     0.02033%
            84     Refinance      $58,401.64   $14,250,000   $14,250,000.00     $14,250,000.00   0.2%     5.7600%     0.02033%
            85     Acquisition        $91.53   $14,200,000   $14,200,000.00     $14,200,000.00   0.2%     5.5870%     0.05033%
            86     Acquisition       $142.36   $14,080,000   $14,080,000.00     $14,080,000.00   0.2%     5.9760%     0.02033%
   15       87     Refinance         $133.25   $14,000,000   $14,000,000.00     $14,000,000.00   0.2%     6.8470%     0.02033%
            88     Refinance          $90.03   $14,000,000   $14,000,000.00     $14,000,000.00   0.2%     5.9660%     0.02033%
            89     Acquisition        $74.94   $14,000,000   $14,000,000.00     $14,000,000.00   0.2%     5.8000%     0.02033%
            90     Refinance         $264.29   $13,900,000   $13,900,000.00     $13,900,000.00   0.2%     6.2590%     0.02033%
            91     Refinance      $46,333.33   $13,900,000   $13,900,000.00     $13,900,000.00   0.2%     5.6800%     0.07033%
            92     Acquisition    $98,000.00   $13,720,000   $13,720,000.00     $13,720,000.00   0.2%     5.5910%     0.02033%
            93     Refinance     $182,666.67   $13,700,000   $13,700,000.00     $13,700,000.00   0.2%     6.2800%     0.02033%
            94     Acquisition       $107.68   $13,500,000   $13,500,000.00     $13,500,000.00   0.2%     5.8700%     0.02033%
            95     Refinance         $226.43   $13,500,000   $13,500,000.00     $13,500,000.00   0.2%     6.0470%     0.02033%
            96     Refinance         $156.94   $13,500,000   $13,500,000.00     $13,500,000.00   0.2%     5.7500%     0.02033%
            97     Refinance         $131.53   $13,200,000   $13,200,000.00     $13,200,000.00   0.2%     5.6600%     0.06033%
            98     Refinance          $76.65   $13,100,000   $13,100,000.00     $13,100,000.00   0.2%     5.6670%     0.02033%
            99     Refinance      $43,581.08   $12,900,000   $12,900,000.00     $12,900,000.00   0.2%     5.6940%     0.02033%
   15       100    Refinance         $146.62   $12,650,000   $12,650,000.00     $12,650,000.00   0.2%     5.8400%     0.02033%
            101    Acquisition       $165.83   $12,600,000   $12,600,000.00     $12,600,000.00   0.2%     6.0690%     0.02033%
            102    Refinance         $269.59   $12,600,000   $12,600,000.00     $12,600,000.00   0.2%     5.9000%     0.02033%
            103    Refinance     $115,596.33   $12,600,000   $12,600,000.00                      0.2%     6.4730%     0.02033%
          103.01                                                                 $3,139,417.69
          103.02                                                                 $2,144,680.85
          103.03                                                                 $2,067,077.27
          103.04                                                                 $1,509,742.44
          103.05                                                                 $1,425,083.99
          103.06                                                                 $1,396,864.50
          103.07                                                                   $917,133.26
            104    Acquisition       $118.23   $12,250,000   $12,250,000.00     $12,250,000.00   0.2%     5.8500%     0.02033%
            105    Refinance         $143.74   $12,000,000   $12,000,000.00     $12,000,000.00   0.2%     6.2200%     0.02033%
    5       106    Acquisition       $278.63   $11,700,000   $11,700,000.00     $11,700,000.00   0.2%     6.1400%     0.02033%
            107    Acquisition   $191,666.67   $11,500,000   $11,500,000.00     $11,500,000.00   0.2%     5.5930%     0.02033%
            108    Acquisition       $139.10   $11,500,000   $11,500,000.00     $11,500,000.00   0.2%     5.7450%     0.02033%
            109    Acquisition        $52.59   $11,338,000   $11,338,000.00                      0.2%     6.2400%     0.02033%
          109.01                                                                 $4,288,000.00
          109.02                                                                 $3,650,000.00
          109.03                                                                 $3,400,000.00
            110    Refinance         $170.53   $11,200,000   $11,200,000.00     $11,200,000.00   0.2%     5.7000%     0.02033%
            111    Refinance         $186.29   $11,100,000   $11,100,000.00     $11,100,000.00   0.2%     5.6100%     0.07033%
            112    Acquisition       $511.77   $10,850,000   $10,850,000.00     $10,850,000.00   0.2%     5.9130%     0.02033%
            113    Acquisition    $33,125.00   $10,600,000   $10,600,000.00     $10,600,000.00   0.2%     6.8000%     0.02033%
            114    Refinance         $137.75   $10,500,000   $10,500,000.00     $10,500,000.00   0.2%     5.6400%     0.02033%
   15       115    Refinance         $144.16   $10,424,000   $10,424,000.00     $10,424,000.00   0.2%     5.8400%     0.02033%
            116    Acquisition    $46,250.00   $10,360,000   $10,360,000.00     $10,360,000.00   0.2%     5.4800%     0.02033%
            117    Refinance       $5,308.58   $10,150,000   $10,136,720.79                      0.2%     6.1550%     0.02033%
          117.01                                                                 $4,236,241.52
          117.02                                                                 $4,009,300.01
          117.03                                                                 $1,891,179.25
            118    Refinance          $32.55    $9,661,502    $9,661,502.39      $9,661,502.39   0.1%     6.2100%     0.02033%
    5       119    Acquisition       $122.23    $9,600,000    $9,600,000.00      $9,600,000.00   0.1%     6.6350%     0.02033%
            120    Refinance      $74,418.60    $9,600,000    $9,558,403.85      $9,558,403.85   0.1%     6.0220%     0.02033%
            121    Acquisition        $98.55    $9,440,000    $9,440,000.00      $9,440,000.00   0.1%     5.5900%     0.02033%
            122    Acquisition        $79.55    $9,300,000    $9,300,000.00      $9,300,000.00   0.1%     5.7300%     0.04033%
            123    Acquisition    $36,947.79    $9,200,000    $9,200,000.00      $9,200,000.00   0.1%     6.1300%     0.02033%
            124    Refinance     $104,651.16    $9,000,000    $9,000,000.00      $9,000,000.00   0.1%     5.8500%     0.02033%
 15, 18     125    Acquisition       $109.52    $8,808,600    $8,808,600.00      $8,808,600.00   0.1%     5.7300%     0.02033%
            126    Acquisition        $96.95    $8,800,000    $8,800,000.00      $8,800,000.00   0.1%     5.8700%     0.02033%
    5       127    Acquisition     $6,183.75    $8,750,000    $8,750,000.00                      0.1%     6.2240%     0.02033%
          127.01                                                                 $4,700,000.00
          127.02                                                                 $4,050,000.00
            128    Refinance          $71.56    $8,500,000    $8,500,000.00      $8,500,000.00   0.1%     5.6000%     0.02033%
            129    Acquisition       $873.66    $8,250,000    $8,250,000.00      $8,250,000.00   0.1%     5.8300%     0.02033%
            130    Refinance         $276.29    $8,200,000    $8,200,000.00      $8,200,000.00   0.1%     5.6000%     0.07033%
   19       131    Refinance          $51.66    $8,100,000    $8,100,000.00      $8,100,000.00   0.1%     5.4100%     0.07033%
            132    Refinance         $202.02    $8,000,000    $7,981,777.92      $7,981,777.92   0.1%     5.6800%     0.07033%
    5       133    Acquisition       $204.22    $7,840,000    $7,840,000.00      $7,840,000.00   0.1%     5.5200%     0.05033%
            134    Acquisition        $91.09    $7,760,000    $7,760,000.00      $7,760,000.00   0.1%     5.4900%     0.07033%
            135    Acquisition       $133.41    $7,570,000    $7,570,000.00      $7,570,000.00   0.1%     5.6600%     0.02033%
            136    Refinance          $94.19    $7,500,000    $7,500,000.00      $7,500,000.00   0.1%     5.5300%     0.02033%
   20       137    Acquisition    $54,296.30    $7,330,000    $7,330,000.00      $7,330,000.00   0.1%     5.5910%     0.02033%
            138    Refinance         $586.13    $7,050,000    $7,034,635.99      $7,034,635.99   0.1%     5.9500%     0.02033%
            139    Refinance       $7,812.50    $7,000,000    $7,000,000.00      $7,000,000.00   0.1%     5.6750%     0.02033%
            140    Refinance          $94.90    $7,000,000    $6,968,812.83      $6,968,812.83   0.1%     5.8400%     0.07033%
            141    Refinance          $82.11    $6,940,000    $6,940,000.00      $6,940,000.00   0.1%     6.2700%     0.02033%
            142    Refinance      $85,625.00    $6,850,000    $6,823,312.87      $6,823,312.87   0.1%     6.1500%     0.02033%
            143    Refinance          $83.32    $6,800,000    $6,800,000.00      $6,800,000.00   0.1%     6.4060%     0.02033%
    5       144    Acquisition       $170.03    $6,715,000    $6,715,000.00      $6,715,000.00   0.1%     5.9990%     0.02033%
            145    Refinance          $84.90    $6,700,000    $6,700,000.00      $6,700,000.00   0.1%     6.1810%     0.05033%
            146    Acquisition        $72.80    $6,700,000    $6,700,000.00      $6,700,000.00   0.1%     5.7300%     0.02033%
            147    Refinance         $166.44    $6,600,000    $6,600,000.00                      0.1%     5.6500%     0.02033%
          147.01                                                                 $5,400,000.00
          147.02                                                                 $1,200,000.00
            148    Acquisition       $213.13    $6,500,000    $6,500,000.00      $6,500,000.00   0.1%     5.8400%     0.06033%
            149    Refinance         $186.78    $6,500,000    $6,500,000.00      $6,500,000.00   0.1%     5.6200%     0.07033%
            150    Acquisition       $103.76    $6,400,000    $6,400,000.00      $6,400,000.00   0.1%     5.7940%     0.07033%
            151    Refinance          $80.26    $6,400,000    $6,379,664.34      $6,379,664.34   0.1%     5.7200%     0.07033%
            152    Refinance          $62.72    $6,000,000    $6,000,000.00      $6,000,000.00   0.1%     5.7100%     0.02033%
            153    Refinance      $52,252.25    $5,800,000    $5,777,789.89      $5,777,789.89   0.1%     6.2400%     0.02033%
    9       154    Refinance         $176.77    $5,675,000    $5,675,000.00      $5,675,000.00   0.1%     5.8500%     0.06033%
            155    Refinance      $59,782.61    $5,500,000    $5,476,633.26      $5,476,633.26   0.1%     6.1500%     0.02033%
            156    Acquisition        $95.41    $5,375,000    $5,367,640.38                      0.1%     5.7100%     0.02033%
          156.01                                                                 $3,570,105.00
          156.02                                                                 $1,797,535.38
            157    Refinance         $108.19    $5,300,000    $5,300,000.00      $5,300,000.00   0.1%     5.8900%     0.02033%
            158    Acquisition        $41.60    $5,250,000    $5,250,000.00      $5,250,000.00   0.1%     5.5800%     0.02033%
            159    Acquisition        $69.91    $5,180,000    $5,180,000.00      $5,180,000.00   0.1%     5.8600%     0.02033%
            160    Refinance         $129.22    $5,071,000    $5,071,000.00      $5,071,000.00   0.1%     6.1400%     0.02033%
            161    Refinance       $8,561.64    $5,000,000    $5,000,000.00      $5,000,000.00   0.1%     5.8720%     0.02033%
            162    Acquisition       $384.23    $5,000,000    $5,000,000.00      $5,000,000.00   0.1%     5.6750%     0.02033%
            163    Refinance         $114.36    $5,000,000    $5,000,000.00      $5,000,000.00   0.1%     5.8700%     0.02033%
            164    Acquisition        $79.79    $4,975,000    $4,975,000.00      $4,975,000.00   0.1%     5.8200%     0.08033%
    9       165    Refinance         $433.22    $4,850,000    $4,843,414.52      $4,843,414.52   0.1%     5.7900%     0.05033%
            166    Refinance         $187.45    $4,825,000    $4,814,135.06      $4,814,135.06   0.1%     5.7500%     0.02033%
            167    Acquisition        $50.26    $4,750,000    $4,750,000.00      $4,750,000.00   0.1%     5.5800%     0.06033%
    5       168    Refinance          $92.10    $4,650,000    $4,650,000.00      $4,650,000.00   0.1%     5.5500%     0.02033%
            169    Refinance      $67,391.30    $4,650,000    $4,650,000.00                      0.1%     6.0100%     0.02033%
          169.01                                                                 $2,450,000.00
          169.02                                                                 $2,200,000.00
            170    Refinance      $57,407.41    $4,650,000    $4,624,304.51      $4,624,304.51   0.1%     6.3290%     0.02033%
            171    Refinance       $8,577.00    $4,400,000    $4,400,000.00      $4,400,000.00   0.1%     5.8470%     0.02033%
            172    Refinance      $41,904.76    $4,400,000    $4,382,746.10      $4,382,746.10   0.1%     6.1160%     0.02033%
            173    Refinance          $72.27    $4,300,000    $4,300,000.00      $4,300,000.00   0.1%     5.7100%     0.02033%
            174    Acquisition       $177.78    $4,200,000    $4,200,000.00      $4,200,000.00   0.1%     5.7500%     0.02033%
            175    Refinance          $43.49    $4,200,000    $4,200,000.00      $4,200,000.00   0.1%     5.7300%     0.07033%
    9       176    Refinance         $317.40    $4,100,000    $4,094,501.49      $4,094,501.49   0.1%     5.9100%     0.08033%
            177    Refinance          $16.72    $4,100,000    $4,083,904.06                      0.1%     6.1100%     0.02033%
          177.01                                                                 $1,714,886.11
          177.02                                                                 $1,378,980.59
          177.03                                                                   $990,037.35
            178    Refinance         $141.96    $3,975,000    $3,953,394.86                      0.1%     6.4360%     0.02033%
          178.01                                                                   $988,348.71
          178.02                                                                   $988,348.71
          178.03                                                                   $988,348.71
          178.04                                                                   $988,348.71
            179    Refinance         $221.49    $3,850,000    $3,841,259.29      $3,841,259.29   0.1%     5.7000%     0.07033%
            180    Refinance         $112.49    $3,750,000    $3,734,822.34      $3,734,822.34   0.1%     5.9500%     0.02033%
            181    Refinance       $9,181.14    $3,700,000    $3,700,000.00      $3,700,000.00   0.1%     5.7380%     0.02033%
            182    Refinance          $68.22    $3,600,000    $3,600,000.00      $3,600,000.00   0.1%     5.9500%     0.02033%
    5       183    Acquisition     $1,005.79    $3,562,500    $3,548,884.17      $3,548,884.17   0.1%     6.2500%     0.02033%
   21       184    Acquisition       $501.92    $3,520,000    $3,520,000.00      $3,520,000.00   0.1%     5.6700%     0.07033%
            185    Refinance         $158.54    $3,500,000    $3,500,000.00      $3,500,000.00   0.1%     5.8100%     0.02033%
    5       186    Acquisition        $98.09    $3,500,000    $3,489,841.10      $3,489,841.10   0.1%     6.1700%     0.02033%
            187    Refinance         $294.30    $3,350,000    $3,350,000.00      $3,350,000.00   0.1%     6.0000%     0.02033%
            188    Refinance          $47.82    $3,250,000    $3,202,027.31      $3,202,027.31   0.0%     5.5600%     0.02033%
            189    Refinance         $138.86    $3,065,000    $3,049,591.41      $3,049,591.41   0.0%     5.9600%     0.07033%
            190    Refinance      $25,210.08    $3,000,000    $3,000,000.00      $3,000,000.00   0.0%     5.9000%     0.02033%
   22       191    Refinance         $596.30    $3,000,000    $2,994,491.01      $2,994,491.01   0.0%     5.6500%     0.02033%
            192    Refinance      $23,966.94    $2,900,000    $2,900,000.00      $2,900,000.00   0.0%     5.7960%     0.02033%
            193    Refinance         $225.96    $2,880,000    $2,871,012.22      $2,871,012.22   0.0%     5.7900%     0.07033%
            194    Acquisition        $69.25    $2,850,000    $2,850,000.00      $2,850,000.00   0.0%     5.7700%     0.07033%
            195    Refinance      $22,500.00    $2,700,000    $2,700,000.00      $2,700,000.00   0.0%     5.8080%     0.02033%
            196    Refinance         $178.49    $2,000,000    $2,000,000.00      $2,000,000.00   0.0%     5.9200%     0.07033%
            197    Acquisition       $240.78    $1,900,000    $1,894,490.47      $1,894,490.47   0.0%     6.1750%     0.02033%
    9       198    Refinance         $442.36    $1,650,000    $1,647,787.19      $1,647,787.19   0.0%     5.9100%     0.08033%
            199    Refinance          $57.83    $1,610,000    $1,610,000.00      $1,610,000.00   0.0%     6.0000%     0.02033%
            200    Refinance          $98.35    $1,500,000    $1,462,628.68      $1,462,628.68   0.0%     5.7500%     0.02033%
            201    Refinance          $54.83    $1,295,000    $1,295,000.00      $1,295,000.00   0.0%     6.0000%     0.02033%


                    PARI PASSU    PARI PASSU                                                    INTEREST                 FIRST
          CONTROL    MONTHLY      ANNUAL DEBT      MONTHLY       ANNUAL DEBT                    ACCRUAL                 PAYMENT
FOOTNOTE   NUMBER    PAYMENT        SERVICE        PAYMENT         SERVICE    BALLOON BALANCE    METHOD     NOTE DATE    DATE
- ---------------------------------------------------------------------------------------------------------------------------------

    2        1                                 $3,038,274.02  $36,459,288.25  $640,500,000.00  Actual/360  12/28/2006  2/6/2007
           1.01
           1.02
    3        2                                 $1,617,559.03  $19,410,708.36  $350,000,000.00  Actual/360   1/25/2007  3/1/2007
  4, 5       3                                 $1,433,101.81  $17,197,221.72  $305,000,000.00  Actual/360  12/28/2006  2/6/2007
           3.01
           3.02
           3.03
           3.04
           3.05
           3.06
           3.07
           3.08
           3.09
           3.10
           3.11
           3.12
           3.13
           3.14
           3.15
           3.16
           3.17
           3.18
           3.19
           3.20
           3.21
           3.22
           3.23
           3.24
           3.25
           3.26
           3.27
           3.28
           3.29
           3.30
           3.31
           3.32
           3.33
           3.34
           3.35
           3.36
             4                                 $1,194,583.33  $14,334,999.96  $250,000,000.00  Actual/360   1/16/2007  3/6/2007
             5                                 $1,128,607.85  $13,543,294.22  $235,900,000.00  Actual/360   1/25/2007  3/6/2007
           5.01
           5.02
           5.03
           5.04
           5.05
  6, 7       6                                 $1,063,038.87  $12,756,466.40  $207,600,000.00  Actual/360   12/5/2006  2/6/2007
           6.01
           6.02
           6.03
             7                                 $1,050,555.56  $12,606,666.67  $200,000,000.00  Actual/360   1/10/2007  3/6/2007
    5        8                                   $912,709.11  $10,952,509.33  $176,000,000.00  Actual/360  11/14/2006  1/6/2007
    8        9     $826,200.52  $9,914,406.24  $1,652,401.04  $19,828,812.48  $175,000,000.00  Actual/360  11/21/2006  1/6/2007
            10                                   $673,961.04   $8,087,532.48  $146,500,000.00  Actual/360  12/28/2006  2/6/2007
           10.01
           10.02
           10.03
           10.04
           10.05
           10.06
           10.07
           10.08
           10.09
           10.10
           10.11
           10.12
           10.13
           10.14
            11                                   $682,013.89   $8,184,166.67  $140,000,000.00  Actual/360  12/27/2006  2/6/2007
            12                                   $680,827.78   $8,169,933.36  $140,000,000.00  Actual/360   11/9/2006  1/6/2007
            13                                   $650,235.85   $7,802,830.25  $133,500,000.00  Actual/360  12/20/2006  2/6/2007
           13.01
           13.02
           13.03
           13.04
           13.05
           13.06
            14                                   $513,406.50   $6,160,878.00  $108,000,000.00  Actual/360   1/25/2007  3/6/2007
            15                                   $650,433.73   $7,805,204.76   $91,693,358.83  Actual/360   1/8/2007   3/6/2007
            16                                   $583,168.90   $6,998,026.75  $107,250,000.00  Actual/360  12/21/2006  2/6/2007
           16.01
           16.02
            17                                   $631,554.63   $7,578,655.56   $89,115,002.50  Actual/360   1/24/2007  3/6/2007
           17.01
           17.02
           17.03
           17.04
           17.05
           17.06
            18                                   $452,198.51   $5,426,382.12   $97,000,000.00  Actual/360   12/8/2006  2/6/2007
    9       19                                   $543,072.15   $6,516,865.80   $79,865,300.73  Actual/360  11/22/2006  1/6/2007
            20                                   $418,623.09   $5,023,477.08   $87,500,000.00  Actual/360   1/25/2007  3/6/2007
            21                                   $404,486.62   $4,853,839.44   $60,058,538.75  Actual/360   1/31/2007  3/6/2007
            22                                   $312,034.03   $3,744,408.36   $63,582,644.00  Actual/360   1/22/2007  3/6/2007
            23                                   $332,988.41   $3,995,860.92   $63,250,000.00  Actual/360  10/25/2006  12/6/2006
           23.01
           23.02
           23.03
           23.04
           23.05
           23.06
           23.07
            24                                   $326,655.00   $3,919,860.00   $63,000,000.00  Actual/360   9/22/2006  11/6/2006
           24.01
           24.02
            25                                   $329,817.76   $3,957,813.12   $47,462,398.63  Actual/360   2/2/2007   3/6/2007
            26                                   $243,759.36   $2,925,112.32   $51,562,000.00  Actual/360   1/12/2007  3/6/2007
           26.01
           26.02
           26.03
           26.04
            27                                   $237,518.75   $2,850,225.00   $50,000,000.00  Actual/360   1/12/2007  3/6/2007
   10       28                                   $267,837.48   $3,214,049.76   $39,954,384.27  Actual/360  10/26/2006  12/6/2006
   11       29                                   $216,075.98   $2,592,911.76   $43,500,000.00  Actual/360   1/12/2007  3/6/2007
           29.01
           29.02
           29.03
           29.04
           29.05
           29.06
           29.07
   12      29.08
           29.09
           29.10
           29.11
           29.12
            30                                   $202,918.19   $2,435,018.28   $43,000,000.00  Actual/360   1/12/2007  3/6/2007
            31                                   $212,080.90   $2,544,970.83   $42,500,000.00  Actual/360  11/21/2006  1/6/2007
   13       32                                   $194,001.18   $2,328,014.16   $41,000,000.00  Actual/360  12/22/2006  2/6/2007
            33                                   $219,643.63   $2,635,723.58   $40,750,000.00  Actual/360  11/14/2006  1/6/2007
 14, 15     34                                   $187,168.33   $2,246,019.96   $40,000,000.00  Actual/360   9/29/2006  11/6/2006
            35                                   $192,609.62   $2,311,315.42   $38,500,000.00  Actual/360   2/9/2007   4/6/2007
            36                                   $178,308.93   $2,139,707.17   $36,100,000.00  Actual/360   11/1/2006  12/6/2006
           36.01
           36.02
           36.03
           36.04
           36.05
           36.06
            37                                   $182,590.79   $2,191,089.50   $36,100,000.00  Actual/360   11/1/2006  12/6/2006
           37.01
           37.02
           37.03
           37.04
           37.05
    5       38                                   $198,067.87   $2,376,814.44   $32,506,502.22  Actual/360  12/28/2006  2/6/2007
            39                                   $167,449.24   $2,009,390.83   $35,000,000.00  Actual/360   1/25/2007  3/6/2007
            40                                   $158,375.49   $1,900,505.88   $34,300,000.00  Actual/360  12/21/2006  2/6/2007
            41                                   $195,229.73   $2,342,756.76   $31,636,854.49  Actual/360  12/29/2006  2/6/2007
            42                                   $164,340.90   $1,972,090.86   $33,130,000.00  Actual/360  11/16/2006  1/6/2007
            43                                   $156,457.15   $1,877,485.80   $33,030,000.00  Actual/360  12/28/2006  2/6/2007
            44                                   $154,469.79   $1,853,637.48   $32,500,000.00  Actual/360  12/19/2006  2/6/2007
            45                                   $191,368.43   $2,296,421.16   $30,254,985.18  Actual/360   2/7/2007   3/6/2007
            46                                   $154,767.17   $1,857,206.00   $31,200,000.00  Actual/360  11/16/2006  1/6/2007
            47                                   $179,001.89   $2,148,022.68   $28,866,178.18  Actual/360   11/1/2006  12/6/2006
            48                                   $151,096.15   $1,813,153.83   $31,000,000.00  Actual/360   3/1/2007   4/6/2007
            49                                   $173,531.23   $2,082,374.76   $27,941,051.19  Actual/360   12/7/2006  2/6/2007
   15       50                                   $186,323.79   $2,235,885.48   $27,461,237.43  Actual/360  12/19/2006  2/6/2007
            51                                   $174,915.13   $2,098,981.56   $26,233,370.54  Actual/360  12/15/2006  2/6/2007
            52                                   $184,830.09   $2,217,961.08   $27,006,189.33  Actual/360  11/29/2006  1/6/2007
           52.01
           52.02
            53                                   $132,285.28   $1,587,423.36   $26,375,000.00  Actual/360  11/16/2006  1/6/2007
           53.01
           53.02
           53.03
            54                                   $156,049.24   $1,872,590.88   $22,261,248.89  Actual/360  12/21/2006  2/6/2007
            55                                   $121,851.74   $1,462,220.83   $25,000,000.00  Actual/360   3/1/2007   4/6/2007
            56                                   $118,941.85   $1,427,302.20   $24,268,000.00  Actual/360  12/21/2006  2/6/2007
   16       57                                   $119,299.69   $1,431,596.29   $24,050,000.00  Actual/360  12/11/2006  2/6/2007
            58                                   $147,070.43   $1,764,845.16   $23,164,713.53  Actual/360   9/25/2006  11/6/2006
    5       59                                   $105,879.73   $1,270,556.76   $22,640,000.00  Actual/360   12/6/2006  2/1/2007
            60                                   $108,359.38   $1,300,312.60   $21,200,000.00  Actual/360   9/15/2006  11/6/2006
    5       61                                   $106,358.58   $1,276,303.00   $21,000,000.00  Actual/360   1/17/2007  3/6/2007
            62                                    $95,494.28   $1,145,931.36   $20,160,000.00  Actual/360  12/28/2006  2/6/2007
            63                                    $94,421.63   $1,133,059.55   $19,484,000.00  Actual/360  12/20/2006  2/6/2007
           63.01
           63.02
           63.03
           63.04
            64                                   $120,978.50   $1,451,742.00   $17,191,026.22  Actual/360   8/11/2006  10/6/2006
    5       65                                    $89,417.87   $1,073,014.44   $19,120,000.00  Actual/360   12/6/2006  2/1/2007
            66                                    $89,999.57   $1,079,994.83   $19,000,000.00  Actual/360  11/17/2006  1/6/2007
            67                                   $109,334.98   $1,312,019.76   $16,304,756.45  Actual/360   10/2/2006  11/6/2006
            68                                    $90,890.00   $1,090,680.00   $18,000,000.00  Actual/360  10/31/2006  12/6/2006
            69                                    $86,505.63   $1,038,067.50   $18,000,000.00  Actual/360  11/14/2006  1/6/2007
            70                                    $91,195.00   $1,094,340.00   $18,000,000.00  Actual/360  11/17/2006  1/1/2007
            71                                   $108,320.24   $1,299,842.88   $16,675,322.92  Actual/360   11/1/2006  12/6/2006
            72                                    $99,491.11   $1,193,893.32   $15,735,063.29  Actual/360  11/30/2006  1/6/2007
            73                                    $79,474.36     $953,692.32   $16,778,000.00  Actual/360  12/28/2006  2/6/2007
            74                                    $98,553.38   $1,182,640.56   $15,642,293.62  Actual/360  12/29/2006  2/6/2007
           74.01
           74.02
           74.03
           74.04
           74.05
           74.06
           74.07
    5       75                                    $92,378.99   $1,108,547.92   $16,250,000.00  Actual/360   1/16/2007  3/6/2007
            76                                    $81,346.89     $976,162.67   $16,000,000.00  Actual/360  12/12/2006  2/6/2007
            77                                    $77,714.00     $932,568.00   $16,000,000.00  Actual/360  11/17/2006  1/6/2007
            78                                    $77,910.39     $934,924.63   $15,725,000.00  Actual/360   12/7/2006  2/6/2007
 15, 17     79                                   $106,172.51   $1,274,070.12   $12,818,625.75  Actual/360   1/18/2007  3/6/2007
            80                                    $78,026.46     $936,317.47   $15,200,000.00  Actual/360   12/1/2006  1/6/2007
            81                                    $68,645.99     $823,751.88   $14,492,000.00  Actual/360  12/28/2006  2/6/2007
            82                                    $68,636.51     $823,638.12   $14,490,000.00  Actual/360  12/28/2006  2/6/2007
   10       83                                    $81,357.53     $976,290.36   $12,496,229.47  Actual/360   12/6/2006  2/1/2007
            84                                    $69,540.00     $834,480.00   $14,250,000.00  Actual/360   11/2/2006  12/6/2006
            85                                    $67,214.71     $806,576.57   $14,200,000.00  Actual/360  11/29/2006  1/1/2007
            86                                    $84,199.58   $1,010,394.96   $12,471,049.24  Actual/360   9/13/2006  11/6/2006
   15       87                                    $91,708.26   $1,100,499.12   $12,633,897.26  Actual/360  12/21/2006  2/6/2007
            88                                    $83,631.29   $1,003,575.48   $12,643,139.41  Actual/360  11/22/2006  1/6/2007
            89                                    $82,145.43     $985,745.16   $13,062,779.45  Actual/360  12/20/2006  2/6/2007
            90                                    $85,666.07   $1,027,992.84   $12,841,787.16  Actual/360   1/19/2007  3/6/2007
            91                                    $80,499.57     $965,994.84   $12,948,003.51  Actual/360   1/2/2007   2/6/2007
            92                                    $64,989.16     $779,869.92   $13,720,000.00  Actual/360  12/28/2006  2/6/2007
            93                                    $72,891.61     $874,699.33   $13,700,000.00  Actual/360  12/14/2006  2/6/2007
            94                                    $79,814.46     $957,773.52   $11,408,768.61  Actual/360   2/9/2007   4/6/2007
            95                                    $81,347.70     $976,172.40   $11,730,035.63  Actual/360  10/25/2006  12/6/2006
            96                                    $78,782.34     $945,388.08   $12,139,713.51  Actual/360   12/5/2006  1/6/2007
            97                                    $76,278.59     $915,343.08   $11,847,789.40  Actual/360  12/21/2006  2/1/2007
            98                                    $75,758.73     $909,104.76   $12,200,585.68  Actual/360   12/7/2006  2/6/2007
            99                                    $74,822.61     $897,871.32   $11,350,045.60  Actual/360   1/10/2007  3/6/2007
   15       100                                   $74,546.80     $894,561.60   $11,395,197.23  Actual/360  10/25/2006  12/6/2006
            101                                   $76,103.22     $913,238.64   $12,146,440.20  Actual/360   12/8/2006  2/6/2007
            102                                   $74,735.20     $896,822.40   $11,363,582.44  Actual/360   10/6/2006  12/6/2006
            103                                   $79,416.97     $953,003.64   $11,860,941.56  Actual/360  10/25/2006  12/6/2006
          103.01
          103.02
          103.03
          103.04
          103.05
          103.06
          103.07
            104                                   $72,267.76     $867,213.12   $11,437,825.59  Actual/360  10/12/2006  12/6/2006
            105                                   $73,652.09     $883,825.08   $11,259,088.87  Actual/360   1/19/2007  3/6/2007
    5       106                                   $71,203.96     $854,447.52   $10,951,634.58  Actual/360   11/3/2006  12/6/2006
            107                                   $65,968.33     $791,619.96   $10,699,346.98  Actual/360  12/15/2006  2/6/2007
            108                                   $55,973.85     $671,686.20   $11,500,000.00  Actual/360   1/19/2007  3/6/2007
            109                                   $59,940.23     $719,282.72   $11,338,000.00  Actual/360  12/20/2006  2/6/2007
          109.01
          109.02
          109.03
            110                                   $65,004.84     $780,058.08    $9,857,104.64  Actual/360  11/27/2006  1/6/2007
            111                                   $52,757.38     $633,088.56   $11,100,000.00  Actual/360  12/20/2006  2/6/2007
            112                                   $64,445.59     $773,347.08   $10,139,635.96  Actual/360  11/17/2006  1/6/2007
            113                                   $69,104.07     $829,248.84   $10,389,340.30  Actual/360  10/11/2006  12/6/2006
            114                                   $60,543.40     $726,520.80    $9,775,410.30  Actual/360  12/28/2006  2/6/2007
   15       115                                   $61,428.92     $737,147.04    $9,390,002.88  Actual/360  10/25/2006  12/6/2006
            116                                   $48,099.18     $577,190.16   $10,360,000.00  Actual/360   1/31/2007  3/6/2007
            117                                   $61,869.52     $742,434.24    $8,645,857.89  Actual/360   1/30/2007  3/6/2007
          117.01
          117.02
          117.03
            118                                   $50,831.58     $609,978.95    $9,661,502.39  Actual/360   9/21/2006  11/6/2006
    5       119                                   $61,533.34     $738,400.08    $8,625,446.99  Actual/360  10/10/2006  12/6/2006
            120                                   $61,982.10     $743,785.20    $7,440,321.57  Actual/360  11/21/2006  1/6/2007
            121                                   $54,133.54     $649,602.48    $8,782,076.28  Actual/360   1/22/2007  3/6/2007
            122                                   $45,147.63     $541,771.56    $9,300,000.00  Actual/360  12/15/2006  2/1/2007
            123                                   $55,929.92     $671,159.04    $8,334,256.94  Actual/360  10/26/2006  12/6/2006
            124                                   $53,094.68     $637,136.16    $8,536,571.38  Actual/360   12/4/2006  1/6/2007
 15, 18     125                                   $51,292.74     $615,512.88    $8,210,195.84  Actual/360   2/14/2007  4/6/2007
            126                                   $43,764.11     $525,169.32    $8,800,000.00  Actual/360   12/6/2006  1/6/2007
    5       127                                   $53,727.38     $644,728.56    $8,210,899.64  Actual/360   11/3/2006  1/6/2007
          127.01
          127.02
            128                                   $48,796.72     $585,560.64    $8,165,263.27  Actual/360  12/18/2006  2/6/2007
            129                                   $48,564.85     $582,778.20    $7,700,924.84  Actual/360  10/23/2006  12/6/2006
            130                                   $47,074.48     $564,893.76    $7,629,850.23  Actual/360  12/13/2006  2/6/2007
   19       131                                   $37,126.13     $445,513.56    $8,100,000.00  Actual/360  11/29/2006  1/6/2007
            132                                   $46,330.69     $555,968.28    $6,719,802.06  Actual/360  12/14/2006  2/6/2007
    5       133                                   $36,665.07     $439,980.84    $7,840,000.00  Actual/360   12/6/2006  2/1/2007
            134                                   $44,011.75     $528,141.00    $7,208,956.75  Actual/360   1/26/2007  3/1/2007
            135                                   $43,744.62     $524,935.44    $7,049,573.72  Actual/360  12/14/2006  2/6/2007
            136                                   $35,138.54     $421,662.48    $7,500,000.00  Actual/360   1/11/2007  3/6/2007
   20       137                                   $34,720.89     $416,650.68    $7,330,000.00  Actual/360  12/28/2006  2/6/2007
            138                                   $42,041.95     $504,503.40    $5,970,005.64  Actual/360  12/13/2006  2/6/2007
            139                                   $40,517.20     $486,206.40    $6,156,643.05  Actual/360  12/13/2006  2/6/2007
            140                                   $44,418.96     $533,027.52    $5,391,831.07  Actual/360   12/5/2006  1/6/2007
            141                                   $42,821.09     $513,853.08    $6,516,062.62  Actual/360  10/31/2006  12/6/2006
            142                                   $41,732.13     $500,785.56    $6,420,264.28  Actual/360   11/2/2006  12/6/2006
            143                                   $42,561.12     $510,733.44    $6,079,996.96  Actual/360  10/13/2006  12/6/2006
    5       144                                   $40,255.50     $483,066.00    $6,282,102.22  Actual/360   1/25/2007  3/6/2007
            145                                   $40,952.85     $491,434.20    $6,283,137.06  Actual/360   1/10/2007  3/1/2007
            146                                   $32,525.71     $390,308.52    $6,700,000.00  Actual/360  11/30/2006  1/6/2007
            147                                   $38,097.56     $457,170.72    $5,801,016.50  Actual/360   1/30/2007  3/6/2007
          147.01
          147.02
            148                                   $32,160.56     $385,926.72    $6,500,000.00  Actual/360  10/13/2006  12/6/2006
            149                                   $37,397.15     $448,765.80    $6,049,750.23  Actual/360   12/8/2006  2/6/2007
            150                                   $37,527.75     $450,333.00    $5,759,824.80  Actual/360  12/29/2006  2/6/2007
            151                                   $40,146.87     $481,762.44    $4,908,825.05  Actual/360  12/29/2006  2/6/2007
            152                                   $29,025.83     $348,309.96    $6,000,000.00  Actual/360  11/15/2006  1/6/2007
            153                                   $35,673.88     $428,086.56    $4,953,302.78  Actual/360  10/31/2006  12/6/2006
    9       154                                   $33,479.15     $401,749.80    $5,298,708.48  Actual/360   12/8/2006  2/1/2007
            155                                   $35,942.59     $431,311.08    $4,281,014.50  Actual/360  11/15/2006  1/6/2007
            156                                   $31,230.59     $374,767.08    $4,518,534.08  Actual/360   2/2/2007   3/6/2007
          156.01
          156.02
            157                                   $31,402.33     $376,827.96    $4,778,980.69  Actual/360  10/11/2006  12/6/2006
            158                                   $30,072.97     $360,875.64    $4,704,606.33  Actual/360   11/1/2006  12/6/2006
            159                                   $25,717.26     $308,607.13    $5,180,000.00  Actual/360  12/20/2006  2/6/2007
            160                                   $26,379.06     $316,548.72    $5,071,000.00  Actual/360   11/7/2006  12/6/2006
            161                                   $29,567.30     $354,807.60    $4,417,887.69  Actual/360   8/28/2006  10/6/2006
            162                                   $24,039.93     $288,479.17    $5,000,000.00  Actual/360  12/20/2006  2/6/2007
            163                                   $24,865.97     $298,391.64    $5,000,000.00  Actual/360   12/1/2006  1/1/2007
            164                                   $24,530.90     $294,370.80    $4,975,000.00  Actual/360   12/1/2006  2/1/2007
    9       165                                   $28,426.65     $341,119.80    $4,087,044.92  Actual/360   1/5/2007   3/1/2007
            166                                   $28,157.39     $337,888.68    $4,061,493.46  Actual/360  12/21/2006  2/6/2007
            167                                   $27,208.88     $326,506.56    $4,339,976.36  Actual/360  11/20/2006  1/6/2007
    5       168                                   $26,548.25     $318,579.00    $4,323,478.01  Actual/360   1/17/2007  3/6/2007
            169                                   $27,909.00     $334,908.00    $4,350,865.60  Actual/360   1/17/2007  3/6/2007
          169.01
          169.02
            170                                   $30,902.09     $370,825.08    $3,640,526.14  Actual/360  10/31/2006  12/6/2006
            171                                   $25,948.98     $311,387.76    $3,802,784.17  Actual/360   1/19/2007  3/6/2007
            172                                   $26,709.26     $320,511.12    $3,985,015.60  Actual/360  10/31/2006  12/6/2006
            173                                   $20,801.85     $249,622.20    $4,300,000.00  Actual/360  12/18/2006  2/6/2007
            174                                   $24,510.06     $294,120.72    $3,916,291.12  Actual/360  11/13/2006  1/6/2007
            175                                   $24,456.73     $293,480.76    $3,775,061.24  Actual/360  12/29/2006  2/6/2007
    9       176                                   $24,344.84     $292,138.08    $3,467,434.14  Actual/360   1/4/2007   3/1/2007
            177                                   $24,872.28     $298,467.36    $3,840,772.27  Actual/360  10/27/2006  12/6/2006
          177.01
          177.02
          177.03
            178                                   $26,680.74     $320,168.88    $3,122,977.17  Actual/360  10/11/2006  12/6/2006
          178.01
          178.02
          178.03
          178.04
            179                                   $22,345.42     $268,145.04    $3,235,871.31  Actual/360  12/29/2006  2/6/2007
            180                                   $22,362.74     $268,352.88    $3,175,608.53  Actual/360   11/1/2006  12/6/2006
            181                                   $17,987.04     $215,844.43    $3,700,000.00  Actual/360  12/19/2006  2/6/2007
            182                                   $18,147.50     $217,770.00    $3,600,000.00  Actual/360   1/10/2007  3/6/2007
    5       183                                   $21,934.93     $263,219.16    $3,043,311.16  Actual/360  10/10/2006  12/6/2006
   21       184                                   $20,363.22     $244,358.64    $3,278,339.70  Actual/360   1/9/2007   3/6/2007
            185                                   $20,558.65     $246,703.80    $3,266,142.18  Actual/360  12/21/2006  2/6/2007
    5       186                                   $21,368.33     $256,419.96    $2,983,305.56  Actual/360  11/21/2006  1/6/2007
            187                                   $20,084.94     $241,019.28    $2,968,747.48  Actual/360  11/29/2006  1/6/2007
            188                                   $30,980.06     $371,760.72       $27,627.35  Actual/360  11/20/2006  1/6/2007
            189                                   $19,048.69     $228,584.28    $2,472,856.72  Actual/360   11/3/2006  12/6/2006
            190                                   $17,794.10     $213,529.20    $2,705,746.72  Actual/360  11/29/2006  1/6/2007
   22       191                                   $18,692.33     $224,307.96    $2,295,185.99  Actual/360   1/18/2007  3/6/2007
            192                                   $17,008.45     $204,101.40    $2,610,183.97  Actual/360   11/7/2006  1/6/2007
            193                                   $16,880.15     $202,561.80    $2,427,442.93  Actual/360   11/7/2006  1/6/2007
            194                                   $13,932.15     $167,185.80    $2,850,000.00  Actual/360  12/11/2006  2/6/2007
            195                                   $15,856.09     $190,273.08    $2,430,602.03  Actual/360   1/2/2007   2/6/2007
            196                                   $11,888.34     $142,660.08    $1,869,158.85  Actual/360  12/14/2006  2/6/2007
            197                                   $11,606.11     $139,273.32    $1,619,743.44  Actual/360  11/21/2006  1/6/2007
    9       198                                    $9,797.31     $117,567.72    $1,395,431.41  Actual/360   1/11/2007  3/1/2007
            199                                    $9,652.76     $115,833.12    $1,506,363.47  Actual/360   9/25/2006  11/6/2006
            200                                   $16,465.38     $197,584.56       $10,005.06  Actual/360  10/23/2006  12/6/2006
            201                                    $7,764.18      $93,170.16    $1,211,640.19  Actual/360   9/25/2006  11/6/2006


                    LAST IO   FIRST P&I                  GRACE                               GRACE
          CONTROL   PAYMENT    PAYMENT   PAYMENT        DAYS -                               DAYS -
FOOTNOTE   NUMBER     DATE       DATE      DATE        LATE FEE                             DEFAULT
- -------------------------------------------------------------------------------------------------------------------------

   2         1      1/6/2017                6              0                                   0
            1.01
            1.02
   3         2      2/6/2017                1              5                            See Footnote (3)
  4, 5       3     12/6/2016                6              0                                   0
            3.01
            3.02
            3.03
            3.04
            3.05
            3.06
            3.07
            3.08
            3.09
            3.10
            3.11
            3.12
            3.13
            3.14
            3.15
            3.16
            3.17
            3.18
            3.19
            3.20
            3.21
            3.22
            3.23
            3.24
            3.25
            3.26
            3.27
            3.28
            3.29
            3.30
            3.31
            3.32
            3.33
            3.34
            3.35
            3.36
             4      2/6/2017                6              0                                   0
             5      2/6/2017                6              0                                   0
            5.01
            5.02
            5.03
            5.04
            5.05
  6, 7       6      7/6/2012                6              0                                   0
            6.01
            6.02
            6.03
             7      2/6/2017                6              5                                   0
   5         8     12/6/2016                6              0                                   0
   8         9     12/6/2016                6     3 days after notice                          0
             10    12/6/2016                6              0                                   0
           10.01
           10.02
           10.03
           10.04
           10.05
           10.06
           10.07
           10.08
           10.09
           10.10
           10.11
           10.12
           10.13
           10.14
             11     1/6/2012                6              0                                   0
             12    11/6/2016                6              0                                   0
             13     1/6/2012                6              0                                   0
           13.01
           13.02
           13.03
           13.04
           13.05
           13.06
             14     2/6/2017                6              0                                   0
             15                3/6/2007     6              0                                   0
             16     4/6/2012                6              0                                   0
           16.01
           16.02
             17                3/6/2007     6              0                                   0
           17.01
           17.02
           17.03
           17.04
           17.05
           17.06
             18    12/6/2016                6              5                                   0
   9         19    12/6/2008   1/6/2009     6              0                                   0
             20     2/6/2017                6              0                                   0
             21     1/6/2009   2/6/2009     6              0                                   0
             22     2/6/2012                6              0                                   0
             23    11/6/2013                6              0                                   0
           23.01
           23.02
           23.03
           23.04
           23.05
           23.06
           23.07
             24    10/6/2011                6              0                                   0
           24.01
           24.02
             25     1/6/2009   2/6/2009     6              0                                   0
             26     1/6/2012                6              0                                   0
           26.01
           26.02
           26.03
           26.04
             27     2/6/2017                6              0                                   0
   10        28    11/6/2008  12/6/2008     6              0                                   0
   11        29     2/6/2014                6              0                                   0
           29.01
           29.02
           29.03
           29.04
           29.05
           29.06
           29.07
   12      29.08
           29.09
           29.10
           29.11
           29.12
             30     1/6/2012                6              0                                   0
             31    12/6/2011                6              0                                   0
   13        32     1/6/2012                6              0                                   0
             33    12/6/2011                6              0                                   0
 14, 15      34    10/6/2011                6              0           3 days grace but only once per twelve month period
             35     3/6/2014                6              0                                   0
             36    11/6/2016                6              0                                   0
           36.01
           36.02
           36.03
           36.04
           36.05
           36.06
             37    11/6/2013                6              0                                   0
           37.01
           37.02
           37.03
           37.04
           37.05
   5         38     1/6/2012   2/6/2012     6              0                                   0
             39     2/6/2017                6              0                                   0
             40     1/6/2012                6              0                                   0
             41     1/6/2012   2/6/2012     6              0                                   0
             42    12/6/2016                6              0                                   0
             43     1/6/2017                6              0                                   0
             44     1/6/2017                6              0                                   0
             45     2/6/2012   3/6/2012     6              5                                   0
             46    12/6/2016                6              0                                   0
             47    11/6/2011  12/6/2011     6              0                                   0
             48     3/6/2017                6              0                                   0
             49     1/6/2012   2/6/2012     6              0                                   0
   15        50     1/6/2012   2/6/2012     6              0                                   0
             51     1/6/2010   2/6/2010     6              0                                   0
             52    12/6/2009   1/6/2010     6              0                                   0
           52.01
           52.02
             53    12/6/2011                6              0                                   0
           53.01
           53.02
           53.03
             54     1/6/2009   2/6/2009     6              0                                   0
             55     3/6/2017                6              0                                   0
             56     1/6/2017                6              4                                   0
   16        57     1/6/2011                6              0                                   0
             58    10/6/2013  11/6/2013     6              0                                   0
   5         59     1/1/2017                1              5                                   5
             60    10/6/2011                6              5                                   0
   5         61     2/6/2012                6              0                                   0
             62     1/6/2017                6              0                                   0
             63     1/6/2012                6              0                                   0
           63.01
           63.02
           63.03
           63.04
             64     9/6/2008  10/6/2008     6              0                                   0
   5         65     1/1/2017                1              5                                   5
             66    12/6/2013                6              0                                   0
             67    10/6/2009  11/6/2009     6              0                                   0
             68    11/6/2016                6              0                                   0
             69    12/6/2016                6              0                                   0
             70    12/1/2011                1              5                                   5
             71    11/6/2012  12/6/2012     6              0                                   0
             72    12/6/2011   1/6/2012     6              0                                   0
             73     1/6/2017                6              0                                   0
             74     1/6/2012   2/6/2012     6              0                                   0
           74.01
           74.02
           74.03
           74.04
           74.05
           74.06
           74.07
   5         75     2/6/2012                6              0                                   0
             76     1/6/2012                6              0                                   0
             77    12/6/2016                6              0                                   0
             78     1/6/2012                6              0                                   0
 15, 17      79     8/6/2008   9/6/2008     6              0                                   0
             80    12/6/2013                6              0                                   0
             81     1/6/2017                6              0                                   0
             82     1/6/2017                6              0                                   0
   10        83     1/1/2009   2/1/2009     1              5                                   5
             84    11/6/2016                6             15                                   0
             85    12/1/2016                1              0                                   5
             86    10/6/2008  11/6/2008     6              0                                   0
   15        87     1/6/2009   2/6/2009     6              0                                   0
             88    12/6/2009   1/6/2010     6              0                                   0
             89     1/6/2012   2/6/2012     6             15                                   0
             90     2/6/2011   3/6/2011     6              0                                   0
             91     1/6/2012   2/6/2012     6              0                                   0
             92     1/6/2017                6              0                                   0
             93     1/6/2017                6              0                                   0
             94                4/6/2007     6              0                                   0
             95    11/6/2007  12/6/2007     6              0                                   0
             96    12/6/2009   1/6/2010     6              0                                   0
             97     1/1/2010   2/1/2010     1              5                                   5
             98     1/6/2012   2/6/2012     6              0                                   0
             99     2/6/2009   3/6/2009     6              0                                   0
   15       100    11/6/2009  12/6/2009     6             15                                   0
            101     1/6/2009   2/6/2009     6              0                                   0
            102    11/6/2009  12/6/2009     6              0                                   0
            103    11/6/2011  12/6/2011     6              0                                   0
           103.01
           103.02
           103.03
           103.04
           103.05
           103.06
           103.07
            104    11/6/2011  12/6/2011     6              0                                   0
            105     2/6/2012   3/6/2012     6             15                                   0
   5        106    11/6/2011  12/6/2011     6              0                                   0
            107     1/6/2012   2/6/2012     6              5                                   0
            108     2/6/2017                6              5                                   0
            109     1/6/2010                6              0                                   0
           109.01
           109.02
           109.03
            110    12/6/2008   1/6/2009     6              0                                   0
            111     1/6/2017                6              0                                   0
            112    12/6/2011   1/6/2012     6              0                                   0
            113    11/6/2009  12/6/2009     6              0                                   0
            114     1/6/2012   2/6/2012     6              0                                   0
   15       115    11/6/2009  12/6/2009     6             15                                   0
            116     2/6/2017                6              0                                   0
            117                3/6/2007     6              0                                   0
           117.01
           117.02
           117.03
            118    10/6/2016                6              0                                   0
   5        119    11/6/2008  12/6/2008     6             15                                   0
            120                1/6/2007     6              0                                   0
            121     2/6/2012   3/6/2012     6              0              5 days, not more than once per calendar year
            122     1/1/2014                1              5                                   5
            123    11/6/2009  12/6/2009     6              0                                   0
            124    12/6/2007   1/6/2008     6              0                                   0
 15, 18     125     3/6/2012   4/6/2012     6              0                                   0
            126    12/6/2016                6              0                                   0
   5        127    12/6/2011   1/6/2012     6              0                                   0
           127.01
           127.02
            128     1/6/2014   2/6/2014     6              0                                   0
            129    11/6/2011  12/6/2011     6              0                                   0
            130     1/6/2012   2/6/2012     6              0                                   0
   19       131    12/6/2016                6             15                                   0
            132                2/6/2007     6              0                                   0
   5        133     1/1/2017                1              5                                   5
            134     2/1/2012   3/1/2012     1              5                                   5
            135     1/6/2012   2/6/2012     6              0                                   0
            136     2/6/2017                6              0                                   0
   20       137     1/6/2017                6             15                                   0
            138                2/6/2007     6              0                                   0
            139     1/6/2009   2/6/2009     6              0                                   0
            140                1/6/2007     6              0                                   0
            141    11/6/2011  12/6/2011     6              0                                   0
            142               12/6/2006     6              0                                   0
            143    11/6/2008  12/6/2008     6              0                                   0
   5        144     2/6/2012   3/6/2012     6              0                                   0
            145     2/1/2012   3/1/2012     1              0                                   0
            146    12/6/2016                6              0                                   0
            147     2/6/2009   3/6/2009     6              0                                   0
           147.01
           147.02
            148    11/6/2016                6              0                                   0
            149     1/6/2012   2/6/2012     6              0                                   0
            150     1/6/2010   2/6/2010     6              0                                   0
            151                2/6/2007     6              0                                   0
            152    12/6/2016                6              0                                   0
            153               12/6/2006     6              0                                   0
   9        154     1/1/2012   2/1/2012     1              5                                   5
            155                1/6/2007     6             15                                   0
            156                3/6/2007     6              0                                   0
           156.01
           156.02
            157    11/6/2009  12/6/2009     6              0                                   0
            158    11/6/2009  12/6/2009     6              0                                   0
            159     1/6/2011                6              0                                   0
            160    11/6/2011                6              0                                   0
            161     9/6/2008  10/6/2008     6              0                                   0
            162     1/6/2012                6              0                                   0
            163    12/1/2011                1              5                                   5
            164     1/1/2017                1              5                                   5
   9        165                3/1/2007     1              5                                   5
            166                2/6/2007     6             15                                   0
            167    12/6/2010   1/6/2011     6              0                                   0
   5        168     2/6/2012   3/6/2012     6              0                                   0
            169     2/6/2012   3/6/2012     6              0                                   0
           169.01
           169.02
            170               12/6/2006     6             15                                   0
            171     2/6/2008   3/6/2008     6              0                                   0
            172               12/6/2006     6              0                                   0
            173     1/6/2017                6              0                                   0
            174    12/6/2011   1/6/2012     6              0                                   0
            175     1/6/2010   2/6/2010     6              0                                   0
   9        176                3/1/2007     1              5                                   5
            177               12/6/2006     6              0                                   0
           177.01
           177.02
           177.03
            178               12/6/2006     6             15                                   0
           178.01
           178.02
           178.03
           178.04
            179                2/6/2007     6              0                                   0
            180               12/6/2006     6              0                                   0
            181     1/6/2017                6              0                                   0
            182     2/6/2012                6              0                                   0
   5        183               12/6/2006     6              0                                   0
   21       184     2/6/2012   3/6/2012     6              0                                   0
            185     1/6/2012   2/6/2012     6              0                                   0
   5        186                1/6/2007     6              0                                   0
            187    12/6/2008   1/6/2009     6              0                                   0
            188                1/6/2007     6              0                                   0
            189               12/6/2006     6              0                                   0
            190    12/6/2009   1/6/2010     6              0                                   0
   22       191                3/6/2007     6              0                                   0
            192    12/6/2009   1/6/2010     6              0                                   0
            193                1/6/2007     6             15                                   0
            194     1/6/2012                6              0                                   0
            195     1/6/2010   2/6/2010     6              0                                   0
            196     1/6/2012   2/6/2012     6              0                                   0
            197                1/6/2007     6              0                                   0
   9        198                3/1/2007     1              5                                   5
            199    10/6/2011  11/6/2011     6              0                                   0
            200               12/6/2006     6              0                                   0
            201    10/6/2011  11/6/2011     6              0                                   0


                                                   ORIGINAL
                                                   INTEREST    REMAINING                                ORIGINAL      REMAINING
          CONTROL    LOAN TYPE (IO, AMORTIZING,      ONLY    INTEREST ONLY  ORIGINAL LOAN  REMAINING  AMORTIZATION  AMORTIZATION
FOOTNOTE   NUMBER          IO AMORTIZING)            TERM         TERM           TERM      LOAN TERM      TERM          TERM
- --------------------------------------------------------------------------------------------------------------------------------

   2         1             Interest Only              120         118            120           118          NA            NA
            1.01
            1.02
   3         2             Interest Only              120         119            120           119          NA            NA
  4, 5       3             Interest Only              119         117            119           117          NA            NA
            3.01
            3.02
            3.03
            3.04
            3.05
            3.06
            3.07
            3.08
            3.09
            3.10
            3.11
            3.12
            3.13
            3.14
            3.15
            3.16
            3.17
            3.18
            3.19
            3.20
            3.21
            3.22
            3.23
            3.24
            3.25
            3.26
            3.27
            3.28
            3.29
            3.30
            3.31
            3.32
            3.33
            3.34
            3.35
            3.36
             4             Interest Only              120         119            120           119          NA            NA
             5             Interest Only              120         119            120           119          NA            NA
            5.01
            5.02
            5.03
            5.04
            5.05
  6, 7       6             Interest Only              66           64            66             64          NA            NA
            6.01
            6.02
            6.03
             7             Interest Only              120         119            120           119          NA            NA
   5         8             Interest Only              120         117            120           117          NA            NA
   8         9             Interest Only              120         117            120           117          NA            NA
             10            Interest Only              119         117            119           117          NA            NA
           10.01
           10.02
           10.03
           10.04
           10.05
           10.06
           10.07
           10.08
           10.09
           10.10
           10.11
           10.12
           10.13
           10.14
             11            Interest Only              60           58            60             58          NA            NA
             12            Interest Only              119         116            119           116          NA            NA
             13            Interest Only              60           58            60             58          NA            NA
           13.01
           13.02
           13.03
           13.04
           13.05
           13.06
             14            Interest Only              120         119            120           119          NA            NA
             15              Amortizing                0           0             120           119         360            359
             16            Interest Only              63           61            63             61          NA            NA
           16.01
           16.02
             17              Amortizing                0           0             120           119         360            359
           17.01
           17.02
           17.03
           17.04
           17.05
           17.06
             18            Interest Only              119         117            119           117          NA            NA
   9         19    Interest Only, Then Amortizing     24           21            120           117         360            360
             20            Interest Only              120         119            120           119          NA            NA
             21    Interest Only, Then Amortizing     23           22            120           119         360            360
             22            Interest Only              60           59            60             59          NA            NA
             23            Interest Only              84           80            84             80          NA            NA
           23.01
           23.02
           23.03
           23.04
           23.05
           23.06
           23.07
             24            Interest Only              60           55            60             55          NA            NA
           24.01
           24.02
             25    Interest Only, Then Amortizing     23           22            120           119         360            360
             26            Interest Only              59           58            59             58          NA            NA
           26.01
           26.02
           26.03
           26.04
             27            Interest Only              120         119            120           119          NA            NA
   10        28    Interest Only, Then Amortizing     24           20            120           116         360            360
   11        29            Interest Only              84           83            84             83          NA            NA
           29.01
           29.02
           29.03
           29.04
           29.05
           29.06
           29.07
   12      29.08
           29.09
           29.10
           29.11
           29.12
             30            Interest Only              59           58            59             58          NA            NA
             31            Interest Only              60           57            60             57          NA            NA
   13        32            Interest Only              60           58            60             58          NA            NA
             33            Interest Only              60           57            60             57          NA            NA
 14, 15      34            Interest Only              60           55            60             55          NA            NA
             35            Interest Only              84           84            84             84          NA            NA
             36            Interest Only              120         116            120           116          NA            NA
           36.01
           36.02
           36.03
           36.04
           36.05
           36.06
             37            Interest Only              84           80            84             80          NA            NA
           37.01
           37.02
           37.03
           37.04
           37.05
   5         38    Interest Only, Then Amortizing     60           58            120           118         360            360
             39            Interest Only              120         119            120           119          NA            NA
             40            Interest Only              60           58            60             58          NA            NA
             41    Interest Only, Then Amortizing     60           58            120           118         360            360
             42            Interest Only              120         117            120           117          NA            NA
             43            Interest Only              120         118            120           118          NA            NA
             44            Interest Only              120         118            120           118          NA            NA
             45    Interest Only, Then Amortizing     60           59            120           119         360            360
             46            Interest Only              120         117            120           117          NA            NA
             47    Interest Only, Then Amortizing     60           56            120           116         360            360
             48            Interest Only              120         120            120           120          NA            NA
             49    Interest Only, Then Amortizing     60           58            120           118         360            360
   15        50    Interest Only, Then Amortizing     60           58            120           118         360            360
             51    Interest Only, Then Amortizing     36           34            120           118         360            360
             52    Interest Only, Then Amortizing     36           33            60             57         300            300
           52.01
           52.02
             53            Interest Only              60           57            60             57          NA            NA
           53.01
           53.02
           53.03
             54    Interest Only, Then Amortizing     24           22            122           120         360            360
             55            Interest Only              120         120            120           120          NA            NA
             56            Interest Only              120         118            120           118          NA            NA
   16        57            Interest Only              48           46            48             46          NA            NA
             58    Interest Only, Then Amortizing     84           79            120           115         360            360
   5         59            Interest Only              120         118            120           118          NA            NA
             60            Interest Only              60           55            60             55          NA            NA
   5         61            Interest Only              60           59            60             59          NA            NA
             62            Interest Only              120         118            120           118          NA            NA
             63            Interest Only              60           58            60             58          NA            NA
           63.01
           63.02
           63.03
           63.04
             64    Interest Only, Then Amortizing     24           18            120           114         360            360
   5         65            Interest Only              120         118            120           118          NA            NA
             66            Interest Only              84           81            84             81          NA            NA
             67    Interest Only, Then Amortizing     36           31            120           115         360            360
             68            Interest Only              120         116            120           116          NA            NA
             69            Interest Only              120         117            120           117          NA            NA
             70            Interest Only              60           57            60             57          NA            NA
             71    Interest Only, Then Amortizing     72           68            120           116         360            360
             72    Interest Only, Then Amortizing     60           57            120           117         360            360
             73            Interest Only              120         118            120           118          NA            NA
             74    Interest Only, Then Amortizing     60           58            120           118         360            360
           74.01
           74.02
           74.03
           74.04
           74.05
           74.06
           74.07
   5         75            Interest Only              60           59            60             59          NA            NA
             76            Interest Only              60           58            60             58          NA            NA
             77            Interest Only              120         117            120           117          NA            NA
             78            Interest Only              60           58            60             58          NA            NA
 15, 17      79    Interest Only, Then Amortizing     18           17            120           119         300            300
             80            Interest Only              84           81            84             81          NA            NA
             81            Interest Only              120         118            120           118          NA            NA
             82            Interest Only              120         118            120           118          NA            NA
   10        83    Interest Only, Then Amortizing     24           22            120           118         360            360
             84            Interest Only              120         116            120           116          NA            NA
             85            Interest Only              120         117            120           117          NA            NA
             86    Interest Only, Then Amortizing     24           19            120           115         360            360
   15        87    Interest Only, Then Amortizing     24           22            120           118         360            360
             88    Interest Only, Then Amortizing     36           33            120           117         360            360
             89    Interest Only, Then Amortizing     60           58            120           118         360            360
             90    Interest Only, Then Amortizing     48           47            120           119         360            360
             91    Interest Only, Then Amortizing     60           58            120           118         360            360
             92            Interest Only              120         118            120           118          NA            NA
             93            Interest Only              120         118            120           118          NA            NA
             94              Amortizing                0           0             120           120         360            360
             95    Interest Only, Then Amortizing     12           8             120           116         360            360
             96    Interest Only, Then Amortizing     36           33            120           117         360            360
             97    Interest Only, Then Amortizing     36           34            120           118         360            360
             98    Interest Only, Then Amortizing     60           58            120           118         360            360
             99    Interest Only, Then Amortizing     24           23            120           119         360            360
   15       100    Interest Only, Then Amortizing     36           32            120           116         360            360
            101    Interest Only, Then Amortizing     24           22            60             58         360            360
            102    Interest Only, Then Amortizing     36           32            120           116         360            360
            103    Interest Only, Then Amortizing     60           56            120           116         360            360
           103.01
           103.02
           103.03
           103.04
           103.05
           103.06
           103.07
            104    Interest Only, Then Amortizing     60           56            120           116         360            360
            105    Interest Only, Then Amortizing     60           59            120           119         360            360
   5        106    Interest Only, Then Amortizing     60           56            121           117         360            360
            107    Interest Only, Then Amortizing     60           58            120           118         360            360
            108            Interest Only              120         119            120           119          NA            NA
            109            Interest Only              36           34            36             34          NA            NA
           109.01
           109.02
           109.03
            110    Interest Only, Then Amortizing     24           21            120           117         360            360
            111            Interest Only              120         118            120           118          NA            NA
            112    Interest Only, Then Amortizing     60           57            120           117         360            360
            113    Interest Only, Then Amortizing     36           32            60             56         360            360
            114    Interest Only, Then Amortizing     60           58            120           118         360            360
   15       115    Interest Only, Then Amortizing     36           32            120           116         360            360
            116            Interest Only              120         119            120           119          NA            NA
            117              Amortizing                0           0             120           119         360            359
           117.01
           117.02
           117.03
            118            Interest Only              120         115            120           115          NA            NA
   5        119    Interest Only, Then Amortizing     24           20            120           116         360            360
            120              Amortizing                0           0             120           117         300            297
            121    Interest Only, Then Amortizing     60           59            120           119         360            360
            122            Interest Only              84           82            84             82          NA            NA
            123    Interest Only, Then Amortizing     36           32            120           116         360            360
            124    Interest Only, Then Amortizing     12           9             60             57         360            360
 15, 18     125    Interest Only, Then Amortizing     60           60            120           120         360            360
            126            Interest Only              120         117            120           117          NA            NA
   5        127    Interest Only, Then Amortizing     60           57            120           117         360            360
           127.01
           127.02
            128    Interest Only, Then Amortizing     84           82            120           118         360            360
            129    Interest Only, Then Amortizing     60           56            120           116         360            360
            130    Interest Only, Then Amortizing     60           58            120           118         360            360
   19       131            Interest Only              120         117            120           117          NA            NA
            132              Amortizing                0           0             120           118         360            358
   5        133            Interest Only              120         118            120           118          NA            NA
            134    Interest Only, Then Amortizing     60           59            120           119         360            360
            135    Interest Only, Then Amortizing     60           58            120           118         360            360
            136            Interest Only              120         119            120           119          NA            NA
   20       137            Interest Only              120         118            120           118          NA            NA
            138              Amortizing                0           0             120           118         360            358
            139    Interest Only, Then Amortizing     24           22            120           118         360            360
            140              Amortizing                0           0             120           117         300            297
            141    Interest Only, Then Amortizing     60           56            120           116         360            360
            142              Amortizing                0           0             60             56         360            356
            143    Interest Only, Then Amortizing     24           20            120           116         360            360
   5        144    Interest Only, Then Amortizing     60           59            120           119         360            360
            145    Interest Only, Then Amortizing     60           59            120           119         360            360
            146            Interest Only              120         117            120           117          NA            NA
            147    Interest Only, Then Amortizing     24           23            120           119         360            360
           147.01
           147.02
            148            Interest Only              120         116            120           116          NA            NA
            149    Interest Only, Then Amortizing     60           58            120           118         360            360
            150    Interest Only, Then Amortizing     36           34            120           118         360            360
            151              Amortizing                0           0             120           118         300            298
            152            Interest Only              120         117            120           117          NA            NA
            153              Amortizing                0           0             120           116         360            356
   9        154    Interest Only, Then Amortizing     60           58            120           118         360            360
            155              Amortizing                0           0             120           117         300            297
            156              Amortizing                0           0             120           119         360            359
           156.01
           156.02
            157    Interest Only, Then Amortizing     36           32            120           116         360            360
            158    Interest Only, Then Amortizing     36           32            120           116         360            360
            159            Interest Only              48           46            48             46          NA            NA
            160            Interest Only              60           56            60             56          NA            NA
            161    Interest Only, Then Amortizing     24           18            120           114         360            360
            162            Interest Only              60           58            60             58          NA            NA
            163            Interest Only              60           57            60             57          NA            NA
            164            Interest Only              120         118            120           118          NA            NA
   9        165              Amortizing                0           0             120           119         360            359
            166              Amortizing                0           0             120           118         360            358
            167    Interest Only, Then Amortizing     48           45            120           117         360            360
   5        168    Interest Only, Then Amortizing     60           59            120           119         360            360
            169    Interest Only, Then Amortizing     60           59            120           119         360            360
           169.01
           169.02
            170              Amortizing                0           0             120           116         300            296
            171    Interest Only, Then Amortizing     12           11            120           119         360            360
            172              Amortizing                0           0             84             80         360            356
            173            Interest Only              120         118            120           118          NA            NA
            174    Interest Only, Then Amortizing     60           57            120           117         360            360
            175    Interest Only, Then Amortizing     36           34            120           118         360            360
   9        176              Amortizing                0           0             120           119         360            359
            177              Amortizing                0           0             60             56         360            356
           177.01
           177.02
           177.03
            178              Amortizing                0           0             120           116         300            296
           178.01
           178.02
           178.03
           178.04
            179              Amortizing                0           0             120           118         360            358
            180              Amortizing                0           0             120           116         360            356
            181            Interest Only              120         118            120           118          NA            NA
            182            Interest Only              60           59            60             59          NA            NA
   5        183              Amortizing                0           0             120           116         360            356
   21       184    Interest Only, Then Amortizing     60           59            120           119         360            360
            185    Interest Only, Then Amortizing     60           58            120           118         360            360
   5        186              Amortizing                0           0             120           117         360            357
            187    Interest Only, Then Amortizing     24           21            120           117         360            360
            188           Fully Amortizing             0           0             144           141         144            141
            189              Amortizing                0           0             120           116         324            320
            190    Interest Only, Then Amortizing     36           33            120           117         360            360
   22       191              Amortizing                0           0             120           119         300            299
            192    Interest Only, Then Amortizing     36           33            120           117         360            360
            193              Amortizing                0           0             120           117         360            357
            194            Interest Only              60           58            60             58          NA            NA
            195    Interest Only, Then Amortizing     36           34            120           118         360            360
            196    Interest Only, Then Amortizing     60           58            120           118         360            360
            197              Amortizing                0           0             120           117         360            357
   9        198              Amortizing                0           0             120           119         360            359
            199    Interest Only, Then Amortizing     60           55            120           115         360            360
            200           Fully Amortizing             0           0             120           116         120            116
            201    Interest Only, Then Amortizing     60           55            120           115         360            360


                                                     HYPER AM
                                           HYPER       LOAN                                 CROSS          CROSS
          CONTROL             MATURITY   AMORTIZING  MATURITY                CASH      COLLATERALIZED  COLLATERALIZED
FOOTNOTE   NUMBER  SEASONING    DATE        LOAN       DATE    LOCKBOX    MANAGEMENT        (Y/N)          GROUP
- ---------------------------------------------------------------------------------------------------------------------

   2         1         2      1/6/2017       No                   Hard      In Place          No             NAP
            1.01
            1.02
   3         2         1      2/6/2017       No                   Hard        None            No             NAP
  4, 5       3         2      12/6/2016      No                   Hard      In Place          No             NAP
            3.01
            3.02
            3.03
            3.04
            3.05
            3.06
            3.07
            3.08
            3.09
            3.10
            3.11
            3.12
            3.13
            3.14
            3.15
            3.16
            3.17
            3.18
            3.19
            3.20
            3.21
            3.22
            3.23
            3.24
            3.25
            3.26
            3.27
            3.28
            3.29
            3.30
            3.31
            3.32
            3.33
            3.34
            3.35
            3.36
             4         1      2/6/2017       No                   Hard      In Place          No             NAP
             5         1      2/6/2017       No                   Hard     Springing          No             NAP
            5.01
            5.02
            5.03
            5.04
            5.05
  6, 7       6         2      7/6/2012       No                   Hard      In Place          No             NAP
            6.01
            6.02
            6.03
             7         1      2/6/2017       No                   Hard     Springing          No             NAP
   5         8         3      12/6/2016      No                   Hard      In Place          No             NAP
   8         9         3      12/6/2016      No                   Hard     Springing          No             NAP
             10        2      12/6/2016      No                   Hard     Springing          No             NAP
           10.01
           10.02
           10.03
           10.04
           10.05
           10.06
           10.07
           10.08
           10.09
           10.10
           10.11
           10.12
           10.13
           10.14
             11        2      1/6/2012       No                   Hard     Springing          No             NAP
             12        3      11/6/2016      No                   Hard      In Place          No             NAP
             13        2      1/6/2012       No                   Hard     Springing          No             NAP
           13.01
           13.02
           13.03
           13.04
           13.05
           13.06
             14        1      2/6/2017       No                   Hard     Springing          No             NAP
             15        1      2/6/2017       No                   Hard      In Place          No             NAP
             16        2      4/6/2012       No                   Hard     Springing          No             NAP
           16.01
           16.02
             17        1      2/6/2017       No                   Hard      In Place          No             NAP
           17.01
           17.02
           17.03
           17.04
           17.05
           17.06
             18        2      12/6/2016      No                Springing   Springing          No             NAP
   9         19        3      12/6/2016      No                   Hard      In Place          No             NAP
             20        1      2/6/2017       No                   Hard     Springing          No             NAP
             21        1      2/6/2017       No                   Hard     Springing          No             NAP
             22        1      2/6/2012       No                   Hard     Springing          No             NAP
             23        4      11/6/2013      No                   Soft     Springing          No             NAP
           23.01
           23.02
           23.03
           23.04
           23.05
           23.06
           23.07
             24        5      10/6/2011      No                   Hard     Springing          No             NAP
           24.01
           24.02
             25        1      2/6/2017       No                   Hard     Springing          No             NAP
             26        1      1/6/2012       No                   Hard      In Place          No             NAP
           26.01
           26.02
           26.03
           26.04
             27        1      2/6/2017       No                   Hard     Springing          No             NAP
   10        28        4      11/6/2016      No                    No         NAP             No             NAP
   11        29        1      2/6/2014       No                   Soft     Springing          No             NAP
           29.01
           29.02
           29.03
           29.04
           29.05
           29.06
           29.07
   12      29.08
           29.09
           29.10
           29.11
           29.12
             30        1      1/6/2012       No                   Hard      In Place          No             NAP
             31        3      12/6/2011      No                   Hard     Springing          No             NAP
   13        32        2      1/6/2012       No                   Hard      In Place          No             NAP
             33        3      12/6/2011      No                   Soft      In Place          No             NAP
 14, 15      34        5      10/6/2011      No                   Hard     Springing          No             NAP
             35        0      3/6/2014       No                   Hard     Springing          No             NAP
             36        4      11/6/2016      No                   Soft      In Place          No             NAP
           36.01
           36.02
           36.03
           36.04
           36.05
           36.06
             37        4      11/6/2013      No                   Soft      In Place          No             NAP
           37.01
           37.02
           37.03
           37.04
           37.05
   5         38        2      1/6/2017       No                   Soft     Springing          No             NAP
             39        1      2/6/2017       No                   Hard     Springing          No             NAP
             40        2      1/6/2012       No                    No         NAP             No             NAP
             41        2      1/6/2017       No                   Soft     Springing          No             NAP
             42        3      12/6/2016      No                   Hard     Springing          No             NAP
             43        2      1/6/2017       No                   Hard      In Place          No             NAP
             44        2      1/6/2017       No                    No         NAP             No             NAP
             45        1      2/6/2017       No                   Hard     Springing          No             NAP
             46        3      12/6/2016      No                   Hard     Springing          No             NAP
             47        4      11/6/2016      No                   Hard     Springing          No             NAP
             48        0      3/6/2017       No                   Hard     Springing          No             NAP
             49        2      1/6/2017       No                    No         NAP             No             NAP
   15        50        2      1/6/2017       No                   Hard      In Place          No             NAP
             51        2      1/6/2017       No                   Soft     Springing          No             NAP
             52        3      12/6/2011      No                    No         NAP             No             NAP
           52.01
           52.02
             53        3      12/6/2011      No                    No         NAP             No             NAP
           53.01
           53.02
           53.03
             54        2      3/6/2017       No                   Hard     Springing          No             NAP
             55        0      3/6/2017       No                   Hard     Springing          No             NAP
             56        2      1/6/2017       No                   Hard     Springing          No             NAP
   16        57        2      1/6/2011       No                   Soft     Springing          No             NAP
             58        5      10/6/2016      No                   Hard     Springing          No             NAP
   5         59        2      1/1/2017       No                    No         NAP             No             NAP
             60        5      10/6/2011      No                    No         NAP             No             NAP
   5         61        1      2/6/2012       No                    No         NAP             No             NAP
             62        2      1/6/2017       No                   Hard      In Place          No             NAP
             63        2      1/6/2012       No                    No         NAP             No             NAP
           63.01
           63.02
           63.03
           63.04
             64        6      9/6/2016       No                    No         NAP             No             NAP
   5         65        2      1/1/2017       No                    No         NAP             No             NAP
             66        3      12/6/2013      No                   Soft     Springing          No             NAP
             67        5      10/6/2016      No                   Hard      In Place          No             NAP
             68        4      11/6/2016      No                   Soft     Springing          No             NAP
             69        3      12/6/2016      No                   Soft     Springing          No             NAP
             70        3      12/1/2011      No                    No         NAP             No             NAP
             71        4      11/6/2016      No                   Hard     Springing          No             NAP
             72        3      12/6/2016      No                    No         NAP             No             NAP
             73        2      1/6/2017       No                   Hard      In Place          No             NAP
             74        2      1/6/2017       No                    No         NAP             No             NAP
           74.01
           74.02
           74.03
           74.04
           74.05
           74.06
           74.07
   5         75        1      2/6/2012       No                    No         NAP             No             NAP
             76        2      1/6/2012       No                   Soft     Springing          No             NAP
             77        3      12/6/2016      No                   Hard     Springing          No             NAP
             78        2      1/6/2012       No                    No         NAP             No             NAP
 15, 17      79        1      2/6/2017       No                   Hard     Springing          No             NAP
             80        3      12/6/2013      No                   Hard      In Place          No             NAP
             81        2      1/6/2017       No                   Hard      In Place          No             NAP
             82        2      1/6/2017       No                   Hard      In Place          No             NAP
   10        83        2      1/1/2017       No                    No         NAP             No             NAP
             84        4      11/6/2016      No                    No         NAP             No             NAP
             85        3      12/1/2016      No                    No         NAP             No             NAP
             86        5      10/6/2016      No                    No         NAP             No             NAP
   15        87        2      1/6/2017       No                   Hard      In Place          No             NAP
             88        3      12/6/2016      No                    No         NAP             No             NAP
             89        2      1/6/2017       No                    No         NAP             No             NAP
             90        1      2/6/2017       No                   Hard     Springing          No             NAP
             91        2      1/6/2017       No                    No         NAP             No             NAP
             92        2      1/6/2017       No                   Hard      In Place          No             NAP
             93        2      1/6/2017       No                    No         NAP             No             NAP
             94        0      3/6/2017       No                   Hard     Springing          No             NAP
             95        4      11/6/2016      No                    No         NAP             No             NAP
             96        3      12/6/2016      No                    No         NAP             No             NAP
             97        2      1/1/2017       No                    No         NAP             No             NAP
             98        2      1/6/2017       No                    No         NAP             No             NAP
             99        1      2/6/2017       No                    No         NAP             No             NAP
   15       100        4      11/6/2016      No                    No         NAP             No             NAP
            101        2      1/6/2012       No                    No         NAP             No             NAP
            102        4      11/6/2016      No                    No         NAP             No             NAP
            103        4      11/6/2016      No                    No         NAP             No             NAP
           103.01
           103.02
           103.03
           103.04
           103.05
           103.06
           103.07
            104        4      11/6/2016      No                    No         NAP             No             NAP
            105        1      2/6/2017       No                    No         NAP             No             NAP
   5        106        4      12/6/2016      No                   Hard     Springing          No             NAP
            107        2      1/6/2017       No                    No         NAP             No             NAP
            108        1      2/6/2017       No                    No         NAP             No             NAP
            109        2      1/6/2010       No                    No         NAP             No             NAP
           109.01
           109.02
           109.03
            110        3      12/6/2016      No                    No         NAP             No             NAP
            111        2      1/6/2017       No                    No         NAP             No             NAP
            112        3      12/6/2016      No                   Hard     Springing          No             NAP
            113        4      11/6/2011      No                    No         NAP             No             NAP
            114        2      1/6/2017       No                    No         NAP             No             NAP
   15       115        4      11/6/2016      No                    No         NAP             No             NAP
            116        1      2/6/2017       No                    No         NAP             No             NAP
            117        1      2/6/2017       No                    No         NAP             No             NAP
           117.01
           117.02
           117.03
            118        5      10/6/2016      No                   Hard      In Place          No             NAP
   5        119        4      11/6/2016      No                    No         NAP             No             NAP
            120        3      12/6/2016      No                   Hard      In Place          No             NAP
            121        1      2/6/2017       No                    No         NAP             No             NAP
            122        2      1/1/2014       No                    No         NAP             No             NAP
            123        4      11/6/2016      No                    No         NAP             No             NAP
            124        3      12/6/2011      No                   Hard     Springing          No             NAP
 15, 18     125        0      3/6/2017       No                    No         NAP             No             NAP
            126        3      12/6/2016      No                    No         NAP             No             NAP
   5        127        3      12/6/2016      No                   Soft     Springing          No             NAP
           127.01
           127.02
            128        2      1/6/2017       No                    No         NAP             No             NAP
            129        4      11/6/2016      No                   Hard     Springing          No             NAP
            130        2      1/6/2017       No                    No         NAP             No             NAP
   19       131        3      12/6/2016      No                    No         NAP             No             NAP
            132        2      1/6/2017       No                    No         NAP             No             NAP
   5        133        2      1/1/2017       No                    No         NAP             No             NAP
            134        1      2/1/2017       No                    No         NAP             No             NAP
            135        2      1/6/2017       No                    No         NAP             No             NAP
            136        1      2/6/2017       No                    No         NAP             No             NAP
   20       137        2      1/6/2017       No                   Hard      In Place          No             NAP
            138        2      1/6/2017       No                    No         NAP             No             NAP
            139        2      1/6/2017       No                    No         NAP             No             NAP
            140        3      12/6/2016      No                    No         NAP             No             NAP
            141        4      11/6/2016      No                    No         NAP             No             NAP
            142        4      11/6/2011      No                   Hard     Springing          No             NAP
            143        4      11/6/2016      No                    No         NAP             No             NAP
   5        144        1      2/6/2017       No                   Hard     Springing          No             NAP
            145        1      2/1/2017       No                    No         NAP             No             NAP
            146        3      12/6/2016      No                    No         NAP             No             NAP
            147        1      2/6/2017       No                   Hard     Springing          No             NAP
           147.01
           147.02
            148        4      11/6/2016      No                    No         NAP             No             NAP
            149        2      1/6/2017       No                    No         NAP             No             NAP
            150        2      1/6/2017       No                   Hard     Springing          No             NAP
            151        2      1/6/2017       No                    No         NAP             No             NAP
            152        3      12/6/2016      No                    No         NAP             No             NAP
            153        4      11/6/2016      No                   Soft     Springing          No             NAP
   9        154        2      1/1/2017       No                    No         NAP             No             NAP
            155        3      12/6/2016      No                    No         NAP             No             NAP
            156        1      2/6/2017       No                    No         NAP             No             NAP
           156.01
           156.02
            157        4      11/6/2016      No                    No         NAP             No             NAP
            158        4      11/6/2016      No                    No         NAP             No             NAP
            159        2      1/6/2011       No                    No         NAP             No             NAP
            160        4      11/6/2011      No                   Soft     Springing          No             NAP
            161        6      9/6/2016       No                    No         NAP             No             NAP
            162        2      1/6/2012       No                    No         NAP             No             NAP
            163        3      12/1/2011      No                    No         NAP             No             NAP
            164        2      1/1/2017       No                    No         NAP             No             NAP
   9        165        1      2/1/2017       No                    No         NAP             No             NAP
            166        2      1/6/2017       No                    No         NAP             No             NAP
            167        3      12/6/2016      No                    No         NAP             No             NAP
   5        168        1      2/6/2017       No                    No         NAP             No             NAP
            169        1      2/6/2017       No                    No         NAP             No             NAP
           169.01
           169.02
            170        4      11/6/2016      No                    No         NAP             No             NAP
            171        1      2/6/2017       No                    No         NAP             No             NAP
            172        4      11/6/2013      No                   Soft     Springing          No             NAP
            173        2      1/6/2017       No                    No         NAP             No             NAP
            174        3      12/6/2016      No                    No         NAP             No             NAP
            175        2      1/6/2017       No                    No         NAP             No             NAP
   9        176        1      2/1/2017       No                    No         NAP             No             NAP
            177        4      11/6/2011      No                   Hard     Springing          No             NAP
           177.01
           177.02
           177.03
            178        4      11/6/2016      No                   Hard     Springing          No             NAP
           178.01
           178.02
           178.03
           178.04
            179        2      1/6/2017       No                    No         NAP             No             NAP
            180        4      11/6/2016      No                    No         NAP             No             NAP
            181        2      1/6/2017       No                    No         NAP             No             NAP
            182        1      2/6/2012       No                    No         NAP             No             NAP
   5        183        4      11/6/2016      No                    No         NAP             No             NAP
   21       184        1      2/6/2017       No                    No         NAP             No             NAP
            185        2      1/6/2017       No                    No         NAP             No             NAP
   5        186        3      12/6/2016      No                    No         NAP             No             NAP
            187        3      12/6/2016      No                    No         NAP             No             NAP
            188        3      12/6/2018      No                    No         NAP             No             NAP
            189        4      11/6/2016      No                    No         NAP             No             NAP
            190        3      12/6/2016      No                    No         NAP             No             NAP
   22       191        1      2/6/2017       No                   Soft      In Place          No             NAP
            192        3      12/6/2016      No                    No         NAP             No             NAP
            193        3      12/6/2016      No                    No         NAP             No             NAP
            194        2      1/6/2012       No                    No         NAP             No             NAP
            195        2      1/6/2017       No                    No         NAP             No             NAP
            196        2      1/6/2017       No                    No         NAP             No             NAP
            197        3      12/6/2016      No                   Hard     Springing          No             NAP
   9        198        1      2/1/2017       No                    No         NAP             No             NAP
            199        5      10/6/2016      No                    No         NAP             No             NAP
            200        4      11/6/2016      No                    No         NAP             No             NAP
            201        5      10/6/2016      No                    No         NAP             No             NAP


          CONTROL                                                                                      MEZZ DEBT    B NOTE
FOOTNOTE   NUMBER                     PREPAYMENT PROVISIONS (# OF PAYMENTS) (1)                         BALANCE    BALANCE
- --------------------------------------------------------------------------------------------------------------------------

    2        1     Lockout/26_Defeasance/90_0%/4                                                     $472,172,000
            1.01
            1.02
    3        2     Lockout/25_Defeasance/91_0%/4
  4, 5       3     Lockout/5_Greater of YM or 1% (via property releases <$50,000,000)/21_Defeasance
                   or Greater of YM or 1% (via property releases <$50,000,000)/88_0%/5
            3.01
            3.02
            3.03
            3.04
            3.05
            3.06
            3.07
            3.08
            3.09
            3.10
            3.11
            3.12
            3.13
            3.14
            3.15
            3.16
            3.17
            3.18
            3.19
            3.20
            3.21
            3.22
            3.23
            3.24
            3.25
            3.26
            3.27
            3.28
            3.29
            3.30
            3.31
            3.32
            3.33
            3.34
            3.35
            3.36
             4     Lockout/25_Defeasance/91_0%/4
             5     Lockout/25_Defeasance/91_0%/4
            5.01
            5.02
            5.03
            5.04
            5.05
  6, 7       6     Lockout/26_Defeasance/36_0%/4-SEE FOOTNOTE (7)
            6.01
            6.02
            6.03
             7     Lockout/25_Defeasance/91_0%/4
    5        8     Lockout/27_Defeasance/89_0%/4
    8        9     Lockout/27_Defeasance/88_0%/5                                                     $300,000,000
             10    Lockout/26_Defeasance or Partial Defeasance/89_0%/4
           10.01
           10.02
           10.03
           10.04
           10.05
           10.06
           10.07
           10.08
           10.09
           10.10
           10.11
           10.12
           10.13
           10.14
             11    Lockout/26_Defeasance or > YM or 1%/27_0%/7
             12    Lockout/27_Defeasance/88_0%/4
             13    Lockout/0_>YM or1%/56_0%/4                                                         $23,500,000
           13.01
           13.02
           13.03
           13.04
           13.05
           13.06
             14    Lockout/25_Defeasance/91_0%/4
             15    Lockout/25_Defeasance/91_0%/4
             16    Lockout/26_Defeasance/33_0%/4
           16.01
           16.02
             17    Lockout/25_Defeasance or Greater of YM or 1% (also Partial Defeasance or Partial
                   Yield Maintenance)/91_0%/4
           17.01
           17.02
           17.03
           17.04
           17.05
           17.06
             18    Lockout/26_Defeasance or Partial Defeasance/89_0%/4
    9        19    Lockout/27_Defeasance/89_0%/4
             20    Lockout/25_Defeasance/91_0%/4
             21    Lockout/25_Defeasance/91_0%/4
             22    Lockout/11_>YM or 0.125%/39_0%/10
             23    Lockout/28_> YM or 1%/53_0%/3
           23.01
           23.02
           23.03
           23.04
           23.05
           23.06
           23.07
             24    Lockout/29_Defeasance/27_0%/4
           24.01
           24.02
             25    Lockout/25_Defeasance/91_0%/4
             26    Lockout/25_Defeasance or Partial Defeasance/30_0%/4
           26.01
           26.02
           26.03
           26.04
             27    Lockout/25_Defeasance/91_0%/4
   10        28    Lockout/28_Defeasance/88_0%/4
   11        29    Lockout/25_Defeasance or Partial Defeasance/55_0%/4
           29.01
           29.02
           29.03
           29.04
           29.05
           29.06
           29.07
   12      29.08
           29.09
           29.10
           29.11
           29.12
             30    Lockout/25_Defeasance/30_0%/4
             31    Lockout/27_Defeasance/28_0%/5
   13        32    Lockout/26_Defeasance or YM/30_0%/4
             33    Lockout/27_Defeasance/8_0%/25
 14, 15      34    Lockout/29_Defeasance/21_0%/10                                                                   $28,500,000
             35    Lockout/24_Defeasance/56_0%/4
             36    Lockout/28_Defeasance/88_0%/4
           36.01
           36.02
           36.03
           36.04
           36.05
           36.06
             37    Lockout/28_Defeasance/52_0%/4
           37.01
           37.02
           37.03
           37.04
           37.05
    5        38    Lockout/38_Defeasance/78_0%/4
             39    Lockout/25_Defeasance/91_0%/4
             40    Lockout/26_Defeasance/30_0%/4
             41    Lockout/26_Defeasance/90_0%/4
             42    Lockout/27_Defeasance/89_0%/4
             43    Lockout/26_Defeasance/90_0%/4
             44    Lockout/26_Defeasance/90_0%/4
             45    Lockout/25_Defeasance/91_0%/4
             46    Lockout/27_Defeasance/89_0%/4
             47    Lockout/28_Defeasance/88_0%/4
             48    Lockout/24_Defeasance/92_0%/4
             49    Lockout/26_Defeasance/90_0%/4
   15        50    Lockout/26_Defeasance/90_0%/4                                                                    $2,880,000
             51    Lockout/30_> YM or 1%/86_0%/4
             52    Lockout/27_Defeasance/29_0%/4
           52.01
           52.02
             53    Lockout/27_Defeasance/29_0%/4                                                       $6,475,000
           53.01
           53.02
           53.03
             54    Lockout/26_Defeasance/92_0%/4
             55    Lockout/24_Defeasance/92_0%/4
             56    Lockout/26_Defeasance/90_0%/4
   16        57    Lockout/26_Defeasance/19_0%/3                                                       $8,700,000
             58    Lockout/29_Defeasance/88_0%/3                                                       $6,000,000
    5        59    Lockout/26_Defeasance/89_0%/5
             60    Lockout/29_Defeasance/28_0%/3
    5        61    Lockout/25_> YM or 1%/31_0%/4
             62    Lockout/26_Defeasance/90_0%/4
             63    Lockout/23_> YM or 1%/33_0%/4
           63.01
           63.02
           63.03
           63.04
             64    Lockout/30_Defeasance/86_0%/4
    5        65    Lockout/26_Defeasance/89_0%/5
             66    Lockout/27_Defeasance/54_0%/3
             67    Lockout/29_Defeasance/88_0%/3
             68    Lockout/0_> YM or 1%/116_0%/4
             69    Lockout/27_Defeasance/90_0%/3
             70    Lockout/27_Defeasance/29_0%/4
             71    Lockout/28_Defeasance/88_0%/4
             72    Lockout/27_Defeasance/89_0%/4
             73    Lockout/26_Defeasance/90_0%/4
             74    Lockout/26_Defeasance or Partial Defeasance/90_0%/4
           74.01
           74.02
           74.03
           74.04
           74.05
           74.06
           74.07
    5        75    Lockout/25_Defeasance/31_0%/4
             76    Lockout/26_Defeasance/30_0%/4
             77    Lockout/27_Defeasance/89_0%/4
             78    Lockout/26_Defeasance/27_0%/7
 15, 17      79    Lockout/25_Defeasance/91_0%/4                                                                    $2,140,000
             80    Lockout/27_Defeasance/53_0%/4                                                       $3,856,693
             81    Lockout/26_Defeasance/90_0%/4
             82    Lockout/26_Defeasance/90_0%/4
   10        83    Lockout/26_Defeasance/90_0%/4
             84    Lockout/28_Defeasance/88_0%/4
             85    Lockout/12_> YM or 1%/104_0%/4
             86    Lockout/29_Defeasance/88_0%/3
   15        87    Lockout/26_Defeasance/91_0%/3                                                                    $2,300,000
             88    Lockout/27_Defeasance/89_0%/4
             89    Lockout/26_Defeasance or Partial Defeasance/90_0%/4
             90    Lockout/25_Defeasance/91_0%/4
             91    Lockout/26_Defeasance/90_0%/4
             92    Lockout/26_Defeasance/90_0%/4
             93    Lockout/26_Defeasance/90_0%/4
             94    Lockout/24_Defeasance/91_0%/3
             95    Lockout/28_Defeasance/88_0%/4
             96    Lockout/27_Defeasance/89_0%/4
             97    Lockout/26_Defeasance/90_0%/4
             98    Lockout/26_Defeasance/90_0%/4
             99    Lockout/25_Defeasance/91_0%/4
   15       100    Lockout/28_Defeasance/88_0%/4                                                                    $790,625
            101    Lockout/11_> YM or 1%/42_0%/7
            102    Lockout/28_Defeasance/88_0%/4
            103    Lockout/28_Defeasance/88_0%/4
           103.01
           103.02
           103.03
           103.04
           103.05
           103.06
           103.07
            104    Lockout/28_Defeasance/88_0%/4
            105    Lockout/25_Defeasance/91_0%/4
    5       106    Lockout/28_Defeasance/89_0%/4 - SEE FOOTNOTE
            107    Lockout/26_Defeasance/91_0%/3
            108    Lockout/25_Defeasance/91_0%/4
            109    Lockout/0_>YM or1%/32_0%/4
           109.01
           109.02
           109.03
            110    Lockout/27_Defeasance/89_0%/4
            111    Lockout/26_Defeasance/87_0%/7
            112    Lockout/27_Defeasance/90_0%/3
            113    Lockout/30_> YM or 1%/26_0%/4
            114    Lockout/26_Defeasance/90_0%/4
   15       115    Lockout/28_Defeasance/88_0%/4                                                                    $651,500
            116    Lockout/25_Defeasance/91_0%/4
            117    Lockout/25_Defeasance/91_0%/4
           117.01
           117.02
           117.03
            118    Lockout/29_Defeasance/87_0%/4
    5       119    Lockout/28_Defeasance/88_0%/4
            120    Lockout/26_Defeasance/90_0%/4
            121    Lockout/25_Defeasance/91_0%/4
            122    Lockout/23_>YM or 1%/57_0%/4
            123    Lockout/28_Defeasance/88_0%/4
            124    Lockout/27_Defeasance/29_0%/4
 15, 18     125    Lockout/24_Defeasance/92_0%/4                                                                    $490,000
            126    Lockout/27_Defeasance/89_0%/4
    5       127    Lockout/27_Defeasance/90_0%/3
           127.01
           127.02
            128    Lockout/26_Defeasance or Partial Defeasance/90_0%/4
            129    Lockout/28_Defeasance/89_0%/3
            130    Lockout/26_Defeasance/90_0%/4
   19       131    Lockout/27_Defeasance/89_0%/4
            132    Lockout/26_Defeasance/90_0%/4
    5       133    Lockout/26_Defeasance/89_0%/5
            134    Lockout/11_>YM or 1%/105_0%/4
            135    Lockout/26_Defeasance/90_0%/4
            136    Lockout/25_Defeasance/91_0%/4
   20       137    Lockout/26_Defeasance/90_0%/4
            138    Lockout/26_Defeasance/89_0%/5
            139    Lockout/26_Defeasance/91_0%/3
            140    Lockout/27_Defeasance/89_0%/4
            141    Lockout/23_>YM or 1% (also Partial YM)/93_0%/4
            142    Lockout/28_Defeasance/28_0%/4
            143    Lockout/28_Defeasance/88_0%/4
    5       144    Lockout/0_> YM or 1%/116_0%/4
            145    Lockout/25_Defeasance/92_0%/3
            146    Lockout/27_>YM or 1%/89_0%/4
            147    Lockout/25_Defeasance/91_0%/4
           147.01
           147.02
            148    Lockout/23_>YM or 1%/90_0%/7
            149    Lockout/26_Defeasance or Greater of YM or 1%/90_0%/4
            150    Lockout/26_Defeasance/90_0%/4
            151    Lockout/26_Defeasance/90_0%/4
            152    Lockout/27_Defeasance/89_0%/4
            153    Lockout/28_Defeasance/88_0%/4
    9       154    Lockout/26_Defeasance/90_0%/4
            155    Lockout/27_Defeasance/89_0%/4
            156    Lockout/25_Defeasance or Partial Defeasance/91_0%/4
           156.01
           156.02
            157    Lockout/28_Defeasance/88_0%/4
            158    Lockout/28_Defeasance/88_0%/4
            159    Lockout/0_> YM or 1%/44_0%/4
            160    Lockout/32_> YM or 1%/24_0%/4
            161    Lockout/30_Defeasance/87_0%/3
            162    Lockout/26_Defeasance/31_0%/3
            163    Lockout/27_Defeasance/29_0%/4
            164    Lockout/23_>YM or 1%/93_0%/4
    9       165    Lockout/25_Defeasance/91_0%/4
            166    Lockout/26_Defeasance/90_0%/4
            167    Lockout/27_Defeasance/89_0%/4
    5       168    Lockout/25_Defeasance/91_0%/4
            169    Lockout/25_Defeasance/91_0%/4
           169.01
           169.02
            170    Lockout/28_Defeasance/88_0%/4
            171    Lockout/25_Defeasance/91_0%/4
            172    Lockout/28_Defeasance/52_0%/4
            173    Lockout/26_Defeasance/90_0%/4
            174    Lockout/27_Defeasance/89_0%/4
            175    Lockout/26_Defeasance/90_0%/4
    9       176    Lockout/25_Defeasance/91_0%/4
            177    Lockout/28_Defeasance/28_0%/4
           177.01
           177.02
           177.03
            178    Lockout/28_Defeasance/88_0%/4
           178.01
           178.02
           178.03
           178.04
            179    Lockout/26_Defeasance/90_0%/4
            180    Lockout/28_Defeasance/88_0%/4
            181    Lockout/26_Defeasance/91_0%/3
            182    Lockout/25_>YM or 1%/31_0%/4
    5       183    Lockout/59_> YM or 1%/57_0%/4
   21       184    Lockout/25_Defeasance/91_0%/4 (3)
            185    Lockout/26_>YM or 1%/90_0%/4
    5       186    Lockout/27_Defeasance or Greater of YM or 1%/89_0%/4
            187    Lockout/27_Defeasance/89_0%/4
            188    Lockout/27_Defeasance/113_0%/4
            189    Lockout/28_Defeasance/88_0%/4
            190    Lockout/27_Defeasance/89_0%/4
   22       191    Lockout/25_Defeasance/91_0%/4
            192    Lockout/27_Defeasance/89_0%/4
            193    Lockout/27_Defeasance/89_0%/4
            194    Lockout/26_>YM or 1%/30_0%/4
            195    Lockout/26_Defeasance/90_0%/4
            196    Lockout/26_Defeasance/90_0%/4
            197    Lockout/27_Defeasance/89_0%/4
    9       198    Lockout/25_Defeasance/91_0%/4
            199    Lockout/59_> YM or 1%/57_0%/4
            200    Lockout/28_Defeasance/88_0%/4
            201    Lockout/59_> YM or 1%/57_0%/4


                                EARNOUT OR                                                             SCHEDULED
          CONTROL   EARNOUT     PERFORMANCE    P & I AFTER   APPRAISAL                   CUT-OFF DATE  MATURITY
FOOTNOTE   NUMBER    FLAG    GUARANTEE AMOUNT    EARNOUT        DATE    APPRAISAL VALUE      LTV       DATE LTV   OCCUPANCY %
- -----------------------------------------------------------------------------------------------------------------------------

   2         1        No                   $0        $0.00               $1,281,000,000      50.0%        50.0%      99.3%
            1.01                                            12/8/2006    $1,160,000,000                              99.6%
            1.02                                            12/8/2006      $121,000,000                              82.6%
   3         2        No                   $0        $0.00   1/1/2007    $1,300,000,000      26.9%        26.9%      96.1%
  4, 5       3        No                   $0        $0.00                 $390,000,000      78.2%        78.2%      90.3%
            3.01                                            11/20/2006      $32,800,000                              100.0%
            3.02                                            11/20/2006      $23,700,000                              100.0%
            3.03                                            11/20/2006      $21,000,000                              59.3%
            3.04                                            11/20/2006      $17,900,000                              84.4%
            3.05                                            11/20/2006      $16,400,000                              87.7%
            3.06                                            11/20/2006      $14,700,000                              88.9%
            3.07                                            11/20/2006      $11,800,000                              100.0%
            3.08                                            11/20/2006      $11,800,000                              100.0%
            3.09                                            11/20/2006      $11,600,000                              43.5%
            3.10                                            11/20/2006      $11,200,000                              78.8%
            3.11                                            11/20/2006      $10,300,000                              100.0%
            3.12                                            11/20/2006      $10,100,000                              100.0%
            3.13                                            11/20/2006       $9,900,000                              100.0%
            3.14                                            11/20/2006       $9,900,000                              100.0%
            3.15                                            11/20/2006       $9,500,000                              72.9%
            3.16                                            11/20/2006       $8,700,000                              100.0%
            3.17                                            11/20/2006       $8,400,000                              100.0%
            3.18                                            11/20/2006       $8,200,000                              100.0%
            3.19                                            11/20/2006       $7,800,000                              100.0%
            3.20                                            11/20/2006       $7,800,000                              96.3%
            3.21                                            11/20/2006       $7,200,000                              100.0%
            3.22                                            11/20/2006       $7,000,000                              94.2%
            3.23                                            11/20/2006       $6,400,000                              66.8%
            3.24                                            11/20/2006       $6,400,000                              100.0%
            3.25                                            11/20/2006       $6,400,000                              100.0%
            3.26                                            11/20/2006       $6,300,000                              100.0%
            3.27                                            11/20/2006       $6,100,000                              100.0%
            3.28                                            11/20/2006       $6,000,000                              100.0%
            3.29                                            11/20/2006       $5,900,000                              96.3%
            3.30                                            11/20/2006       $5,300,000                              73.8%
            3.31                                            11/20/2006       $5,300,000                              100.0%
            3.32                                            11/20/2006       $4,100,000                              57.8%
            3.33                                            11/20/2006       $3,900,000                              87.5%
            3.34                                            11/20/2006       $3,500,000                              100.0%
            3.35                                            11/20/2006       $3,500,000                              100.0%
            3.36                                            11/20/2006       $1,900,000                              100.0%
             4        No                   $0        $0.00  12/1/2006      $470,000,000      53.2%        53.2%      100.0%
             5        No                   $0        $0.00                 $381,700,000      61.8%        61.8%      88.2%
            5.01                                            11/1/2006      $128,000,000                              83.1%
            5.02                                            11/1/2006      $113,300,000                              84.8%
            5.03                                            11/1/2006       $62,000,000                              98.9%
            5.04                                            10/27/2006      $44,300,000                              92.5%
            5.05                                            11/1/2006       $34,100,000                              83.8%
  6, 7       6        No                   $0        $0.00                 $221,800,000      78.0%        78.0%      64.2%
            6.01                                            9/15/2006      $113,300,000                              66.9%
            6.02                                            9/15/2006       $73,400,000                              61.1%
            6.03                                            9/15/2006       $35,100,000                              79.7%
             7        No                   $0        $0.00  12/9/2006      $267,000,000      74.9%        74.9%      100.0%
   5         8        No                   $0        $0.00  8/13/2006      $236,000,000      74.6%        74.6%      100.0%
   8         9        No                   $0        $0.00  10/31/2006     $917,000,000      38.2%        38.2%      95.0%
             10       No                   $0        $0.00                 $183,350,000      79.9%        79.9%      97.6%
           10.01                                            12/6/2006       $23,600,000                              100.0%
           10.02                                            12/6/2006       $16,900,000                              100.0%
           10.03                                            12/12/2006      $15,900,000                              100.0%
           10.04                                            12/12/2006      $15,400,000                              100.0%
           10.05                                            12/6/2006       $15,000,000                              93.1%
           10.06                                            12/6/2006       $14,750,000                              100.0%
           10.07                                            12/6/2006       $14,600,000                              94.3%
           10.08                                            12/6/2006       $14,100,000                              100.0%
           10.09                                            12/12/2006      $13,200,000                              88.2%
           10.10                                            12/6/2006       $10,600,000                              100.0%
           10.11                                            12/6/2006       $10,500,000                              100.0%
           10.12                                            12/6/2006       $10,000,000                              100.0%
           10.13                                            12/13/2006       $4,600,000                              100.0%
           10.14                                            12/13/2006       $4,200,000                              92.5%
             11       No                   $0        $0.00  11/2/2006      $175,000,000      80.0%        80.0%      79.1%
             12       No                   $0        $0.00  10/23/2006     $199,000,000      70.4%        70.4%      96.2%
             13       No                   $0        $0.00                 $165,900,000      80.5%        80.5%      93.4%
           13.01                                             1/1/2007       $82,200,000                              97.0%
           13.02                                             1/1/2007       $24,500,000                              94.3%
           13.03                                            11/20/2006      $19,900,000                              84.3%
           13.04                                            11/27/2006      $14,800,000                              69.7%
           13.05                                            11/27/2006      $12,400,000                              100.0%
           13.06                                            11/20/2006      $12,100,000                              100.0%
             14       No                   $0        $0.00  10/27/2006     $184,000,000      58.7%        58.7%      92.6%
             15       No                   $0        $0.00  11/14/2006     $159,500,000      67.6%        57.5%      94.9%
             16       No                   $0        $0.00                 $145,000,000      74.0%        74.0%      78.6%
           16.01                                            11/20/2006      $81,000,000                              71.9%
           16.02                                            11/20/2006      $64,000,000                              100.0%
             17       No                   $0        $0.00                 $166,930,000      62.8%        53.4%      100.0%
           17.01                                            11/21/2006      $31,000,000                              100.0%
           17.02                                            11/26/2006      $28,910,000                              100.0%
           17.03                                            11/21/2006      $29,000,000                              100.0%
           17.04                                            11/22/2006      $28,000,000                              100.0%
           17.05                                            11/26/2006      $28,520,000                              100.0%
           17.06                                            11/21/2006      $21,500,000                              100.0%
             18       No                   $0        $0.00  11/29/2006     $130,000,000      74.6%        74.6%      71.1%
   9         19       No                   $0        $0.00   3/1/2007      $121,700,000      74.0%        65.6%      95.0%
             20       No                   $0        $0.00  10/27/2006     $154,800,000      56.5%        56.5%      99.6%
             21       No                   $0        $0.00  11/29/2006      $97,200,000      70.0%        61.8%      100.0%
             22       No                   $0        $0.00  11/22/2006      $81,000,000      78.5%        74.5%      100.0%
             23       No                   $0        $0.00                  $79,200,000      79.9%        79.9%      94.1%
           23.01                                            9/18/2006       $27,650,000                              97.0%
           23.02                                            9/18/2006       $11,150,000                              95.7%
           23.03                                            9/18/2006       $12,450,000                              94.2%
           23.04                                            9/18/2006        $7,450,000                              94.8%
           23.05                                            9/19/2006        $6,600,000                              90.3%
           23.06                                            9/18/2006        $7,850,000                              93.4%
           23.07                                            9/18/2006        $6,050,000                              90.9%
             24       No                   $0        $0.00                  $80,700,000      78.1%        78.1%      96.8%
           24.01                                             9/8/2006       $50,700,000                              94.6%
           24.02                                             9/6/2006       $30,000,000                              98.8%
             25       No                   $0        $0.00  11/21/2006      $73,500,000      72.5%        64.6%      100.0%
             26       No                   $0        $0.00                  $74,285,000      69.4%        69.4%      100.0%
           26.01                                            12/14/2006      $34,125,000                              100.0%
           26.02                                            12/5/2006       $21,560,000                              100.0%
           26.03                                            12/22/2006      $10,000,000                              100.0%
           26.04                                            12/10/2006       $8,600,000                              100.0%
             27       No                   $0        $0.00  10/26/2006      $62,700,000      79.7%        79.7%      97.0%
   10        28       Yes         $16,750,000  $168,583.53  3/15/2006       $52,300,000      54.4%        66.1%      72.9%
   11        29       No                   $0        $0.00                  $41,890,000      76.2%        58.1%      93.4%
           29.01                                            11/29/2006       $5,450,000                              95.0%
           29.02                                            11/29/2006       $5,230,000                              88.6%
           29.03                                            11/29/2006       $4,560,000                              97.1%
           29.04                                            11/29/2006       $4,090,000                              84.8%
           29.05                                            11/29/2006       $3,500,000                              95.0%
           29.06                                            11/29/2006       $3,470,000                              100.0%
           29.07                                            11/29/2006       $2,920,000                              88.9%
   12      29.08                                            11/29/2006       $2,880,000                              97.7%
           29.09                                            11/29/2006       $2,810,000                              82.9%
           29.10                                            11/29/2006       $2,530,000                              97.1%
           29.11                                            11/29/2006       $2,300,000                              96.6%
           29.12                                            11/29/2006       $2,150,000                              100.0%
             30       No                   $0        $0.00  12/21/2006      $62,200,000      69.1%        69.1%      100.0%
             31       No                   $0        $0.00  12/1/2006       $55,000,000      77.3%        77.3%      90.6%
   13        32       No                   $0        $0.00  12/4/2006       $58,300,000      70.3%        65.6%      99.0%
             33       No                   $0        $0.00  1/15/2007       $50,900,000      80.1%        80.1%      97.2%
 14, 15      34       No                   $0        $0.00  9/18/2006       $95,500,000      41.9%        41.9%      90.9%
             35       No                   $0        $0.00   1/5/2007       $49,600,000      77.6%        77.6%      100.0%
             36       No                   $0        $0.00                  $52,950,000      68.2%        68.2%      91.4%
           36.01                                            9/29/2006       $15,400,000                              95.0%
           36.02                                            10/3/2006       $12,800,000                              93.0%
           36.03                                            9/29/2006       $10,000,000                              87.1%
           36.04                                            10/2/2006        $5,100,000                              95.4%
           36.05                                            9/28/2006        $5,000,000                              86.4%
           36.06                                            9/22/2006        $4,650,000                              87.5%
             37       No                   $0        $0.00                  $54,600,000      66.1%        66.1%      91.2%
           37.01                                            9/22/2006       $15,200,000                              97.7%
           37.02                                            9/28/2006       $13,900,000                              82.8%
           37.03                                            9/25/2006        $9,800,000                              88.9%
           37.04                                            10/3/2006        $8,100,000                              98.8%
           37.05                                            9/25/2006        $7,600,000                              85.0%
   5         38       No                   $0        $0.00  12/6/2006       $74,500,000      47.0%        43.6%      100.0%
             39       No                   $0        $0.00  11/1/2006       $54,100,000      64.7%        64.7%      98.9%
             40       No                   $0        $0.00  12/5/2006       $60,300,000      56.9%        56.9%      93.5%
             41       No                   $0        $0.00  11/29/2006      $45,000,000      75.6%        70.3%      93.3%
             42       No                   $0        $0.00   9/5/2006       $43,000,000      77.0%        77.0%      100.0%
             43       No                   $0        $0.00  11/7/2006       $47,700,000      69.2%        67.3%      88.0%
             44       No                   $0        $0.00  11/21/2006      $44,300,000      73.4%        73.4%      94.8%
             45       No                   $0        $0.00  12/10/2006      $44,000,000      73.6%        68.8%      97.3%
             46       No                   $0        $0.00   9/5/2006       $39,000,000      80.0%        80.0%      100.0%
             47       No                   $0        $0.00  10/11/2006      $41,500,000      74.7%        69.6%      92.7%
             48       No                   $0        $0.00  11/15/2006      $40,000,000      77.5%        77.5%      100.0%
             49       No                   $0        $0.00  11/13/2006      $39,800,000      75.4%        70.2%      84.9%
   15        50       No                   $0        $0.00  9/29/2006       $36,400,000      80.0%        75.4%      90.5%
             51       No                   $0        $0.00  11/7/2006       $35,750,000      81.1%        73.4%      91.0%
             52       No                   $0        $0.00                  $35,100,000      79.6%        76.9%      56.8%
           52.01                                            10/12/2006      $30,400,000                              56.0%
           52.02                                            10/12/2006       $4,700,000                              59.9%
             53       No                   $0        $0.00                  $36,600,000      72.1%        72.1%      100.0%
           53.01                                            9/21/2006       $17,000,000                              100.0%
           53.02                                            9/25/2006        $9,800,000                              100.0%
           53.03                                            9/29/2006        $9,800,000                              100.0%
             54       No                   $0        $0.00  11/1/2006       $31,400,000      79.6%        70.9%      100.0%
             55       No                   $0        $0.00  11/15/2006      $32,100,000      77.9%        77.9%      100.0%
             56       No                   $0        $0.00  11/13/2006      $30,500,000      79.6%        79.6%      92.4%
   16        57       No                   $0        $0.00  12/6/2006       $37,500,000      64.1%        64.1%      100.0%
             58       No                   $0        $0.00  7/16/2006       $32,925,000      72.9%        70.4%      96.1%
   5         59       No                   $0        $0.00  11/10/2006      $28,300,000      80.0%        80.0%      100.0%
             60       No                   $0        $0.00  8/15/2006       $26,500,000      80.0%        80.0%      100.0%
   5         61       No                   $0        $0.00  10/18/2006      $26,300,000      79.8%        79.8%      99.1%
             62       No                   $0        $0.00  11/16/2006      $29,000,000      69.5%        65.0%      84.4%
             63       No                   $0        $0.00                  $27,000,000      72.2%        72.2%      98.4%
           63.01                                            11/30/2006      $12,800,000                              100.0%
           63.02                                            11/30/2006      $10,725,000                              100.0%
           63.03                                            11/30/2006       $1,800,000                              99.5%
           63.04                                            11/30/2006       $1,675,000                              88.4%
             64       No                   $0        $0.00   6/1/2006       $24,200,000      79.3%        71.0%      73.3%
   5         65       No                   $0        $0.00  11/10/2006      $23,900,000      80.0%        80.0%      100.0%
             66       No                   $0        $0.00  10/1/2006       $29,300,000      64.8%        64.8%      100.0%
             67       No                   $0        $0.00  7/21/2006       $23,000,000      78.3%        70.9%      96.4%
             68       No                   $0        $0.00  3/12/2007       $22,900,000      78.6%        78.6%      100.0%
             69       No                   $0        $0.00  10/20/2006      $26,800,000      67.2%        67.2%      97.7%
             70       No                   $0        $0.00  10/20/2006      $23,600,000      76.3%        74.4%      94.5%
             71       No                   $0        $0.00  1/11/2007       $22,000,000      79.5%        75.8%      89.7%
             72       No                   $0        $0.00  1/12/2007       $21,840,000      77.2%        72.0%      91.8%
             73       No                   $0        $0.00  11/8/2006       $25,800,000      65.0%        61.0%      69.9%
             74       No                   $0        $0.00                  $21,380,000      78.4%        73.2%      93.2%
           74.01                                            11/30/2006       $4,500,000                              100.0%
           74.02                                            11/30/2006       $4,000,000                              66.7%
           74.03                                            11/30/2006       $3,400,000                              100.0%
           74.04                                            11/30/2006       $3,400,000                              100.0%
           74.05                                            11/30/2006       $3,300,000                              100.0%
           74.06                                            11/30/2006       $1,900,000                              100.0%
           74.07                                            11/30/2006         $880,000                              100.0%
   5         75       No                   $0        $0.00  8/31/2006       $21,500,000      75.6%        75.6%      93.0%
             76       No                   $0        $0.00  10/27/2006      $22,925,000      69.8%        69.8%      59.9%
             77       No                   $0        $0.00  10/20/2006      $22,000,000      72.7%        72.7%      99.8%
             78       No                   $0        $0.00   1/8/2007       $19,500,000      80.6%        80.6%      92.0%
 15, 17      79       No                   $0        $0.00  11/1/2007       $19,200,000      80.0%        66.8%      72.9%
             80       No                   $0        $0.00  10/19/2006      $20,600,000      73.8%        73.8%      100.0%
             81       No                   $0        $0.00  11/3/2006       $21,200,000      68.4%        65.3%      69.3%
             82       No                   $0        $0.00  11/22/2006      $20,700,000      70.0%        63.0%      81.2%
   10        83       Yes          $1,050,000   $75,362.77  9/27/2006       $17,700,000      74.6%        68.8%      79.1%
             84       No                   $0        $0.00  10/2/2006       $20,900,000      68.2%        68.2%      93.0%
             85       No                   $0        $0.00  10/10/2006      $20,300,000      70.0%        70.0%      99.1%
             86       No                   $0        $0.00  8/10/2006       $18,100,000      77.8%        68.9%      90.3%
   15        87       No                   $0        $0.00  11/20/2006      $18,600,000      75.3%        67.9%      100.0%
             88       No                   $0        $0.00  9/19/2006       $17,600,000      79.5%        71.8%      80.6%
             89       No                   $0        $0.00  11/7/2006       $19,620,000      71.4%        65.5%      89.2%
             90       No                   $0        $0.00  11/1/2006       $17,400,000      79.9%        73.8%      97.7%
             91       No                   $0        $0.00  11/27/2006      $18,500,000      75.1%        70.0%      94.7%
             92       No                   $0        $0.00  11/6/2006       $19,600,000      70.0%        66.9%      70.5%
             93       No                   $0        $0.00  9/30/2006       $22,000,000      62.3%        62.3%      100.0%
             94       No                   $0        $0.00  11/8/2006       $21,000,000      64.3%        54.3%      100.0%
             95       No                   $0        $0.00  8/12/2006       $17,800,000      75.8%        65.9%      75.0%
             96       No                   $0        $0.00  10/23/2006      $17,700,000      76.3%        66.0%      90.7%
             97       No                   $0        $0.00  11/3/2006       $18,200,000      72.5%        63.7%      82.8%
             98       No                   $0        $0.00  11/13/2006      $16,500,000      79.4%        73.9%      91.2%
             99       No                   $0        $0.00  12/4/2006       $18,600,000      69.4%        61.0%      76.3%
   15       100       No                   $0        $0.00  8/18/2006       $15,812,500      80.0%        72.1%      90.8%
            101       No                   $0        $0.00  9/19/2006       $16,800,000      75.0%        72.3%      56.1%
            102       No                   $0        $0.00   9/1/2006       $15,800,000      79.7%        71.9%      100.0%
            103       No                   $0        $0.00                  $17,860,000      70.5%        66.4%      100.0%
           103.01                                           9/12/2006        $4,450,000                              100.0%
           103.02                                           9/12/2006        $3,040,000                              100.0%
           103.03                                           9/12/2006        $2,930,000                              100.0%
           103.04                                           9/12/2006        $2,140,000                              100.0%
           103.05                                           9/12/2006        $2,020,000                              100.0%
           103.06                                           9/12/2006        $1,980,000                              100.0%
           103.07                                           9/12/2006        $1,300,000                              100.0%
            104       No                   $0        $0.00  8/28/2006       $17,250,000      71.0%        66.3%      96.4%
            105       No                   $0        $0.00  12/20/2006      $15,000,000      80.0%        75.1%      90.0%
   5        106       No                   $0        $0.00  10/23/2006      $15,000,000      78.0%        73.0%      100.0%
            107       No                   $0        $0.00  11/14/2006      $14,375,000      80.0%        74.4%      98.3%
            108       No                   $0        $0.00  12/1/2006       $15,400,000      74.7%        74.7%      88.9%
            109       No                   $0        $0.00                  $15,975,000      71.0%        71.0%      91.1%
           109.01                                           11/30/2006       $6,025,000                              100.0%
           109.02                                           11/30/2006       $5,150,000                              74.6%
           109.03                                           11/30/2006       $4,800,000                              100.0%
            110       No                   $0        $0.00   8/8/2006       $14,500,000      77.2%        68.0%      95.3%
            111       No                   $0        $0.00  12/2/2006       $14,000,000      79.3%        79.3%      100.0%
            112       No                   $0        $0.00  11/1/2006       $15,500,000      70.0%        65.4%      92.5%
            113       No                   $0        $0.00  8/28/2006       $13,250,000      80.0%        78.4%      79.7%
            114       No                   $0        $0.00  12/11/2006      $13,200,000      79.5%        74.1%      97.3%
   15       115       No                   $0        $0.00  8/18/2006       $13,030,000      80.0%        72.1%      95.3%
            116       No                   $0        $0.00  12/1/2006       $13,100,000      79.1%        79.1%      89.3%
            117       No                   $0        $0.00                  $13,400,000      75.6%        64.5%      85.8%
           117.01                                           11/29/2006       $5,600,000                              85.4%
           117.02                                           11/27/2006       $5,300,000                              93.4%
           117.03                                           11/27/2006       $2,500,000                              77.6%
            118       No                   $0        $0.00   8/5/2006       $15,900,000      60.8%        60.8%      100.0%
   5        119       No                   $0        $0.00   8/1/2006       $12,250,000      78.4%        70.4%      75.0%
            120       No                   $0        $0.00  10/26/2006      $14,700,000      65.0%        50.6%      75.0%
            121       No                   $0        $0.00  10/9/2006       $11,900,000      79.3%        70.3%      85.6%
            122       No                   $0        $0.00  11/15/2006      $12,600,000      73.8%        73.8%      100.0%
            123       No                   $0        $0.00  10/11/2006      $12,000,000      76.7%        69.5%      98.4%
            124       No                   $0        $0.00   9/1/2006       $11,700,000      76.9%        73.0%      87.0%
 15, 18     125       No                   $0        $0.00  12/12/2006      $11,700,000      75.3%        70.2%      100.0%
            126       No                   $0        $0.00  10/20/2006      $11,000,000      80.0%        80.0%      97.2%
   5        127       No                   $0        $0.00                  $11,900,000      73.5%        69.0%      81.3%
           127.01                                           8/22/2006        $6,400,000                              91.0%
           127.02                                           8/23/2006        $5,500,000                              71.5%
            128       No                   $0        $0.00  10/31/2006      $11,500,000      73.9%        71.0%      97.4%
            129       No                   $0        $0.00   8/9/2006       $11,000,000      75.0%        70.0%      100.0%
            130       No                   $0        $0.00  11/13/2006      $11,400,000      71.9%        66.9%      100.0%
   19       131       No                   $0        $0.00  11/1/2006       $21,100,000      38.4%        35.2%      100.0%
            132       No                   $0        $0.00  6/15/2006       $10,000,000      79.8%        67.2%      91.5%
   5        133       No                   $0        $0.00  11/10/2006       $9,800,000      80.0%        80.0%      100.0%
            134       No                   $0        $0.00  12/12/2006       $9,760,000      79.5%        73.9%      95.5%
            135       No                   $0        $0.00  11/18/2006       $9,700,000      78.0%        72.7%      99.2%
            136       No                   $0        $0.00  11/30/2006      $13,000,000      57.7%        57.7%      100.0%
   20       137       No                   $0        $0.00   4/1/2007       $11,800,000      62.1%        57.3%      73.7%
            138       No                   $0        $0.00  12/4/2006       $10,525,000      66.8%        56.7%      100.0%
            139       No                   $0        $0.00  11/6/2006       $10,500,000      66.7%        58.6%      75.5%
            140       No                   $0        $0.00  11/1/2006        $8,900,000      78.3%        60.6%      100.0%
            141       No                   $0        $0.00   6/5/2006        $9,570,000      72.5%        68.1%      98.2%
            142       No                   $0        $0.00  8/31/2006        $8,700,000      78.4%        73.8%      80.3%
            143       No                   $0        $0.00  8/16/2006        $8,600,000      79.1%        70.7%      90.2%
   5        144       No                   $0        $0.00  11/8/2006        $8,800,000      76.3%        71.4%      100.0%
            145       No                   $0        $0.00  8/17/2006        $8,400,000      79.8%        74.8%      91.0%
            146       No                   $0        $0.00  11/13/2006      $10,700,000      62.6%        62.6%      88.5%
            147       No                   $0        $0.00                  $12,450,000      53.0%        46.6%      79.6%
           147.01                                           12/7/2006       $10,000,000                              76.0%
           147.02                                           12/7/2006        $2,450,000                              100.0%
            148       No                   $0        $0.00  9/15/2006        $9,450,000      68.8%        68.8%      95.5%
            149       No                   $0        $0.00  10/24/2006       $9,150,000      71.0%        66.1%      91.9%
            150       No                   $0        $0.00  11/22/2006       $8,000,000      80.0%        72.0%      93.5%
            151       No                   $0        $0.00  11/2/2006        $8,000,000      79.7%        61.4%      100.0%
            152       No                   $0        $0.00  10/30/2006       $9,450,000      63.5%        63.5%      93.5%
            153       No                   $0        $0.00   9/5/2006        $7,300,000      79.1%        67.9%      66.3%
   9        154       No                   $0        $0.00   1/1/2007        $8,400,000      67.6%        63.1%      95.1%
            155       No                   $0        $0.00   9/7/2006        $7,400,000      74.0%        57.9%      68.7%
            156       No                   $0        $0.00                   $9,225,000      58.2%        49.0%      100.0%
           156.01                                           12/12/2006       $6,275,000                              100.0%
           156.02                                           12/12/2006       $2,950,000                              100.0%
            157       No                   $0        $0.00  8/30/2006        $8,600,000      61.6%        55.6%      100.0%
            158       No                   $0        $0.00  9/25/2006        $8,400,000      62.5%        56.0%      100.0%
            159       No                   $0        $0.00  11/30/2006       $7,375,000      70.2%        70.2%      100.0%
            160       No                   $0        $0.00  10/2/2006        $8,050,000      63.0%        63.0%       2.3%
            161       No                   $0        $0.00   8/9/2006        $7,000,000      71.4%        63.1%      87.5%
            162       No                   $0        $0.00  11/3/2006        $6,400,000      78.1%        78.1%      100.0%
            163       No                   $0        $0.00  10/23/2006       $6,600,000      75.8%        75.8%      100.0%
            164       No                   $0        $0.00  10/25/2006       $6,500,000      76.5%        76.5%      97.2%
   9        165       No                   $0        $0.00   1/1/2007        $6,450,000      75.1%        63.4%      100.0%
            166       No                   $0        $0.00  10/11/2006       $5,790,000      83.1%        66.8%      100.0%
            167       No                   $0        $0.00  10/16/2006       $5,960,000      79.7%        72.8%      100.0%
   5        168       No                   $0        $0.00  11/28/2006       $6,500,000      71.5%        66.5%      97.6%
            169       No                   $0        $0.00                   $6,360,000      73.1%        68.4%      98.6%
           169.01                                           12/1/2006        $3,400,000                              100.0%
           169.02                                           12/1/2006        $2,960,000                              96.0%
            170       No                   $0        $0.00   8/8/2006        $6,600,000      70.1%        55.2%      66.0%
            171       No                   $0        $0.00  10/13/2006       $5,600,000      78.6%        67.9%      80.3%
            172       No                   $0        $0.00  8/30/2006        $5,900,000      74.3%        67.5%      66.5%
            173       No                   $0        $0.00  11/1/2006        $5,540,000      77.6%        77.6%      100.0%
            174       No                   $0        $0.00  9/25/2006        $5,510,000      76.2%        69.9%      83.0%
            175       No                   $0        $0.00  11/29/2006       $5,800,000      72.4%        65.1%      100.0%
   9        176       No                   $0        $0.00   1/1/2007        $5,900,000      69.4%        58.8%      100.0%
            177       No                   $0        $0.00                   $5,775,000      70.7%        66.5%      100.0%
           177.01                                           9/11/2006        $2,425,000                              100.0%
           177.02                                           9/11/2006        $1,950,000                              100.0%
           177.03                                           9/11/2006        $1,400,000                              100.0%
            178       No                   $0        $0.00                   $5,690,000      69.5%        54.9%      100.0%
           178.01                                            9/6/2006        $1,420,000                              100.0%
           178.02                                            9/6/2006        $1,100,000                              100.0%
           178.03                                            9/6/2006        $1,420,000                              100.0%
           178.04                                            9/7/2006        $1,750,000                              100.0%
            179       No                   $0        $0.00  10/25/2006       $4,900,000      78.4%        66.0%      100.0%
            180       No                   $0        $0.00  8/29/2006        $5,200,000      71.8%        61.1%      100.0%
            181       No                   $0        $0.00  11/21/2006       $4,780,000      77.4%        77.4%      91.6%
            182       No                   $0        $0.00  11/15/2006       $4,840,000      74.4%        74.4%      100.0%
   5        183       No                   $0        $0.00  8/24/2006        $5,500,000      64.5%        55.3%      100.0%
   21       184       No                   $0        $0.00  12/20/2006       $4,500,000      78.2%        72.9%      100.0%
            185       No                   $0        $0.00  11/21/2006       $4,600,000      76.1%        71.0%      94.0%
   5        186       No                   $0        $0.00  11/7/2006        $4,500,000      77.6%        66.3%      87.2%
            187       No                   $0        $0.00  10/10/2006       $4,500,000      74.4%        66.0%      100.0%
            188       No                   $0        $0.00  10/13/2006       $6,600,000      48.5%        0.4%       100.0%
            189       No                   $0        $0.00  9/21/2006        $3,850,000      79.2%        64.2%      100.0%
            190       No                   $0        $0.00  9/19/2006        $6,000,000      50.0%        45.1%      94.1%
   22       191       No                   $0        $0.00  12/12/2006       $6,500,000      46.1%        35.3%      100.0%
            192       No                   $0        $0.00  7/20/2006        $4,400,000      65.9%        59.3%      97.5%
            193       No                   $0        $0.00  10/11/2006       $3,650,000      78.7%        66.5%      100.0%
            194       No                   $0        $0.00  11/9/2006        $3,600,000      79.2%        79.2%      84.0%
            195       No                   $0        $0.00   8/2/2006        $5,300,000      50.9%        45.9%      84.2%
            196       No                   $0        $0.00  11/30/2006       $3,000,000      66.7%        62.3%      100.0%
            197       No                   $0        $0.00  10/19/2006       $3,000,000      63.1%        54.0%      100.0%
   9        198       No                   $0        $0.00  2/15/2007        $2,300,000      71.6%        60.7%      100.0%
            199       No                   $0        $0.00   7/6/2006        $2,300,000      70.0%        65.5%      100.0%
            200       No                   $0        $0.00  9/13/2006        $3,500,000      41.8%        0.3%       100.0%
            201       No                   $0        $0.00   7/6/2006        $1,850,000      70.0%        65.5%      100.0%


                                                                                                      LARGEST  LARGEST TENANT
          CONTROL  OCCUPANCY                                                                          TENANT       LEASE
FOOTNOTE   NUMBER  AS OF DATE                     LARGEST TENANT (BASED ON SQUARE FOOTAGE)            SQ. FT.    EXPIRATION
- -----------------------------------------------------------------------------------------------------------------------------

    2        1      1/1/2007
            1.01    1/1/2007   John Hancock                                                           415,361     3/1/2015
            1.02    1/1/2007   Harvard Vanguard Medical                                                17,628    2/29/2020
    3        2      1/1/2007   IBM                                                                    168,812    8/31/2014
  4, 5       3                 NAP                                                                         --
            3.01   10/31/2006  Quest Diagnostics                                                       76,530    10/31/2010
            3.02   10/31/2006  Bobens Trading Corp.                                                    37,000    8/31/2007
            3.03   10/31/2006  Newsday, Inc.                                                           50,000    2/28/2013
            3.04   10/31/2006  Porta Systems                                                           21,582    2/28/2008
            3.05   10/31/2006  Seena International                                                    128,930    11/30/2007
            3.06   10/31/2006  Sam Ash Music Corp.                                                     61,730    7/31/2010
            3.07   10/31/2006  Danmik Enterprises                                                     107,729    8/31/2010
            3.08   10/31/2006  Broadvet                                                               150,000    5/31/2016
            3.09   10/31/2006  Prorhythm                                                               19,225    12/31/2011
            3.10   10/31/2006  Antares Information T                                                  121,000    11/30/2011
            3.11   10/31/2006  Ultimate Precision Metal Products, Inc.                                 75,573    9/30/2011
            3.12   10/31/2006  Furniture To Go                                                         51,600    4/30/2009
            3.13   10/31/2006  Trio Packaging                                                          31,084    4/30/2009
            3.14   10/31/2006  Premier Sydell                                                          67,200    2/28/2011
            3.15   10/31/2006  American Defense Systems, Inc.                                          77,500    9/30/2011
            3.16   10/31/2006  Lancer Insurance Company                                                21,300    9/30/2009
            3.17   10/31/2006  Model Reorg                                                             50,200    1/31/2007
            3.18   10/31/2006  Arrow Lock Manufacturing Co.                                            60,000    11/30/2013
            3.19   10/31/2006  East/West Industries                                                    37,050    2/28/2011
            3.20   10/31/2006  Computer Logic                                                          12,140    8/31/2009
            3.21   10/31/2006  All American Semiconductor of New York, Inc.                             6,314    10/31/2011
            3.22   10/31/2006  SRL Motorcars, Inc.                                                     12,000    2/29/2008
            3.23   10/31/2006  S & S Party Lounge                                                      16,560    5/31/2011
            3.24   10/31/2006  L and S Packaging                                                       30,752    3/31/2014
            3.25   10/31/2006  Liebert Corporation                                                     18,801    8/31/2011
            3.26   10/31/2006  Newsday, Inc.                                                           38,600    3/31/2013
            3.27   10/31/2006  Langer Biomechanics                                                     44,490    7/31/2009
            3.28   10/31/2006  Carolina Precision Plastics                                             62,898    12/31/2006
            3.29   10/31/2006  Studio Hong Photo                                                       14,325    6/30/2012
            3.30   10/31/2006  National Health Resources, LLC                                          14,565    1/31/2008
            3.31   10/31/2006  International Coin Society Ltd.                                         19,510    9/30/2007
            3.32   10/31/2006  Industrial Distributors, Inc.                                           21,735    6/30/2011
            3.33   10/31/2006  Scent-a-Vision, Inc.                                                    16,712    8/31/2010
            3.34   10/31/2006  Wal Mart                                                                25,000    11/15/2007
            3.35   10/31/2006  Yardi Systems                                                           10,084    7/31/2010
            3.36   10/31/2006  Bradco Supply                                                           21,900    2/28/2009
             4      1/1/2007   Loews Corporation                                                       37,900    5/31/2012
             5     12/8/2006
            5.01   12/8/2006   ZURICH AMERICAN INSURANCE                                               62,691     5/1/2010
            5.02   12/8/2006   Citibank (CITI)                                                        202,930    3/31/2022
            5.03   12/8/2006   VYTRA HEALTHCARE LI INC                                                 97,381    12/31/2050
            5.04   12/8/2006   HQ GLOBAL WORKPLACES-STOR                                               30,979     6/1/2008
            5.05   12/8/2006   NEW YORK COMMUNITY BANCO                                                41,395     3/1/2010
  6, 7       6
            6.01    1/1/2007   M2O-Deloitte Consulting-2800                                           127,221    1/31/2012
            6.02    1/1/2007   IT-Rogers & Hardin                                                      54,640     2/1/2015
            6.03    1/1/2007   Brooks Brothers, Inc.                                                   11,960    3/26/2011
             7     12/6/2006   Interactive Brokers                                                     70,027    1/31/2014
    5        8      1/1/2007   NSF Primary Space                                                      470,806    12/31/2013
    8        9     9/30/2006   Mart Trade Show, LLC                                                   386,090    12/31/2014
             10                NAP                                                                         --
           10.01   12/1/2006   US Government                                                           96,636    9/30/2012
           10.02   12/1/2006   Foundation Coal Corp                                                    57,112     5/1/2010
           10.03   12/1/2006   Juniper Financial Corp                                                  68,993    12/31/2012
           10.04   12/1/2006   CSAA                                                                   109,678    10/31/2011
           10.05   12/1/2006   COPT Master Lease                                                       48,525    8/31/2011
           10.06   12/1/2006   United States of America                                                73,572     9/1/2011
           10.07   12/1/2006   URS, Inc                                                                12,186    1/31/2011
           10.08   12/1/2006   General Dynamics                                                        18,849    11/30/2010
           10.09   12/1/2006   Acordia of Colorado                                                     17,838     4/1/2009
           10.10   12/1/2006   COPT Master Lease                                                       34,143     8/1/2009
           10.11   12/1/2006   Raytheon                                                                57,379    6/30/2009
           10.12   12/1/2006   Ciena Corporation                                                       57,140    5/31/2010
           10.13   12/1/2006   ARINC Inc                                                               37,946    9/30/2009
           10.14   12/1/2006   ARINC Inc                                                               18,983     6/1/2011
             11    9/30/2006   NAP                                                                         --
             12    10/13/2006  DynCorp (Sub-Leased)                                                   152,980    12/31/2011
             13
           13.01   10/20/2006  Viasys Healthcare, Inc.                                                130,000    2/28/2015
           13.02   10/9/2006   A. J. Oster West, Inc.                                                  50,282     1/1/2009
           13.03   10/9/2006   University of Phoenix                                                   27,893    9/30/2009
           13.04   10/10/2006  BAE Systems Mission                                                     21,795    12/31/2007
           13.05   10/9/2006   Jabil Circuit, Inc.                                                    112,000    10/31/2010
           13.06   10/9/2006   The Mili Group, Inc.                                                    10,933    11/30/2008
             14    12/8/2006   STATE FARM INS. CO.                                                     60,723    2/28/2007
             15    9/15/2006   Macy's                                                                 180,282    1/31/2014
             16
           16.01   12/4/2006   Silicon Valley Bank                                                    213,625    9/30/2014
           16.02   11/1/2006   Business Objects Americas                                              126,244    4/30/2016
             17                NAP                                                                         --
           17.01   12/31/2006  Life Time Fitness                                                      108,890     1/1/2022
           17.02   12/31/2006  Life Time Fitness                                                      108,890     1/1/2022
           17.03   12/31/2006  Life Time Fitness                                                      108,890     1/1/2022
           17.04   12/31/2006  Life Time Fitness                                                      108,890     1/1/2022
           17.05   12/31/2006  Life Time Fitness                                                      108,890     1/1/2022
           17.06   12/31/2006  Life Time Fitness                                                      108,890     1/1/2022
             18    11/3/2006   NAP                                                                         --
    9        19    9/30/2006   Belk                                                                    65,927     2/1/2027
             20    12/8/2006   Associated Aviation Underwriters                                        49,276    6/30/2010
             21    10/26/2006  Savvis                                                                 300,000    9/30/2015
             22     1/1/2007   EDG, Inc.                                                               64,154     5/1/2009
             23
           23.01   8/25/2006   NAP                                                                         --
           23.02   8/25/2006   NAP                                                                         --
           23.03   8/25/2006   NAP                                                                         --
           23.04   8/25/2006   NAP                                                                         --
           23.05   8/25/2006   NAP                                                                         --
           23.06   8/25/2006   NAP                                                                         --
           23.07   8/25/2006   NAP                                                                         --
             24
           24.01   12/1/2006   BFS, Inc., dba Ace Hardware                                             15,667    12/31/2016
           24.02    8/1/2006   Public Defender                                                         21,155    10/31/2008
             25    10/31/2006  DataPipe                                                               128,184    12/30/2019
             26                NAP                                                                         --
           26.01   1/12/2007   MotorWorld GM, Inc., MW Foreign Imports, Inc., MW Imports, Inc.,
                               MotorWorld Chrysler, Inc., MW Motors, Inc., MW Motors II, Inc.,
                               MW Auto Sales, Inc. and MotorWorld Auto Credit, Inc.                   177,109    7/10/2025
           26.02   1/12/2007   UAG Memphis II, Inc.                                                    58,570    3/30/2021
           26.03   1/12/2007   Capitol Chevrolet and Imports, Inc.                                     98,655    9/25/2016
           26.04   1/12/2007   Sonic-Crest H, LLC                                                      41,670    12/19/2022
             27    11/14/2006  NAP                                                                         --
   10        28    1/19/2007   Whole Foods                                                             51,315     2/1/2027
   11        29                NAP                                                                         --
           29.01   11/9/2006   NAP                                                                         --
           29.02   11/14/2006  NAP                                                                         --
           29.03   11/10/2006  NAP                                                                         --
           29.04   12/1/2006   NAP                                                                         --
           29.05   11/9/2006   NAP                                                                         --
           29.06   12/1/2006   NAP                                                                         --
           29.07   12/1/2006   NAP                                                                         --
   12      29.08   11/11/2006  NAP                                                                         --
           29.09   11/10/2006  NAP                                                                         --
           29.10   12/1/2006   NAP                                                                         --
           29.11   10/30/2006  NAP                                                                         --
           29.12   12/1/2006   NAP                                                                         --
             30    1/12/2007   Park Place Motorcars, Ltd.                                             544,461    5/30/2021
             31    11/1/2006   General Services Administration                                        144,301    10/31/2014
   13        32    11/30/2006  Barnes & Noble                                                          32,000    11/1/2011
             33    10/31/2006  Department of Corrections                                              142,799    12/31/2013
 14, 15      34    12/1/2006   The Old Spaghetti Factory                                                9,010    12/31/2018
             35     1/1/2007   Sun Microsystems, Inc.                                                 139,766    11/30/2010
             36
           36.01   8/31/2006   NAP                                                                         --
           36.02   8/31/2006   NAP                                                                         --
           36.03   8/31/2006   NAP                                                                         --
           36.04   8/31/2006   NAP                                                                         --
           36.05   8/31/2006   NAP                                                                         --
           36.06   8/31/2006   NAP                                                                         --
             37
           37.01   8/31/2006   NAP                                                                         --
           37.02   8/31/2006   NAP                                                                         --
           37.03   8/31/2006   NAP                                                                         --
           37.04   8/31/2006   NAP                                                                         --
           37.05   8/31/2006   NAP                                                                         --
    5        38    12/7/2006   US Manufacturing Corporation                                           632,281    8/31/2016
             39    9/27/2006   State Farm Insurance                                                    85,861    4/30/2010
             40    11/30/2006  Intransa, Inc.                                                          22,009    8/31/2009
             41    12/1/2006   NAP                                                                         --
             42    9/30/2006   PADCO Advisors, Inc.                                                    76,303    10/31/2010
             43    9/30/2006   NAP                                                                         --
             44    11/30/2006  Cambiar Investors, LLC                                                  24,291    6/30/2010
             45    9/30/2006   K - Mart Corporation                                                   114,912    5/31/2019
             46    9/30/2006   The NASDAQ Stock Market, Inc.                                           78,306    9/30/2011
             47    11/2/2006   The Cornerstone Group                                                   20,849    4/30/2012
             48    10/1/2006   First Capital                                                           16,149    8/31/2007
             49    12/1/2006   Circuit City                                                            34,069    1/31/2021
   15        50     8/1/2006   Keokis Paradise Restaurant                                               7,000    2/15/2021
             51    11/15/2006  NAP                                                                         --
             52
           52.01   8/31/2006   NAP                                                                         --
           52.02   8/31/2006   NAP                                                                         --
             53                NAP                                                                         --
           53.01   11/30/2006  Graham Packaging Holding                                               340,000    10/31/2011
           53.02   11/30/2006  OHL                                                                    163,000    7/30/2009
           53.03   11/30/2006  Louis Dryfus                                                           514,461    4/30/2008
             54    10/18/2006  Verizon Wireless                                                       197,298    11/30/2017
             55    11/1/2006   Miramax                                                                 35,234    6/30/2010
             56    10/31/2006  Walton, Lantaff, Schroeder                                              24,373    9/30/2013
   16        57    8/22/2006   Ozburn-Hessey Logistics, LLC.                                          785,790    5/31/2013
             58    7/31/2006   Lucky Stores, Inc dba Albertson's                                       38,472    1/31/2012
    5        59    11/30/2006  Aurora Healthcare Clinic                                                99,266    12/6/2021
             60     7/1/2007   NAP                                                                         --
    5        61    10/7/2006   NAP                                                                         --
             62    9/30/2006   NAP                                                                         --
             63
           63.01   12/1/2006   Methodist Hospital                                                      36,573    11/30/2008
           63.02   12/1/2006   BCBSM Inc.                                                              53,772    5/31/2009
           63.03   12/1/2006   Sissini                                                                 15,526    2/28/2011
           63.04   12/1/2006   Metropolitan Picture                                                     9,416    1/31/2009
             64    10/1/2006   Pepsi Co (Frito Lay N. America)                                         29,755     1/8/2017
    5        65    11/30/2006  Aurora Healthcare Clinic                                                88,390    12/6/2021
             66    6/30/2006   Instron Corporation                                                    110,194    3/31/2015
             67     7/2/2006   Hawaiian Agriculture Research Center                                    23,869    5/31/2009
             68    9/22/2006   NAP                                                                         --
             69    10/1/2006   TRAVIS ASSOC. FOR THE BLIND                                            100,435    8/31/2011
             70    11/1/2006   Promoworks                                                              55,000    2/28/2017
             71    1/15/2007   IPT, LLC                                                                34,884    12/31/2012
             72     9/1/2006   Tripath Oncology, Inc.                                                  22,098    6/23/2009
             73    9/30/2006   NAP                                                                         --
             74                NAP                                                                         --
           74.01   11/30/2006  Smiths Aerospace Components                                             68,756    4/30/2019
           74.02   11/30/2006  Keeper Corp                                                             42,000    5/31/2008
           74.03   11/30/2006  Smiths Aerospace Components                                             52,370    4/30/2014
           74.04   11/30/2006  Smiths Aerospace Components                                             52,000    9/30/2009
           74.05   11/30/2006  Smiths Aerospace Components                                             45,000    4/30/2019
           74.06   11/30/2006  Hartford Courant                                                        16,000    1/31/2011
           74.07   11/30/2006  Smiths Aerospace Components                                             13,414    4/30/2014
    5        75     8/2/2006   NAP                                                                         --
             76    9/30/2006   NAP                                                                         --
             77    10/20/2006  Guava Jelly dba Lulu's                                                   5,900    11/30/2012
             78    9/11/2006   NAP                                                                         --
 15, 17      79    11/30/2006  NAP                                                                         --
             80    12/1/2006   Linens 'n Things                                                       164,034    11/30/2026
             81    9/30/2006   NAP                                                                         --
             82    9/30/2006   NAP                                                                         --
   10        83    11/17/2006  Reece & Nichols                                                          9,086    4/30/2018
             84    9/14/2006   NAP                                                                         --
             85    10/1/2006   Weatherford                                                             33,071    3/31/2012
             86     9/1/2006   General Services Administration                                         26,284    5/14/2016
   15        87    11/14/2006  Red Clay School District                                                44,137    2/28/2013
             88    9/21/2006   Exact Software North America                                            31,023    4/30/2011
             89    11/30/2006  Arteva Specialties (Invista)                                            57,125    3/31/2010
             90     7/1/2006   Temple University                                                       24,444    9/28/2025
             91    11/25/2006  NAP                                                                         --
             92    9/30/2006   NAP                                                                         --
             93    10/6/2006   NAP                                                                         --
             94     1/1/2006   DriveTime                                                               82,568    12/31/2021
             95    12/20/2006  The Talbot's, Inc.                                                       7,474    8/30/2016
             96    11/1/2006   BAE Systems Advance                                                     47,661    3/31/2008
             97    10/1/2006   Info Highway                                                            18,382    3/31/2011
             98    10/20/2006  Lockwood Green Engineers                                                15,720    3/31/2009
             99    11/26/2006  NAP                                                                         --
   15       100    12/6/2006   Coldwell Banker                                                         18,361     6/1/2017
            101    10/1/2006   Fresca's Mexican Grill                                                   2,492    1/31/2015
            102    10/31/2006  American Nevada Co.                                                     23,637     6/1/2010
            103
           103.01   9/1/2006   NAP                                                                         --
           103.02   9/1/2006   NAP                                                                         --
           103.03   9/1/2006   NAP                                                                         --
           103.04   9/1/2006   NAP                                                                         --
           103.05   9/1/2006   NAP                                                                         --
           103.06   9/1/2006   NAP                                                                         --
           103.07   9/1/2006   NAP                                                                         --
            104    11/30/2006  Safeway                                                                 55,112     6/1/2021
            105    12/1/2006   Hutchinson and Mason                                                    21,940     8/1/2013
    5       106    10/1/2006   Modern Videofilm, Inc.                                                  41,991    2/28/2012
            107    9/20/2006   NAP                                                                         --
            108    11/1/2006   Wachovia                                                                23,050     8/1/2012
            109
           109.01  10/16/2006  Vibes Technologies, Inc.                                                79,958    12/31/2011
           109.02  10/16/2006  VIAD Corp.                                                              56,600    9/30/2009
           109.03  10/16/2006  Fan Man                                                                 20,029    2/28/2010
            110    11/1/2006   NJ State Medical Underwriters                                           14,579    9/30/2008
            111    12/31/2006  Hanover Consumer                                                        37,894    6/30/2017
            112    10/15/2006  J.H. Whitney                                                            13,846    8/30/2016
            113    8/23/2006   NAP                                                                         --
            114    12/16/2006  LeBeau Thelen, LLP                                                      18,375    2/28/2013
   15       115    12/6/2006   Shea Homes                                                              32,984    12/1/2011
            116    1/16/2007   NAP                                                                         --
            117
           117.01  11/30/2006  NAP                                                                         --
           117.02  11/30/2006  NAP                                                                         --
           117.03  11/30/2006  NAP                                                                         --
            118     8/7/2006   Toys R Us                                                              296,796    1/31/2015
    5       119    12/22/2006  Simonini Builders, Inc.                                                 11,450    7/31/2011
            120    9/30/2006   NAP                                                                         --
            121    10/31/2006  Marshalls                                                               26,712     2/1/2011
            122    11/30/2006  Cricket                                                                 45,746    12/1/2010
            123    10/10/2006  NAP                                                                         --
            124    7/31/2007   NAP                                                                         --
 15, 18     125    1/31/2007   Office Depot                                                            30,000    12/31/2014
            126    10/8/2006   King Soopers                                                            67,617    12/3/2022
    5       127
           127.01  8/31/2006   NAP                                                                         --
           127.02  8/31/2006   NAP                                                                         --
            128    12/1/2006   Tech Group                                                              35,000    4/30/2012
            129     8/1/2006   Bendheim Master Lease                                                    5,043    9/30/2009
            130    12/8/2006   Platte River Ventures, LLC                                               9,000    8/31/2012
   19       131    11/30/2006  Charlotte-Mecklenburg Hospital Authority                               113,600    12/1/2016
            132    11/30/2006  Gators Dockside                                                          7,493     8/1/2016
    5       133    11/30/2006  Aurora Healthcare Clinic                                                38,390    10/1/2021
            134    12/1/2006   ARC Thrift Store                                                        30,527    4/30/2014
            135    12/1/2006   Specialized Truck & SUV                                                  4,785     5/1/2007
            136    11/30/2006  Basics (Peebles)                                                        23,653    6/30/2009
   20       137    9/30/2006   NAP                                                                         --
            138    8/21/2006   Baja Fresh                                                               2,500    8/31/2016
            139    11/15/2006  NAP                                                                         --
            140    12/31/2006  Festival Foods                                                          73,437    11/8/2021
            141    9/12/2006   Taco Bell (Ground Lease)                                                52,615    2/28/2026
            142    8/31/2006   NAP                                                                         --
            143    6/30/2006   Festival Foods                                                          55,000    12/31/2015
    5       144    10/24/2006  Price Less Furniture                                                     5,400    12/14/2007
            145     9/1/2006   Evolution of Fitness                                                    14,125    11/30/2013
            146    10/10/2006  Georgia Surety                                                           8,848    12/1/2010
            147
           147.01  12/1/2006   Foothill Pulmonary                                                       4,615    12/31/2016
           147.02  12/1/2006   Madre's                                                                  6,000    1/10/2009
            148    10/31/2006  PETsMART                                                                20,022    4/30/2015
            149    10/1/2006   The Learning Experience                                                 10,000    5/31/2018
            150    11/10/2006  Marshalls                                                               36,192    9/30/2015
            151    12/31/2006  Academy Sports                                                          79,487     2/1/2027
            152    11/1/2006   Big Lots                                                                28,000     1/1/2012
            153    8/31/2006   NAP                                                                         --
    9       154    11/3/2006   Frame Max                                                                9,225     4/1/2011
            155    9/30/2006   NAP                                                                         --
            156                NAP                                                                         --
           156.01  12/31/2006  Walgreens                                                               14,490    10/31/2031
           156.02  12/31/2006  Dollar Tree                                                             20,493    4/30/2008
            157    10/31/2006  IRS                                                                     26,862    12/31/2010
            158    11/30/2006  ABC Label                                                               21,130    8/31/2009
            159    10/16/2006  Liberty Enterprises                                                     40,037    2/28/2009
            160    10/1/2006   Bank of America NA-Motor Bank                                              920    12/31/2009
            161    7/31/2006   NAP                                                                         --
            162    10/1/2006   CVS Pharmacy, Inc                                                       13,013    1/31/2031
            163    11/30/2006  Paramount                                                               32,170    8/31/2009
            164    11/1/2006   Denver Fabrics                                                          32,357    12/31/2011
    9       165    11/30/2006  Rite Aid                                                                11,180    1/31/2026
            166    12/31/2006  Carolina Neourological Clinic                                            6,997    7/31/2013
            167    10/1/2006   USUI International Corp                                                 58,652    10/1/2010
    5       168    12/1/2006   SCP Distributors, Inc.                                                   9,100    4/30/2011
            169
           169.01  12/1/2006   NAP                                                                         --
           169.02  12/1/2006   NAP                                                                         --
            170    12/22/2006  NAP                                                                         --
            171    11/1/2006   NAP                                                                         --
            172    8/31/2006   NAP                                                                         --
            173     1/1/2007   Chili's (Ground Lease)                                                  51,575    4/30/2015
            174    10/31/2006  DOTS                                                                     3,902    5/31/2011
            175    12/31/2006  Hobby Lobby                                                             60,319    12/31/2016
    9       176    11/30/2006  Anytime Fitness                                                          3,350    1/15/2012
            177
           177.01  8/24/2006   MAVPAC, Inc.                                                           100,000    6/30/2011
           177.02  8/24/2006   Contrapac, Inc.                                                         93,113    10/31/2010
           177.03  8/24/2006   IFM, Inc.                                                               52,100    10/31/2012
            178
           178.01   9/5/2006   Advance Stores Company, Inc.                                             7,000    11/4/2019
           178.02   9/5/2006   Advance Stores Company, Inc.                                             7,000    1/27/2013
           178.03   9/5/2006   Advance Stores Company, Inc.                                             7,000    11/4/2019
           178.04   9/5/2006   Advance Stores Company, Inc.                                             7,000    12/20/2020
            179    11/30/2006  Stewart Title                                                            3,300    11/1/2010
            180    11/30/2006  MacTec Engineering and Consulting, Inc.                                 26,800    12/31/2011
            181    11/12/2006  NAP                                                                         --
            182    12/31/2006  Gold Coast Medical, PA                                                   8,000    2/14/2011
    5       183    12/1/2006   Berry-Hinckley Industries                                                3,542    11/30/2023
   21       184    12/31/2006  Fidelity Brokerage Services, LLC                                         7,013    8/31/2012
            185    11/22/2006  Corey Family Enterprises                                                 5,301     3/9/2011
    5       186    11/17/2006  Sage-Tamarac Company, Inc                                               12,582    10/31/2009
            187    10/1/2006   Leor                                                                     5,068    12/31/2010
            188    10/31/2006  Arby's (Ground Lease)                                                   43,124    9/30/2026
            189    11/30/2006  Employment Resource Group                                               11,856    5/31/2019
            190    10/31/2006  NAP                                                                         --
   22       191    11/28/2006  Kinara Spa, LLC                                                          5,031    12/31/2026
            192    7/26/2006   NAP                                                                         --
            193    9/28/2006   Urology Specialists of the Carolinas                                     5,043    8/31/2012
            194    12/4/2006   Barnett Family Practice                                                 15,860    10/31/2015
            195     8/2/2006   NAP                                                                         --
            196    11/30/2006  First Florida Bank                                                       4,450    9/30/2010
            197    10/31/2006  NTW Incorporated                                                         7,891    1/23/2031
    9       198    11/30/2006  Starbucks                                                                1,725     1/5/2017
            199    12/1/2006   Nevada Urban Indians, Inc.                                               7,995    7/31/2008
            200    11/30/2006  Social Security Administration                                          14,871     1/7/2016
            201    12/1/2006   Gary Fox d.b.a. Fox Performance                                          6,000    7/31/2009


                                                          SECOND
                                                         LARGEST  SECOND LARGEST
          CONTROL                                         TENANT   TENANT LEASE
FOOTNOTE   NUMBER         SECOND LARGEST TENANT          SQ. FT.    EXPIRATION
- --------------------------------------------------------------------------------

   2         1
            1.01   IBT Company                           387,234    12/1/2014
            1.02   Wainright Bank                          4,340     5/1/2010
   3         2     Akin, Gump, Strauss, Hauer & Feld     164,290    11/30/2012
  4, 5       3     NAP                                        --
            3.01   Cablevision Lightpath                  46,000    3/31/2017
            3.02   Coinmach Corp.                         33,110    2/28/2011
            3.03   Art Leather Mfg.                       34,000    10/31/2013
            3.04   Island National Group                   8,800    7/31/2011
            3.05   EMS Development Corp.                  23,250    6/30/2011
            3.06   Mazel LLC                               8,200    7/31/2007
            3.07   Elm Freight Handlers                   60,000    10/31/2008
            3.08   NAP                                        --
            3.09   Gandinnovations, LLC                    9,700    3/31/2011
            3.10   NAP                                        --
            3.11   Kraft Foods Global                     15,000    6/30/2011
            3.12   Pro Tissues                            30,300    10/31/2009
            3.13   New Age Precision Technologies         17,200    11/30/2010
            3.14   Velux America                          24,000    3/31/2011
            3.15   United Refrigeration                   12,070    8/31/2008
            3.16   C.G Service/Altaquip                    9,000    5/31/2008
            3.17   Factory Service Parts                  11,500    12/31/2010
            3.18   Freihofer Sales Co.                    16,825    6/30/2010
            3.19   Wallwork New York, Inc.                16,810    1/31/2008
            3.20   Abel & Schafer                          8,280    12/31/2006
            3.21   Audio Interiors                         5,600    7/31/2009
            3.22   Long Island Decorating                  4,140    7/31/2007
            3.23   Digicom Technical Services Inc.         8,140    4/30/2010
            3.24   PFC Window Products                    22,610    10/31/2009
            3.25   Lockheed Martin Corporation            10,895    1/31/2009
            3.26   PowerJam, LLC                          21,400    7/31/2009
            3.27   A.C.P. Pizza, Inc.                      6,700    12/31/2013
            3.28   NAP                                        --
            3.29   Duplex Electrical Supply Corp.         12,830    12/31/2009
            3.30   Iconic Asset Management                10,000    1/31/2012
            3.31   Boben Trading Company                  18,000    7/31/2007
            3.32   Designer Trim & Braid                   3,800    11/30/2007
            3.33   Bae System                              6,025    8/31/2009
            3.34   American Office Interiors Inc.         24,600     6/1/2008
            3.35   "r" Cash                                4,250    7/31/2010
            3.36   NAP                                        --
             4     Gruss & Co., Inc.                      20,212    5/31/2014
             5
            5.01   SALOMON SMITH BARNEY INC               38,193     1/1/2013
            5.02   HQ Global Workplaces L                 35,522    12/31/2018
            5.03   JP MORGAN CHASE BANK                   51,787    3/31/2011
            5.04   LIBERTY MUTUAL INS. COM                29,863    10/1/2007
            5.05   HQ GLOBAL WORKPLACES IN                19,159     6/1/2008
  6, 7       6
            6.01   M1O-West Group-1400                    59,972    1/31/2008
            6.02   HT-GSA Small Business                  32,082     4/1/2009
            6.03   City Cafe Diner                         6,974    11/30/2015
             7     General Atlantic Service Corp.         44,455    4/30/2014
   5         8     Front Page                              6,177    9/30/2013
   8         9     Banker's Life and Casualty Company    115,680    11/30/2018
             10    NAP                                        --
           10.01   NAP                                        --
           10.02   A & N Associates                       10,343    10/1/2009
           10.03   University of Phoenix                  25,614    3/31/2013
           10.04   NAP                                        --
           10.05   Corporate Realty Mgmt.                  5,317    9/30/2010
           10.06   NAP                                        --
           10.07   Exceptional Software                   11,114    8/31/2008
           10.08   Exceptional Software                   18,288    12/31/2009
           10.09   COPT Master Lease                      14,537     9/1/2009
           10.10   Army Corps of Engineers                23,266    9/30/2009
           10.11   NAP                                        --
           10.12   NAP                                        --
           10.13   NAP                                        --
           10.14   Diamond Prospectors                     6,109     6/1/2011
             11    NAP                                        --
             12    Software AG, Inc.                      71,544    12/31/2015
             13
           13.01   Nobel Biocare USA, Inc.               122,361    10/31/2017
           13.02   N-Care, LLC                             6,226    4/30/2007
           13.03   Kleinfelder, Inc.                      11,171    7/31/2011
           13.04   Xpress Data, Inc.                      15,120    5/31/2010
           13.05   NAP                                        --
           13.06   Capital Direct Lending                  5,355    5/31/2008
             14    FEDERAL INSURANCE,                     49,292    6/30/2011
             15    Sears (Ground Lease)                  129,648    8/31/2020
             16
           16.01   Nanya Technology                       16,834     4/5/2011
           16.02   NAP                                        --
             17    NAP                                        --
           17.01   NAP                                        --
           17.02   NAP                                        --
           17.03   NAP                                        --
           17.04   NAP                                        --
           17.05   NAP                                        --
           17.06   NAP                                        --
             18    NAP                                        --
   9         19    Bass Pro                               53,000     2/1/2027
             20    Merrill Lynch Pierce                   33,833    9/30/2016
             21    NAP                                        --
             22    Brown & Gay Engineers                  62,012     1/1/2014
             23
           23.01   NAP                                        --
           23.02   NAP                                        --
           23.03   NAP                                        --
           23.04   NAP                                        --
           23.05   NAP                                        --
           23.06   NAP                                        --
           23.07   NAP                                        --
             24
           24.01   Kaiser Foundation Health               11,425    6/30/2007
           24.02   Hawaii Pacific Health                  14,380    6/30/2010
             25    Bally Total Fitness Corporation        21,288    8/31/2017
             26    NAP                                        --
           26.01   NAP                                        --
           26.02   NAP                                        --
           26.03   NAP                                        --
           26.04   NAP                                        --
             27    NAP                                        --
   10        28    Williams Sonoma d.b.a. West Elm        25,452     2/1/2019
   11        29    NAP                                        --
           29.01   NAP                                        --
           29.02   NAP                                        --
           29.03   NAP                                        --
           29.04   NAP                                        --
           29.05   NAP                                        --
           29.06   NAP                                        --
           29.07   NAP                                        --
   12      29.08   NAP                                        --
           29.09   NAP                                        --
           29.10   NAP                                        --
           29.11   NAP                                        --
           29.12   NAP                                        --
             30    NAP                                        --
             31    Liberty Mutual Insurance Company       32,068    11/30/2008
   13        32    Circuit City                           31,660     7/1/2017
             33    Placer Sierra Bank                     14,764    4/30/2015
 14, 15      34    Bank of Hawaii                          8,066    9/30/2008
             35    GTECH Corporation                      42,537    11/30/2010
             36
           36.01   NAP                                        --
           36.02   NAP                                        --
           36.03   NAP                                        --
           36.04   NAP                                        --
           36.05   NAP                                        --
           36.06   NAP                                        --
             37
           37.01   NAP                                        --
           37.02   NAP                                        --
           37.03   NAP                                        --
           37.04   NAP                                        --
           37.05   NAP                                        --
   5         38    Noble Metal Processing, Inc.          524,401    5/31/2017
             39    KPMG LLP                               29,915    6/30/2009
             40    Ario Data Networks, Inc.               21,923    9/30/2007
             41    NAP                                        --
             42    The University of Phoenix, Inc.        18,716    11/30/2007
             43    NAP                                        --
             44    Merrill Lynch                          21,944    5/31/2016
             45    Sedano's Supermarket                   32,415    3/21/2014
             46    Foulger Pratt Development, Inc.        16,422    11/30/2011
             47    Goldstein, Schechter, Price            13,048    6/30/2010
             48    University Restaurant Group             8,750    12/31/2015
             49    HomeGoods                              30,755    10/31/2013
   15        50    Roys Poipu Bar Grill                    4,854    9/30/2014
             51    NAP                                        --
             52
           52.01   NAP                                        --
           52.02   NAP                                        --
             53    NAP                                        --
           53.01   NAP                                        --
           53.02   Certco (subleased from OHL)           120,000    7/30/2009
           53.03   NAP                                        --
             54    NAP                                        --
             55    Sushi Concepts                          7,255    10/31/2010
             56    Metro Bank of Dade                     10,860    4/30/2008
   16        57    NAP                                        --
             58    Environments for Learning              22,350    6/30/2007
   5         59    NAP                                        --
             60    NAP                                        --
   5         61    NAP                                        --
             62    NAP                                        --
             63
           63.01   Rasmussen College                      21,742    5/31/2014
           63.02   Sonic Innovations, inc.                22,748    9/30/2011
           63.03   Lesco                                   8,758    7/14/2010
           63.04   Omega Enterprises                       6,094    4/30/2009
             64    Consignment Store                      14,925    1/31/2011
   5         65    NAP                                        --
             66    LTX Corporation                        56,380    7/30/2016
             67    General Services Administration        20,085    8/14/2007
             68    NAP                                        --
             69    LEGERITY, INC.                         70,700    5/31/2008
             70    TravelClick                            36,414    5/31/2010
             71    Hartford Foundation                    18,909    10/31/2016
             72    Monumental Life Insurance Company      18,967    10/5/2008
             73    NAP                                        --
             74    NAP                                        --
           74.01   NAP                                        --
           74.02   NAP                                        --
           74.03   NAP                                        --
           74.04   NAP                                        --
           74.05   NAP                                        --
           74.06   NAP                                        --
           74.07   NAP                                        --
   5         75    NAP                                        --
             76    NAP                                        --
             77    Bada Bing Kihei LLC                     4,432    6/30/2011
             78    NAP                                        --
 15, 17      79    NAP                                        --
             80    NAP                                        --
             81    NAP                                        --
             82    NAP                                        --
   10        83    Em-Chamas                               5,531    12/31/2016
             84    NAP                                        --
             85    John Daugherty Realty                  27,481    5/31/2009
             86    Stewart Title of Colorado              20,814    11/30/2012
   15        87    Palmetto Management & Engineering      24,366    12/31/2009
             88    DeVry Inc                              16,187    12/31/2013
             89    Crossmark, Inc. - sublease from GE     20,325    6/30/2008
             90    7 Eleven                                3,640    3/31/2017
             91    NAP                                        --
             92    NAP                                        --
             93    NAP                                        --
             94    Norwegian Cruise Lines                 42,801    6/30/2009
             95    Ann Taylor Retail, Inc.                 6,000    1/31/2016
             96    Coventry Health Care, Inc.             12,429     3/1/2012
             97    General Services                       17,720    9/30/2007
             98    Augusta Canal Authority                11,542    12/31/2011
             99    NAP                                        --
   15       100    Lichtin Executive Suites               11,933    7/31/2011
            101    #1 Pro Day Spa                          2,456    3/31/2016
            102    Centex Homes                            8,775    10/1/2008
            103
           103.01  NAP                                        --
           103.02  NAP                                        --
           103.03  NAP                                        --
           103.04  NAP                                        --
           103.05  NAP                                        --
           103.06  NAP                                        --
           103.07  NAP                                        --
            104    Blockbuster                             5,400     5/1/2010
            105    Howard Stallings                       13,070    12/15/2016
   5        106    NAP                                        --
            107    NAP                                        --
            108    Elizabeth Arden                        10,026    10/1/2010
            109
           109.01  NAP                                        --
           109.02  NAP                                        --
           109.03  EV3, Inc.                              15,779    6/30/2007
            110    Delaware Valley OB-GYN                 14,088    11/30/2014
            111    Systems Plus Comps                      6,414    6/30/2009
            112    Leetra (New Balance Shoes)              2,965    10/31/2016
            113    NAP                                        --
            114    Barbich, Longcrier, Hooper & King      13,314    5/15/2009
   15       115    HR Xcel                                18,971     8/2/2011
            116    NAP                                        --
            117
           117.01  NAP                                        --
           117.02  NAP                                        --
           117.03  NAP                                        --
            118    NAP                                        --
   5        119    Sullivan's of North Carolina, Inc.      8,542    12/31/2007
            120    NAP                                        --
            121    Comp USA                               22,663     8/1/2012
            122    DISA (GSA)                             42,793     6/1/2009
            123    NAP                                        --
            124    NAP                                        --
 15, 18     125    Michaels                               23,940    2/28/2012
            126    Ranch Wine and Spirits                  5,354    9/22/2010
   5        127
           127.01  NAP                                        --
           127.02  NAP                                        --
            128    United Systems/Tech Group              10,415    4/30/2022
            129    Vidal Sassoon                           3,459    7/30/2008
            130    Coldwell Banker                         8,946    6/30/2011
   19       131    Metro One Telecommunication            20,158    10/1/2008
            132    Countrywide                             6,115     8/1/2011
   5        133    NAP                                        --
            134    Front Range Academy                     6,335    6/30/2009
            135    Colorado Activities Center              4,551     6/1/2011
            136    Basics (Gold Medals)                   12,500    6/30/2009
   20       137    NAP                                        --
            138    Panda Express                           2,100    8/31/2016
            139    NAP                                        --
            140    NAP                                        --
            141    Auto Zone (Ground Lease)                7,560     3/1/2021
            142    NAP                                        --
            143    Outback Steakhouse                      6,500    12/31/2011
   5        144    The Potter's House                      4,200    3/19/2008
            145    John H. Young                          11,943    11/30/2013
            146    Gentiva Certified Healthcare            7,980    2/29/2012
            147
           147.01  Sleep Med                               4,251    12/31/2016
           147.02  NAP                                        --
            148    Schools Credit Union                    4,227    10/31/2010
            149    Long Island Diabetes & Endocrinology    3,010    7/31/2009
            150    Office Depot                           21,491    11/30/2016
            151    NAP                                        --
            152    Grocery Outlet                         23,000     6/1/2018
            153    NAP                                        --
   9        154    MIR3                                    6,806     9/1/2011
            155    NAP                                        --
            156    NAP                                        --
           156.01  NAP                                        --
           156.02  Dollar General                          8,753    3/27/2008
            157    Assoc Anestheseologists                 3,946    10/31/2007
            158    Guardian Auto                          21,080    3/31/2008
            159    Semperian, Inc.                        19,022    9/30/2009
            160    NAP                                        --
            161    NAP                                        --
            162    NAP                                        --
            163    CBS                                    11,550    8/31/2011
            164    A Child's Treasure                      6,866    7/31/2013
   9        165    NAP                                        --
            166    Arthur Schramm, DDS                     3,469    8/31/2016
            167    Yusen Air & Sea Service                20,000    11/1/2009
   5        168    Sky's the Limit International, Inc.     8,000    8/31/2008
            169
           169.01  NAP                                        --
           169.02  NAP                                        --
            170    NAP                                        --
            171    NAP                                        --
            172    NAP                                        --
            173    Vitamin Shoppe Industries               3,500    5/12/2015
            174    Payless Shoes                           2,800    3/31/2011
            175    Big Lots                               36,160    1/31/2012
   9        176    T-Mobile                                2,000    12/25/2011
            177
           177.01  NAP                                        --
           177.02  NAP                                        --
           177.03  NAP                                        --
            178
           178.01  NAP                                        --
           178.02  NAP                                        --
           178.03  NAP                                        --
           178.04  NAP                                        --
            179    Bank One / Chase                        3,212     9/1/2014
            180    Dex Imaging, Inc.                       6,400     2/1/2011
            181    NAP                                        --
            182    Delta Medical Care                      5,901    8/31/2009
   5        183    NAP                                        --
   21       184    NAP                                        --
            185    International Title Solutions           2,300    3/31/2010
   5        186    Databurst Technology Inc                7,200    7/31/2011
            187    Massage Envy                            3,406    12/31/2011
            188    El Nopal                                4,949     1/1/2017
            189    United HealthCare Services, Inc.        6,676    2/28/2011
            190    NAP                                        --
   22       191    NAP                                        --
            192    NAP                                        --
            193    NSP, Inc.                               4,149    10/31/2009
            194    Hanger Orthopedic Group                 2,603    4/30/2008
            195    NAP                                        --
            196    Trinity Tile                            3,600    10/1/2008
            197    NAP                                        --
   9        198    Mountain State Cellular                 1,100    1/19/2012
            199    Arlington Clinical                      7,260    3/31/2008
            200    NAP                                        --
            201    Mr. T's                                 2,400    5/31/2007


                                                               THIRD
                                                              LARGEST   THIRD LARGEST                            PHASE II
          CONTROL                                              TENANT   TENANT LEASE   ENGINEERING   PHASE I    PERFORMED
FOOTNOTE   NUMBER  THIRD LARGEST TENANT                       SQ. FT.    EXPIRATION    REPORT DATE     DATE       (Y/N)
- -------------------------------------------------------------------------------------------------------------------------

    2        1
            1.01   Ernst  and Young                            146,496   12/1/2016      12/6/2006   12/6/2006       No
            1.02   Avis -- Office Area                            1,174  12/31/2011      12/6/2006   12/6/2006       No
    3        2     Ladenburg Thalmann & Co.                     91,159   6/30/2015      1/23/2007   11/30/2006      No
  4, 5       3     NAP                                              --
            3.01   RJM Acquisitions LLC                         16,942   4/30/2011     12/15/2006   12/28/2006      No
            3.02   Keystone                                     30,000  12/31/2011     12/15/2006   12/28/2006      No
            3.03   National Financial Systems, Inc.             25,250  12/31/2010     12/15/2006   12/28/2006      No
            3.04   Collection Plus                               8,200   5/31/2008     12/15/2006   12/28/2006      No
            3.05   Nanoprobes, Inc.                              7,022   2/28/2015     12/15/2006   12/28/2006      No
            3.06   Direct Marketing Adve                         8,087   5/31/2007     12/15/2006   12/28/2006      No
            3.07   NAP                                              --                 12/15/2006   12/28/2006      No
            3.08   NAP                                              --                 12/15/2006   12/28/2006      No
            3.09   Transistor Devices                            9,568   4/30/2007     12/15/2006   1/30/2007       No
            3.10   NAP                                              --                 12/15/2006   12/28/2006      No
            3.11   180 Connect Inc                              15,000  11/30/2011     12/15/2006   12/28/2006      No
            3.12   Le World Importer                            21,000   2/1/2010      12/15/2006   12/28/2006      No
            3.13   Mastec North America                          8,372   5/31/2008     12/15/2006   12/28/2006      No
            3.14   NAP                                              --                 12/15/2006   12/28/2006      No
            3.15   Cablevision Lightpath                             1  11/30/2008     12/15/2006   12/28/2006      No
            3.16   Laser Image Corp.                             5,300   4/30/2011     12/15/2006   12/28/2006      No
            3.17   Cousins Paintball                            10,650   8/31/2012     12/15/2006   12/28/2006      No
            3.18   Pyramid Network Services, LLC                10,000  11/30/2008     12/15/2006   12/28/2006      No
            3.19   Exide Corporation                            16,442   1/31/2010     12/15/2006   12/28/2006      No
            3.20   Halsted Communication                         8,280   4/30/2010     12/15/2006   12/28/2006      No
            3.21   Bascom Global Internet Service Inc.           5,388   1/31/2009     12/15/2006   12/28/2006      No
            3.22   Hill Rom Company                              4,140  11/30/2008     12/15/2006   1/29/2007       No
            3.23   Broadhollow Players                           8,000  12/31/2011     12/15/2006   1/31/2007       No
            3.24   Glass Corporation of America                 19,638   3/31/2014     12/15/2006   1/17/2007       No
            3.25   Comax Environment Inc.                       10,500  12/31/2013     12/15/2006   12/28/2006      No
            3.26   NAP                                              --                 12/15/2006   1/17/2007       No
            3.27   Genotec Nutritionals                          4,600   2/28/2009     12/15/2006   12/28/2006      No
            3.28   NAP                                              --                 12/15/2006   12/28/2006      No
            3.29   M.K. Art                                      6,400  10/31/2012     12/15/2006   12/28/2006      No
            3.30   Keos                                         10,000   1/31/2012     12/15/2006   12/28/2006      No
            3.31   Daily News                                    8,300   5/31/2012     12/15/2006   12/28/2006      No
            3.32   NAP                                              --                 12/15/2006   11/16/2006      No
            3.33   Artisan Graphic Group                         5,200   5/31/2007     12/15/2006   12/28/2006      No
            3.34   NAP                                              --                 12/15/2006   12/28/2006      No
            3.35   NAP                                              --                 12/15/2006   12/28/2006      No
            3.36   NAP                                              --                 12/15/2006   12/28/2006      No
             4     Quellos Group LLC                            15,587   8/31/2010     11/21/2006   12/12/2006      No
             5
            5.01   HAIN CELESTIAL GROUP IN                      36,367   12/1/2012      11/6/2006   11/6/2006       No
            5.02   Comtech Telecommunications Cor                9,636   8/31/2013      11/6/2006   11/6/2006       No
            5.03   ERNST & YOUNG U.S LLP.                       25,780   12/1/2009      11/6/2006   11/6/2006       No
            5.04   PROFIT CENTER SOFTWARE                       22,719   1/31/2012      11/6/2006   11/7/2006       No
            5.05   UTI UNITED STATES INC                        13,500   9/1/2010       11/6/2006   11/6/2006       No
  6, 7       6
            6.01   M2O--Carlock, Copeland--2700                   54,603   1/17/2020      8/22/2006   8/22/2006       No
            6.02   IT--Grizzard Communications Group, Inc.       31,142  12/31/2015      11/6/2006   8/22/2006       No
            6.03   AZIO--C5                                       6,519   7/31/2015      11/6/2006   8/22/2006       No
             7     Merrill Lynch                                38,375   2/2/2017       5/26/2006   5/31/2006       No
    5        8     Bank of America                               3,777   7/1/2008       8/14/2006   8/14/2006       No
    8        9     WPP Group                                   111,700   2/1/2020       7/12/2006   7/20/2006       No
             10    NAP                                              --
           10.01   NAP                                              --                 12/22/2006   12/15/2006      No
           10.02   NAP                                              --                 12/22/2006   12/15/2006      No
           10.03   Dex Media                                    14,369   7/31/2012     12/28/2006    1/4/2007       No
           10.04   NAP                                              --                 12/28/2006    1/4/2007       No
           10.05   USA                                           4,710   4/21/2009     12/22/2006   12/15/2006      No
           10.06   NAP                                              --                 12/22/2006   12/15/2006      No
           10.07   US Veterans Affairs                           8,919   4/30/2008     12/22/2006   12/15/2006      No
           10.08   COPT Master Lease                            12,912   9/1/2009      12/22/2006   12/15/2006      No
           10.09   CH2M Hill                                    12,548   3/31/2008     12/28/2006    1/4/2007       No
           10.10   NAP                                              --                 12/22/2006   12/15/2006      No
           10.11   NAP                                              --                 12/22/2006   12/21/2006      No
           10.12   NAP                                              --                 12/22/2006   12/21/2006      No
           10.13   NAP                                              --                 12/22/2006    1/3/2007       No
           10.14   SRS Technologies                              5,212   10/1/2009     12/22/2006    1/3/2007       No
             11    NAP                                              --                 12/18/2006   12/18/2006      No
             12    NVR Inc.                                     60,573   4/30/2015     10/18/2006   10/21/2006      No
             13
           13.01   Furniture Homestores                         61,541   9/30/2016      12/4/2006   11/30/2006      No
           13.02   Awareness, Inc.                               4,570   9/30/2010      12/4/2006   11/30/2006      No
           13.03   Smile Select                                  6,420   3/31/2011      12/4/2006   11/30/2006      No
           13.04   QuickPak                                      9,951   8/31/2011      12/4/2006   11/30/2006      No
           13.05   NAP                                              --                  12/4/2006   11/30/2006      No
           13.06   M.I.N.D. Institute, Inc                       4,539   6/30/2007      12/4/2006   11/30/2006      No
             14    UBS FINANCIAL SERVICES I                     46,373  10/31/2015      11/6/2006   11/7/2006       No
             15    Wegman's (Ground Lease)                     120,000   5/24/2023     10/31/2006   1/12/2007       No
             16
           16.01   TATA America International                   15,009   2/29/2012      9/15/2006   9/12/2006       No
           16.02   NAP                                              --                  9/22/2006   9/12/2006       No
             17    NAP                                              --
           17.01   NAP                                              --                  12/4/2006   12/5/2006       No
           17.02   NAP                                              --                  12/4/2006   12/5/2006       No
           17.03   NAP                                              --                  12/4/2006   12/5/2006       No
           17.04   NAP                                              --                  12/4/2006   12/5/2006       No
           17.05   NAP                                              --                  12/4/2006   12/5/2006       No
           17.06   NAP                                              --                  12/4/2006   12/15/2006      No
             18    NAP                                              --                  1/23/2007   1/23/2007       No
    9        19    Wedding Italiano (Tony & Tina's)             19,375   2/1/2016       7/6/2006     7/7/2006       No
             20    Oracle USA Inc.                              28,327   3/31/2008      11/6/2006   11/6/2006
             21    NAP                                              --                 12/13/2006   1/30/2007       No
             22    Petrobras America, Inc.                      47,712   1/1/2009       1/16/2007   11/30/2006      No
             23
           23.01   NAP                                              --                  9/29/2006   11/15/2006      No
           23.02   NAP                                              --                  9/28/2006   12/4/2006       No
           23.03   NAP                                              --                  9/28/2006   12/4/2006       No
           23.04   NAP                                              --                  10/2/2006   12/1/2006       No
           23.05   NAP                                              --                  9/29/2006   12/4/2006       No
           23.06   NAP                                              --                  10/2/2006   12/1/2006       No
           23.07   NAP                                              --                  10/2/2006   12/4/2006       No
             24
           24.01   Powerhouse Gym                                7,920  10/31/2015      9/7/2006     9/6/2006
           24.02   AAA Hawaii                                    9,591  12/31/2010      10/5/2006   10/5/2006
             25    BFGC Architects Planners, Inc                 9,653   2/28/2012     12/15/2006   12/15/2006      No
             26    NAP                                              --
           26.01   NAP                                              --                  1/8/2007    1/10/2007       No
           26.02   NAP                                              --                 12/18/2006    1/1/2007       No
           26.03   NAP                                              --                  1/12/2007   1/12/2007       No
           26.04   NAP                                              --                  1/2/2007    1/10/2007       No
             27    NAP                                              --                  11/6/2006   11/6/2006       No
   10        28    Aspen Holdings                               11,537   1/1/2013       6/19/2006   3/29/2006       No
   11        29    NAP                                              --
           29.01   NAP                                              --                  11/3/2006   11/3/2006       No
           29.02   NAP                                              --                  11/3/2006   11/3/2006       No
           29.03   NAP                                              --                  11/3/2006   11/3/2006       No
           29.04   NAP                                              --                  11/3/2006   11/3/2006       No
           29.05   NAP                                              --                  11/3/2006   11/3/2006       No
           29.06   NAP                                              --                  11/3/2006   11/3/2006       No
           29.07   NAP                                              --                  11/3/2006   11/3/2006       No
   12      29.08   NAP                                              --                  11/3/2006   11/3/2006       No
           29.09   NAP                                              --                  11/3/2006   11/3/2006       No
           29.10   NAP                                              --                  11/3/2006   11/3/2006       No
           29.11   NAP                                              --                  11/3/2006   11/3/2006       No
           29.12   NAP                                              --                  11/3/2006   11/3/2006       No
             30    NAP                                              --                 12/14/2006   12/20/2006      No
             31    Nihill & Riedley, P.C.                       18,879   6/30/2012     10/20/2006   10/20/2006      No
   13        32    Linens N Things                              28,300   2/1/2018      12/19/2006   12/15/2006      No
             33    SOC -- Childrens & Families First            11,186   9/30/2007      8/22/2006   8/23/2006       No
 14, 15      34    Stuart Anderson's Cattle Company              6,870   9/30/2007      9/19/2006   9/22/2006       No
             35    Spinal Concepts, Inc.                        36,435  12/31/2007      12/8/2006   12/22/2006      No
             36
           36.01   NAP                                              --                 11/21/2006   11/21/2006      No
           36.02   NAP                                              --                 11/21/2006   11/21/2006      No
           36.03   NAP                                              --                 11/21/2006   11/21/2006      No
           36.04   NAP                                              --                 11/21/2006   11/21/2006      No
           36.05   NAP                                              --                 11/21/2006   10/9/2006       No
           36.06   NAP                                              --                 11/21/2006   11/21/2006      No
             37
           37.01   NAP                                              --                 11/21/2006   11/21/2006      No
           37.02   NAP                                              --                 11/21/2006   11/21/2006      No
           37.03   NAP                                              --                 11/21/2006   11/21/2006      No
           37.04   NAP                                              --                 11/21/2006   11/21/2006      No
           37.05   NAP                                              --                 11/21/2006   11/21/2006      No
    5        38    Duct Connection & Sheet Metal Acquisitio     94,889   3/31/2014     12/15/2006   12/22/2006      No
             39    Merrill Lynch Pierce Fenner                  28,552   8/31/2012      11/6/2006   11/6/2006       No
             40    Aurora Systems, Inc.                         20,047   1/31/2011     11/22/2006   9/19/2006       No
             41    NAP                                              --                 11/21/2006   11/22/2006      No
             42    Synthetic Genomics, Inc.                      9,503   5/31/2011      9/15/2006   9/14/2006       No
             43    NAP                                              --                  9/22/2006   9/20/2006       No
             44    WJ Bradley                                   13,632   12/3/2011     11/22/2006   12/15/2006      No
             45    Leath Furniture, Inc.                        30,000   6/30/2007     12/18/2006   12/18/2006      No
             46    Research Financial Strategies, Inc.           3,050   1/31/2012      9/15/2006   9/14/2006       No
             47    Continental Real Estate Co                    9,705  11/30/2012     10/11/2006   10/12/2006      No
             48    Countrywide Home Loans                        6,234  10/31/2014     10/25/2006   10/25/2006      No
             49    Michael's Stores                             25,012   2/28/2015     11/13/2006   11/13/2006      No
   15        50    Whalers General Store                         4,132  10/30/2013      10/5/2006   10/6/2006       No
             51    NAP                                              --                 11/17/2006   11/17/2006      No
             52
           52.01   NAP                                              --                 10/20/2006   10/20/2006      No
           52.02   NAP                                              --                 11/17/2006   11/17/2006      No
             53    NAP                                              --
           53.01   NAP                                              --                 10/10/2006   10/13/2006      No
           53.02   NAP                                              --                 10/10/2006   10/25/2006      No
           53.03   NAP                                              --                  10/9/2006   10/25/2006      No
             54    NAP                                              --                 10/24/2006   10/24/2006      No
             55    NAP                                              --                 10/31/2006   10/30/2006      No
             56    Just Leather Collection                       5,197   9/30/2007     10/30/2006   10/30/2006      No
   16        57    NAP                                              --                  12/1/2006   12/1/2006       No
             58    Sav--On Drugs                                  8,083   1/31/2008     11/21/2006   11/21/2006      No
    5        59    NAP                                              --                 11/20/2006   11/3/2006       No
             60    NAP                                              --                  8/16/2006   8/14/2006       No
    5        61    NAP                                              --                 11/10/2006   11/1/2006       No
             62    NAP                                              --                  9/22/2006   9/22/2006       No
             63
           63.01   Pitney Bowes                                 21,653  11/30/2010      12/1/2006   11/27/2006      No
           63.02   NAP                                              --                  12/1/2006   11/27/2006      No
           63.03   Shred--It                                      7,423   2/28/2009      12/1/2006   11/27/2006      No
           63.04   Sten--Barr Medical                             3,267  10/31/2007      12/1/2006   11/27/2006      No
             64    El Fenix                                      8,700  10/31/2009      6/23/2006   7/24/2006       No
    5        65    NAP                                              --                 11/20/2006   11/2/2006       No
             66    NAP                                              --                  10/3/2006   10/4/2006       No
             67    Cardax Pharmaceuticals Inc.                  18,359   4/15/2007      6/30/2006    7/7/2006
             68    NAP                                              --                  9/22/2006   9/20/2006       No
             69    WAYPORT, INC.                                70,700   3/31/2010     10/31/2006   10/31/2006      No
             70    Phillip Morris                               15,875   1/31/2009      11/1/2006   11/6/2006       No
             71    Gordon, Muir, & Foley                        18,062   6/30/2012      8/28/2006   11/8/2006       No
             72    Interventional Rhythm Management             18,827  11/30/2011      11/6/2006   11/6/2006       No
             73    NAP                                              --                  9/22/2006   9/22/2006       No
             74    NAP                                              --
           74.01   NAP                                              --                  12/7/2006   10/17/2006      No
           74.02   NAP                                              --                  12/7/2006   11/9/2006       No
           74.03   NAP                                              --                  12/6/2006   11/8/2006       No
           74.04   NAP                                              --                  12/7/2006   10/17/2006      No
           74.05   NAP                                              --                  12/7/2006   11/8/2006       No
           74.06   NAP                                              --                  12/7/2006   12/15/2006      No
           74.07   NAP                                              --                  12/8/2006   10/17/2006      No
    5        75    NAP                                              --                  10/6/2006   10/6/2006       No
             76    NAP                                              --                  11/1/2006    1/2/2007       No
             77    Life's a Beach                                2,168  12/31/2012      11/3/2006   11/3/2006       No
             78    NAP                                              --                 10/17/2006   10/17/2006      No
 15, 17      79    NAP                                              --                  11/9/2006   12/18/2006      No
             80    NAP                                              --                 11/13/2006   10/27/2006      No
             81    NAP                                              --                  9/22/2006   9/20/2006       No
             82    NAP                                              --                  9/14/2006   9/22/2006       No
   10        83    Bonefish Grill                                5,095   2/28/2016      10/9/2006   10/9/2006       No
             84    NAP                                              --                  9/29/2006   10/9/2006       No
             85    Aon Service Corporation                       9,576   8/31/2008     10/19/2006   10/23/2006      No
             86    Computer Technology Associates                7,217   9/30/2011      8/25/2006   8/25/2006       No
   15        87    American Guaranty & Trust                    10,831  12/31/2015      12/1/2006   12/4/2006       No
             88    Microsoft Corporation                        14,616  11/30/2010      11/6/2006   10/6/2006       No
             89    Kimley--Horn & Associates, Inc.               19,239   3/15/2011     11/28/2006   11/23/2006      No
             90    PNC Bank                                      3,300  12/31/2016      11/3/2006   11/3/2006       No
             91    NAP                                              --                 11/20/2006   11/16/2006      No
             92    NAP                                              --                  9/21/2006   9/20/2006       No
             93    NAP                                              --                 11/17/2006   11/17/2006      No
             94    NAP                                              --                  10/2/2006   12/20/2006      No
             95    Cantina--Laredo Shreveport, LLC                6,000  12/31/2021      8/28/2006   8/28/2006       No
             96    One Source Associates, Inc.                   7,398   1/31/2009     10/20/2006   10/23/2006      No
             97    Joseph Stevens                                5,835   3/31/2008     11/13/2006   11/22/2006      No
             98    Morgan Keegan                                 6,514  11/30/2011     11/13/2006   11/14/2006      No
             99    NAP                                              --                  12/7/2006   12/7/2006       No
   15       100    Chubb                                         7,587   2/17/2012      8/12/2006   9/18/2006       No
            101    Honors Review                                 2,400   3/31/2016     10/26/2006   10/26/2006      No
            102    Greenspun Inc.                                7,559   9/1/2010       9/14/2006   9/14/2006       No
            103
           103.01  NAP                                              --                 10/29/2006   10/30/2006      No
           103.02  NAP                                              --                 10/30/2006   10/31/2006      No
           103.03  NAP                                              --                 10/29/2006   10/31/2006
           103.04  NAP                                              --                 10/30/2006   10/30/2006      No
           103.05  NAP                                              --                 10/30/2006   10/30/2006      No
           103.06  NAP                                              --                 10/29/2006   10/30/2006      No
           103.07  NAP                                              --                 10/30/2006   10/30/2006      No
            104    Famous Sam's                                  5,260   3/1/2011       8/17/2006   8/17/2006       No
            105    Lichtin Executive Suites                      9,770  11/30/2011     12/11/2006   11/27/2006      No
    5       106    NAP                                              --                 10/20/2006   10/23/2006      No
            107    NAP                                              --                 11/22/2006   11/28/2006      No
            108    Putnam                                        5,000   1/1/2014      11/28/2006    1/2/2007       No
            109
           109.01  NAP                                              --                  12/1/2006   11/27/2006      No
           109.02  NAP                                              --                  12/1/2006   11/27/2006      No
           109.03  Scherer Bros. Lumber                         14,263   1/31/2014      12/1/2006   11/27/2006      No
            110    Medical Society of NJ                        13,382   8/31/2016      8/7/2006     9/8/2006       No
            111    Margarita's                                   5,600   6/30/2010      12/4/2006   12/19/2006      No
            112    Knoyzz Associates                             2,070   8/31/2016     10/12/2006   10/26/2006      No
            113    NAP                                              --                  9/20/2006   9/20/2006       No
            114    Boyle Engineering Corp.                      12,722   4/30/2008     12/13/2006    1/2/2007       No
   15       115    Clancy & Theys Construction Co.               5,069   9/2/2013       8/12/2006   9/18/2006       No
            116    NAP                                              --                  11/8/2006   11/29/2006      No
            117
           117.01  NAP                                              --                 11/27/2006   11/27/2006      No
           117.02  NAP                                              --                 11/27/2006   11/27/2006      No
           117.03  NAP                                              --                 11/27/2006   11/27/2006      No
            118    NAP                                              --                     NA       8/30/2006       No
    5       119    Cisco Systems, Inc.                           8,289  10/31/2009      7/21/2006   7/24/2006       No
            120    NAP                                              --                 11/10/2006   11/16/2006      No
            121    Hearth & Patio                               10,000   2/1/2012       10/2/2006   10/2/2006       No
            122    Colorado Technical University                21,854   8/1/2010      10/10/2006   10/10/2006      No
            123    NAP                                              --                 11/15/2006   11/15/2006      No
            124    NAP                                              --                  9/21/2006   9/21/2006       No
 15, 18     125    PetSmart                                     20,087   11/1/2016     12/20/2006    1/2/2007       No
            126    Aveda (centre Salon)                          3,620  11/14/2008      10/9/2006   11/27/2006      No
    5       127
           127.01  NAP                                              --                 11/29/2006   11/27/2006      No
           127.02  NAP                                              --                 11/29/2006   8/28/2006       No
            128    Rockford Corp.                                9,775   9/30/2010     11/13/2006   12/15/2006      No
            129    Elise Hahn -- Pinkberry                          491   1/31/2011     10/26/2006   10/24/2006      No
            130    Western Development Group                     3,196  11/30/2016     11/20/2006   11/29/2006      No
   19       131    Char Meck Board of Education                  9,775   12/1/2011     10/25/2006   11/14/2006      No
            132    Bread n Buns                                  4,535   5/1/2011       5/17/2006    6/8/2006       No
    5       133    NAP                                              --                 11/20/2006   11/3/2006       No
            134    City & County Broomfield                      5,636   6/30/2010     12/14/2006   12/13/2006      No
            135    Western Fireplace                             4,511   10/1/2008     10/31/2006   12/8/2006       No
            136    Dollar General                               10,998   6/30/2009      12/7/2006   1/11/2007       No
   20       137    NAP                                              --                  9/21/2006   9/21/2006       No
            138    Starbucks                                     1,543   8/31/2016      9/6/2006     9/6/2006       No
            139    NAP                                              --                 11/15/2006   11/14/2006      No
            140    NAP                                              --                 11/29/2006   9/25/2006       No
            141    Native New Yorker                             4,981  12/31/2016      9/20/2006   9/21/2006       No
            142    NAP                                              --                  9/21/2006   9/21/2006       No
            143    Payless Shoesource, Inc.                      3,297   9/30/2011      9/19/2006   9/18/2006       No
    5       144    Primavera Beauty                              2,800  10/31/2007     11/13/2006   11/13/2006      No
            145    Hall--Houston Exploration Partners, LLC        8,145   4/30/2010      9/1/2006     9/1/2006       No
            146    L&W Supply                                    5,357   6/1/2012       11/7/2006   11/6/2006       No
            147
           147.01  Lindamood--Bell Learning Center                3,506  12/31/2008     12/13/2006   12/13/2006      No
           147.02  NAP                                              --                 12/13/2006   12/13/2006      No
            148    Chipotle                                      2,450   6/30/2015      9/29/2006   9/29/2006       No
            149    Stony Brook Cosmetic Dentistry                2,718   3/31/2014     11/13/2006   11/28/2006      No
            150    Wells Fargo (ATM)                                --   4/30/2008      12/6/2006   12/4/2006       No
            151    NAP                                              --                  11/8/2006   11/10/2006      No
            152    Dollar Tree Stores                           15,000   11/1/2014      8/28/2006   8/17/2006       No
            153    NAP                                              --                  9/22/2006   9/22/2006       No
    9       154    Case Rev                                      5,740   5/1/2009       11/9/2006   11/29/2006      No
            155    NAP                                              --                  9/6/2006     9/6/2006       No
            156    NAP                                              --
           156.01  NAP                                              --                 12/20/2006    1/3/2007       No
           156.02  Rent A Center                                 6,800   6/30/2008     12/20/2006   12/29/2006      No
            157    Ken Leiner Assoc.                             3,095  12/31/2010      9/7/2006    9/13/2006       No
            158    Eastern Flooring                             20,886   5/31/2008      9/1/2006    10/25/2006      No
            159    Option Care Enterprises                      15,035   6/30/2008      12/1/2006   12/15/2006      No
            160    NAP                                              --                     NA       10/27/2006      No
            161    NAP                                              --                  8/22/2006   8/23/2006       No
            162    NAP                                              --                 11/10/2006   11/13/2006      No
            163    NAP                                              --                 10/19/2006   10/20/2006      No
            164    Hollywood Video                               5,184   6/30/2007      9/1/2006    11/1/2006      Yes
    9       165    NAP                                              --                 11/21/2006   1/18/2007       No
            166    Carolina Family Eye Care                      3,371   7/31/2013     10/12/2006   11/14/2006      No
            167    Amarr Garage Doors                           15,848   4/1/2010       11/2/2006   11/9/2006       No
    5       168    Madico, Inc.                                  7,332   9/30/2011      12/6/2006   1/11/2007       No
            169
           169.01  NAP                                              --                  12/4/2006   12/4/2006       No
           169.02  NAP                                              --                  12/1/2006   12/4/2006       No
            170    NAP                                              --                  8/17/2006   8/16/2006       No
            171    NAP                                              --                  11/2/2006   11/2/2006       No
            172    NAP                                              --                  9/21/2006   9/22/2006       No
            173    Alpha Communications                          2,426  11/30/2016      11/8/2006   11/7/2006       No
            174    Gamestop                                      2,500  12/31/2010      10/9/2006   10/9/2006       No
            175    Wells Fargo ATM                                  90   1/1/2012       12/6/2006   12/7/2006       No
    9       176    Starbucks                                     1,700   11/6/2016      8/14/2006   8/24/2006       No
            177
           177.01  NAP                                              --                  9/20/2006   10/25/2006      No
           177.02  NAP                                              --                  9/20/2006   10/25/2006      No
           177.03  NAP                                              --                  9/20/2006   10/25/2006      No
            178
           178.01  NAP                                              --                  9/5/2006     9/6/2006       No
           178.02  NAP                                              --                  9/5/2006     9/5/2006       No
           178.03  NAP                                              --                  9/1/2006     9/5/2006       No
           178.04  NAP                                              --                  9/5/2006     9/6/2006       No
            179    Castle Dental Centers of Texas                3,200   10/1/2009      11/8/2006   11/10/2006      No
            180    NAP                                              --                  8/24/2006   9/11/2006       No
            181    NAP                                              --                  1/2/2007     1/2/2007       No
            182    Instant Print Promotions                      5,436  10/31/2011     11/27/2006   11/27/2006      No
    5       183    NAP                                              --                  8/21/2006   10/2/2006       No
   21       184    NAP                                              --                 12/21/2006   12/18/2006      No
            185    Florida Lawyers Assistance                    2,046  11/30/2007     11/21/2006   11/21/2006      No
    5       186    Highlands Bible Church                        5,770  11/30/2007     11/17/2006   11/17/2006      No
            187    Melissa Amos                                  1,551  12/31/2011     10/13/2006   12/12/2006      No
            188    Citizens Union Bank                           3,312  12/31/2009     10/10/2006   10/23/2006      No
            189    Commercial Horizons                           3,430   5/31/2019      9/25/2006   9/25/2006       No
            190    NAP                                              --                  10/5/2006   10/20/2006      No
   22       191    NAP                                              --                 12/13/2006   12/13/2006      No
            192    NAP                                              --                  8/2/2006    9/25/2006       No
            193    Camille's                                     2,736   8/31/2011     10/11/2006   10/20/2006      No
            194    Home Medical (Rotech)                         2,550  10/31/2011     11/20/2006   11/20/2006      No
            195    NAP                                              --                  8/3/2006    9/25/2006       No
            196    Full Circle Yoga                              2,005  10/21/2007      12/7/2006   12/26/2006      No
            197    NAP                                              --                  10/3/2006   11/17/2006      No
    9       198    Domino's                                        900   2/15/2012     11/21/2006   11/21/2006      No
            199    J & N Enterprises, LLC                        3,960   7/31/2007      7/5/2006    9/27/2006       No
            200    NAP                                              --                  9/14/2006   10/5/2006       No
            201    Stone Masters, LLC                            2,320   4/30/2008      7/5/2006    9/27/2006       No


                                                   EARTHQUAKE  TERRORISM                                    GROUND     GROUND
                                                    INSURANCE  INSURANCE                          GROUND     LEASE      LEASE
          CONTROL     PHASE             SEISMIC     REQUIRED   REQUIRED                           LEASE     PAYMENT  EXPIRATION
FOOTNOTE   NUMBER    II DATE   PML %  REPORT DATE     (Y/N)      (Y/N)      OWNERSHIP INTEREST    (Y/N)    (ANNUAL)     DATE
- -------------------------------------------------------------------------------------------------------------------------------

   2         1
            1.01                                       No         Yes           Fee Simple          No
            1.02                                       No         Yes     Fee Simple / Leasehold   Yes     $650,000   5/28/2024
   3         2                                         No         Yes           Fee Simple          No
  4, 5       3                                         No         Yes                               No
            3.01                                       No         Yes           Fee Simple          No
            3.02                                       No         Yes           Fee Simple          No
            3.03                                       No         Yes           Fee Simple          No
            3.04                                       No         Yes           Fee Simple          No
            3.05                                       No         Yes           Fee Simple          No
            3.06                                       No         Yes           Fee Simple          No
            3.07                                       No         Yes           Fee Simple          No
            3.08                                       No         Yes           Fee Simple          No
            3.09                                       No         Yes           Fee Simple          No
            3.10                                       No         Yes           Fee Simple          No
            3.11                                       No         Yes           Fee Simple          No
            3.12                                       No         Yes           Fee Simple          No
            3.13                                       No         Yes           Fee Simple          No
            3.14                                       No         Yes           Fee Simple          No
            3.15                                       No         Yes           Fee Simple          No
            3.16                                       No         Yes           Fee Simple          No
            3.17                                       No         Yes           Fee Simple          No
            3.18                                       No         Yes           Fee Simple          No
            3.19                                       No         Yes           Fee Simple          No
            3.20                                       No         Yes           Fee Simple          No
            3.21                                       No         Yes           Fee Simple          No
            3.22                                       No         Yes           Fee Simple          No
            3.23                                       No         Yes           Fee Simple          No
            3.24                                       No         Yes           Fee Simple          No
            3.25                                       No         Yes           Fee Simple          No
            3.26                                       No         Yes           Fee Simple          No
            3.27                                       No         Yes           Fee Simple          No
            3.28                                       No         Yes           Fee Simple          No
            3.29                                       No         Yes           Fee Simple          No
            3.30                                       No         Yes           Fee Simple          No
            3.31                                       No         Yes           Fee Simple          No
            3.32                                       No         Yes           Fee Simple          No
            3.33                                       No         Yes           Fee Simple          No
            3.34                                       No         Yes           Fee Simple          No
            3.35                                       No         Yes           Fee Simple          No
            3.36                                       No         Yes           Fee Simple          No
             4                                         No         Yes           Fee Simple          No
             5
            5.01                                       No         Yes           Fee Simple          No
            5.02                                       No         Yes           Fee Simple          No
            5.03                                       No         Yes            Leasehold         Yes     $393,550   6/14/2033
            5.04                                       No         Yes            Leasehold         Yes     $182,500   7/27/2018
            5.05                                       No         Yes           Fee Simple          No
  6, 7       6
            6.01                                       No         Yes           Fee Simple          No
            6.02                                       No         Yes     Fee Simple / Leasehold   Yes      $78,730  12/31/2060
            6.03                                       No         Yes            Leasehold         Yes      $12,900  12/31/2060
             7                                                    Yes           Fee Simple          No
   5         8                                                    Yes           Fee Simple          No
   8         9                                         No         Yes           Fee Simple          No
             10                                        No         Yes                               No
           10.01                                       No         Yes           Fee Simple          No
           10.02                                       No         Yes           Fee Simple          No
           10.03                                       No         Yes           Fee Simple          No
           10.04                                       No         Yes           Fee Simple          No
           10.05                                       No         Yes           Fee Simple          No
           10.06                                       No         Yes           Fee Simple          No
           10.07                                       No         Yes           Fee Simple          No
           10.08                                       No         Yes           Fee Simple          No
           10.09                                       No         Yes           Fee Simple          No
           10.10                                       No         Yes           Fee Simple          No
           10.11                                       No         Yes           Fee Simple          No
           10.12                                       No         Yes           Fee Simple          No
           10.13                                       No         Yes           Fee Simple          No
           10.14                                       No         Yes           Fee Simple          No
             11                                                   Yes            Leasehold         Yes    $1,120,000 12/31/2052
             12                                        No         Yes           Fee Simple          No
             13
           13.01                 13    12/4/2006       No         Yes           Fee Simple          No
           13.02                 15    12/4/2006       No         Yes           Fee Simple          No
           13.03                 13    12/4/2006       No         Yes           Fee Simple          No
           13.04                 10    12/4/2006       No         Yes           Fee Simple          No
           13.05                 7     12/4/2006       No         Yes           Fee Simple          No
           13.06                 14    12/4/2006       No         Yes           Fee Simple          No
             14                                                   Yes            Leasehold         Yes     $534,730   1/28/2024
             15                                        No         Yes           Fee Simple          No
             16
           16.01                 16    9/15/2006       No         Yes           Fee Simple          No
           16.02                 14    9/22/2006       No         Yes           Fee Simple          No
             17                                        No         Yes                               No
           17.01                                       No         Yes           Fee Simple          No
           17.02                                       No         Yes           Fee Simple          No
           17.03                                       No         Yes           Fee Simple          No
           17.04                                       No         Yes           Fee Simple          No
           17.05                                       No         Yes           Fee Simple          No
           17.06                                       No         Yes           Fee Simple          No
             18                                        No         Yes           Fee Simple          No
   9         19                                        No         Yes            Leasehold         Yes        $1     12/31/2055
             20                                                   Yes           Fee Simple          No
             21                  12   12/15/2006       No         Yes           Fee Simple          No
             22                                        No         Yes           Fee Simple          No
             23
           23.01                                       No         Yes           Fee Simple          No
           23.02                                       No         Yes           Fee Simple          No
           23.03                                       No         Yes           Fee Simple          No
           23.04                                       No         Yes           Fee Simple          No
           23.05                                       No         Yes           Fee Simple          No
           23.06                                       No         Yes           Fee Simple          No
           23.07                                       No         Yes           Fee Simple          No
             24
           24.01                                       No         Yes           Fee Simple          No
           24.02                                       No         Yes            Leasehold         Yes     $720,000   6/30/2049
             25                  14   12/16/2006       No         Yes           Fee Simple          No
             26                                        No         Yes                               No
           26.01                                       No         Yes           Fee Simple          No
           26.02                 11   12/19/2006       No         Yes           Fee Simple          No
           26.03                                       No         Yes           Fee Simple          No
           26.04                                       No         Yes           Fee Simple          No
             27                                                   Yes           Fee Simple          No
   10        28                                        No         Yes           Fee Simple          No
   11        29                                        No         Yes                               No
           29.01                 18    11/3/2006       No         Yes           Fee Simple          No
           29.02                 18    11/3/2006       No         Yes           Fee Simple          No
           29.03                 17    11/3/2006       No         Yes           Fee Simple          No
           29.04                 18    11/3/2006       No         Yes           Fee Simple          No
           29.05                 18    11/3/2006       No         Yes           Fee Simple          No
           29.06                 18    11/3/2006       No         Yes           Fee Simple          No
           29.07                 17    11/3/2006       No         Yes           Fee Simple          No
   12      29.08                 18    11/3/2006       No         Yes           Fee Simple          No
           29.09                 18    11/3/2006       No         Yes           Fee Simple          No
           29.10                 18    11/3/2006       No         Yes           Fee Simple          No
           29.11                 18    11/3/2006       No         Yes           Fee Simple          No
           29.12                 18    11/3/2006       No         Yes           Fee Simple          No
             30                                        No         Yes           Fee Simple          No
             31                                                   Yes           Fee Simple          No
   13        32                                        No         Yes           Fee Simple          No
             33                  12    8/22/2006       No         Yes           Fee Simple          No
 14, 15      34                                        No         Yes           Fee Simple          No
             35                                                   Yes           Fee Simple          No
             36
           36.01                                       No         Yes           Fee Simple          No
           36.02                                       No         Yes           Fee Simple          No
           36.03                                       No         Yes           Fee Simple          No
           36.04                                       No         Yes           Fee Simple          No
           36.05                                       No         Yes           Fee Simple          No
           36.06                                       No         Yes           Fee Simple          No
             37
           37.01                                       No         Yes           Fee Simple          No
           37.02                                       No         Yes           Fee Simple          No
           37.03                                       No         Yes           Fee Simple          No
           37.04                                       No         Yes           Fee Simple          No
           37.05                                       No         Yes           Fee Simple          No
   5         38                                        No         Yes           Fee Simple          No
             39                                        No         Yes           Fee Simple          No
             40                  12    9/15/2006       No         Yes           Fee Simple          No
             41                  13   11/22/2006       No         Yes           Fee Simple          No
             42                                        No         Yes           Fee Simple          No
             43                                        No         Yes           Fee Simple          No
             44                                        No         Yes           Fee Simple          No
             45                                        No         Yes           Fee Simple          No
             46                                        No         Yes           Fee Simple          No
             47                                        No         Yes           Fee Simple          No
             48                  12   10/19/2006       No         Yes           Fee Simple          No
             49                                        No         Yes     Fee Simple / Leasehold   Yes      $67,200   7/19/2056
   15        50                                        No         Yes            Leasehold         Yes      $55,900  12/31/2058
             51                                        No         Yes           Fee Simple          No
             52
           52.01                                       No         Yes           Fee Simple          No
           52.02                                       No         Yes           Fee Simple          No
             53                                        No         Yes                               No
           53.01                                       No         Yes           Fee Simple          No
           53.02                                       No         Yes           Fee Simple          No
           53.03                                       No         Yes           Fee Simple          No
             54                                        No         Yes           Fee Simple          No
             55                  19   10/27/2006       No         Yes           Fee Simple          No
             56                                        No         Yes     Fee Simple / Leasehold   Yes      $48,000   6/30/2084
   16        57                                        No         Yes           Fee Simple          No
             58                  12   11/27/2006       No         Yes           Fee Simple          No
   5         59                                        No         Yes           Fee Simple          No
             60                  12    8/16/2006       No         Yes           Fee Simple          No
   5         61                                        No         Yes           Fee Simple          No
             62                  16   11/15/2006       No         Yes           Fee Simple          No
             63
           63.01                                       No         Yes           Fee Simple          No
           63.02                                       No         Yes           Fee Simple          No
           63.03                                       No         Yes           Fee Simple          No
           63.04                                       No         Yes           Fee Simple          No
             64                                        No         Yes            Leasehold         Yes     $148,729   7/12/2038
   5         65                                        No         Yes           Fee Simple          No
             66                                        No         Yes           Fee Simple          No
             67                                        No         Yes           Fee Simple          No
             68                                        No         Yes           Fee Simple          No
             69                                        No         Yes           Fee Simple          No
             70                                        No         Yes           Fee Simple          No
             71                                        No         Yes           Fee Simple          No
             72                                        No         Yes           Fee Simple          No
             73                                        No         Yes           Fee Simple          No
             74                                        No         Yes                               No
           74.01                                       No         Yes           Fee Simple          No
           74.02                                       No         Yes           Fee Simple          No
           74.03                                       No         Yes           Fee Simple          No
           74.04                                       No         Yes           Fee Simple          No
           74.05                                       No         Yes           Fee Simple          No
           74.06                                       No         Yes           Fee Simple          No
           74.07                                       No         Yes           Fee Simple          No
   5         75                                        No         Yes           Fee Simple          No
             76                                        No         Yes           Fee Simple          No
             77                                        No         Yes           Fee Simple          No
             78                                        No         Yes           Fee Simple          No
 15, 17      79                  9     11/9/2006       No         Yes            Leasehold         Yes     $242,526   9/30/2047
             80                                        No         Yes           Fee Simple          No
             81                                        No         Yes           Fee Simple          No
             82                  17   11/15/2006       No         Yes           Fee Simple          No
   10        83                                        No         Yes           Fee Simple          No
             84                                        No         Yes           Fee Simple          No
             85                                        No         Yes           Fee Simple          No
             86                                        No         Yes           Fee Simple          No
   15        87                                        No         Yes           Fee Simple          No
             88                                        No         Yes           Fee Simple          No
             89                                        No         Yes           Fee Simple          No
             90                                        No         Yes            Leasehold         Yes        $1      9/28/1950
             91                                        No         Yes           Fee Simple          No
             92                                        No         Yes           Fee Simple          No
             93                  12    10/3/2006       No         Yes           Fee Simple          No
             94                                        No         Yes           Fee Simple          No
             95                                        No         Yes           Fee Simple          No
             96                                        No         Yes           Fee Simple          No
             97                                        No         Yes           Fee Simple          No
             98                                        No         Yes           Fee Simple          No
             99                                        No         Yes            Leasehold         Yes     $300,000  12/31/2038
   15       100                                        No         Yes           Fee Simple          No
            101                  14   10/26/2006       No         Yes            Leasehold         Yes    $1,080,899 12/31/2043
            102                                        No         Yes           Fee Simple          No
            103
           103.01                19   10/31/2006       No         Yes           Fee Simple          No
           103.02                18   10/31/2006       No         Yes           Fee Simple          No
           103.03                19   10/31/2006       No         Yes           Fee Simple          No
           103.04                18   10/31/2006       No         Yes           Fee Simple          No
           103.05                22   10/30/2006       Yes        Yes           Fee Simple          No
           103.06                22   10/30/2006       Yes        Yes           Fee Simple          No
           103.07                18   10/31/2006       No         Yes           Fee Simple          No
            104                                        No         Yes           Fee Simple          No
            105                                        No         Yes           Fee Simple          No
   5        106                  14   10/23/2006       No         Yes           Fee Simple          No
            107                  12   11/28/2006       No         Yes           Fee Simple          No
            108                                        No         Yes           Fee Simple          No
            109
           109.01                                      No         Yes           Fee Simple          No
           109.02                                      No         Yes           Fee Simple          No
           109.03                                      No         Yes           Fee Simple          No
            110                                        No         Yes           Fee Simple          No
            111                                        No         Yes           Fee Simple          No
            112                                        No         Yes           Fee Simple          No
            113                                        No         Yes           Fee Simple          No
            114                 <10   12/13/2006       No         Yes           Fee Simple          No
   15       115                                        No         Yes           Fee Simple          No
            116                                        No         Yes           Fee Simple          No
            117
           117.01                                      No         Yes           Fee Simple          No
           117.02                                      No         Yes           Fee Simple          No
           117.03                                      No         Yes           Fee Simple          No
            118                                        No         Yes           Fee Simple          No
   5        119                                        No         Yes           Fee Simple          No
            120                                        No         Yes           Fee Simple          No
            121                                        No         Yes           Fee Simple          No
            122                                        No         Yes           Fee Simple          No
            123                                        No         Yes           Fee Simple          No
            124                                        No         Yes           Fee Simple          No
 15, 18     125                                        No         Yes           Fee Simple          No
            126                                        No         Yes           Fee Simple          No
   5        127
           127.01                                      No         Yes           Fee Simple          No
           127.02                                      No         Yes           Fee Simple          No
            128                                        No         Yes           Fee Simple          No
            129                  18   10/25/2006       No         Yes           Fee Simple          No
            130                                        No         Yes           Fee Simple          No
   19       131                                        No         Yes           Fee Simple          No
            132                                        No         Yes           Fee Simple          No
   5        133                                        No         Yes           Fee Simple          No
            134                                        No         Yes           Fee Simple          No
            135                                        No         Yes           Fee Simple          No
            136                                        No         Yes           Fee Simple          No
   20       137                                        No         Yes           Fee Simple          No
            138                  13    9/6/2006        No         Yes           Fee Simple          No
            139                                        No         Yes           Fee Simple          No
            140                                        No         Yes           Fee Simple          No
            141                                        No         Yes           Fee Simple          No
            142                                        No         Yes           Fee Simple          No
            143                                        No         Yes           Fee Simple          No
   5        144                                        No         Yes           Fee Simple          No
            145                                        No         Yes           Fee Simple          No
            146                                        No         Yes           Fee Simple          No
            147
           147.01                17   12/13/2006       No         Yes           Fee Simple          No
           147.02                19   12/13/2006       No         Yes           Fee Simple          No
            148                  14    9/29/2006       No         Yes           Fee Simple          No
            149                                        No         Yes           Fee Simple          No
            150                                        No         Yes           Fee Simple          No
            151                                        No         Yes           Fee Simple          No
            152                  17    8/21/2006       No         Yes           Fee Simple          No
            153                                        No         Yes           Fee Simple          No
   9        154                  12    11/9/2006       No         Yes           Fee Simple          No
            155                                        No         Yes           Fee Simple          No
            156                                        No         Yes                               No
           156.01                                      No         Yes           Fee Simple          No
           156.02                                      No         Yes           Fee Simple          No
            157                                        No         Yes           Fee Simple          No
            158                                        No         Yes           Fee Simple          No
            159                                        No         Yes           Fee Simple          No
            160                                        No         Yes     Fee Simple / Leasehold   Yes     $176,598   8/31/2071
            161                                        No         Yes           Fee Simple          No
            162                                        No         Yes           Fee Simple          No
            163                                        No         Yes           Fee Simple          No
            164    10/20/2006                          No         Yes           Fee Simple          No
   9        165                 <10   11/22/2006       No         Yes           Fee Simple          No
            166                                        No         Yes           Fee Simple          No
            167                                        No         Yes           Fee Simple          No
   5        168                                        No         Yes           Fee Simple          No
            169
           169.01                21    12/4/2006       Yes        Yes           Fee Simple          No
           169.02                17    12/4/2006       No         Yes           Fee Simple          No
            170                                        No         Yes           Fee Simple          No
            171                                        No         Yes           Fee Simple          No
            172                                        No         Yes           Fee Simple          No
            173                                        No         Yes           Fee Simple          No
            174                                        No         Yes           Fee Simple          No
            175                                        No         Yes           Fee Simple          No
   9        176                                        No         Yes           Fee Simple          No
            177
           177.01                                      No         Yes           Fee Simple          No
           177.02                                      No         Yes           Fee Simple          No
           177.03                                      No         Yes           Fee Simple          No
            178
           178.01                                      No         Yes           Fee Simple          No
           178.02                                      No         Yes           Fee Simple          No
           178.03                                      No         Yes           Fee Simple          No
           178.04                                      No         Yes           Fee Simple          No
            179                                        No         Yes           Fee Simple          No
            180                                        No         Yes           Fee Simple          No
            181                  18   11/22/2006       No         Yes           Fee Simple          No
            182                                        No         Yes           Fee Simple          No
   5        183                  4     8/21/2006       No         Yes           Fee Simple          No
   21       184                                        No         Yes           Fee Simple          No
            185                                        No         Yes           Fee Simple          No
   5        186                                        No         Yes           Fee Simple          No
            187                                        No         Yes           Fee Simple          No
            188                                        No         Yes           Fee Simple          No
            189                                        No         Yes           Fee Simple          No
            190                                        No         Yes           Fee Simple          No
   22       191                  16   12/13/2006       No         Yes           Fee Simple          No
            192                                        No         Yes           Fee Simple          No
            193                                        No         Yes           Fee Simple          No
            194                                        No         Yes           Fee Simple          No
            195                                        No         Yes           Fee Simple          No
            196                                        No         Yes           Fee Simple          No
            197                                        No         Yes           Fee Simple          No
   9        198                                        No         Yes           Fee Simple          No
            199                  11    7/5/2006        No         Yes           Fee Simple          No
            200                  14    9/14/2006       No         Yes           Fee Simple          No
            201                  11    7/5/2006        No         Yes           Fee Simple          No


                                                                      PARTIAL    PARTIAL
                                                                     YEAR DATE    YEAR
          CONTROL     2004                   2005 NOI                 (IF PAST    # OF    PARTIAL YEAR  PARTIAL YEAR
FOOTNOTE   NUMBER   NOI DATE    2004 NOI       DATE      2005 NOI      2005)     MONTHS   DESCRIPTION       NOI
- --------------------------------------------------------------------------------------------------------------------

   2         1     12/31/2004  $47,324,003  12/31/2005  $40,987,192  10/31/2006    12     Trailing 12   $48,718,002
            1.01   12/31/2004  $41,730,098  12/31/2005  $35,060,944  10/31/2006    12     Trailing 12   $42,355,011
            1.02   12/31/2004  $5,593,905   12/31/2005  $5,926,248   10/31/2006    12     Trailing 12    $6,362,991
   3         2                      0       12/31/2005  $36,193,549     NAV        NAV        NAV           NAV
  4, 5       3     12/31/2004  $14,850,010  12/31/2005  $17,653,842  9/30/2006      9      Annualized   $17,738,304
            3.01   12/31/2004  $1,681,023   12/31/2005  $2,297,839   9/30/2006      9      Annualized    $2,193,964
            3.02   12/31/2004  $1,176,296   12/31/2005  $1,232,590   9/30/2006      9      Annualized    $1,367,885
            3.03   12/31/2004   $867,015    12/31/2005  $1,123,767   9/30/2006      9      Annualized     $630,006
            3.04   12/31/2004   $544,020    12/31/2005  $1,399,278   9/30/2006      9      Annualized    $1,066,936
            3.05   12/31/2004   $172,983    12/31/2005    $35,219    9/30/2006      9      Annualized     $386,558
            3.06   12/31/2004   $783,682    12/31/2005   $744,740    9/30/2006      9      Annualized     $643,062
            3.07   12/31/2004   $411,910    12/31/2005   $391,818    9/30/2006      9      Annualized     $634,269
            3.08   12/31/2004   $726,215    12/31/2005   $752,875    9/30/2006      9      Annualized     $745,483
            3.09   12/31/2004   -$215,540   12/31/2005   -$36,191    9/30/2006      9      Annualized     $51,054
            3.10   12/31/2004   $663,775    12/31/2005   $823,880    9/30/2006      9      Annualized    $1,109,499
            3.11   12/31/2004   $399,127    12/31/2005   $261,373    9/30/2006      9      Annualized     $339,298
            3.12   12/31/2004   $390,495    12/31/2005   $445,489    9/30/2006      9      Annualized     $459,529
            3.13   12/31/2004   $380,614    12/31/2005   $449,576    9/30/2006      9      Annualized     $507,009
            3.14   12/31/2004   $560,185    12/31/2005   $431,936    9/30/2006      9      Annualized     $433,866
            3.15   12/31/2004   $676,831    12/31/2005   $217,551    9/30/2006      9      Annualized     $242,899
            3.16   12/31/2004   $304,837    12/31/2005   $411,493    9/30/2006      9      Annualized     $419,542
            3.17   12/31/2004   $288,211    12/31/2005   $337,184    9/30/2006      9      Annualized     $368,234
            3.18   12/31/2004   $451,962    12/31/2005   $446,892    9/30/2006      9      Annualized     $450,353
            3.19   12/31/2004   $397,779    12/31/2005   $457,529    9/30/2006      9      Annualized     $448,484
            3.20   12/31/2004   $320,513    12/31/2005   $329,263    9/30/2006      9      Annualized     $364,456
            3.21   12/31/2004   $428,984    12/31/2005   $470,966    9/30/2006      9      Annualized     $521,654
            3.22   12/31/2004   $313,483    12/31/2005   $304,740    9/30/2006      9      Annualized     $315,222
            3.23   12/31/2004   $250,534    12/31/2005   $268,835    9/30/2006      9      Annualized     $170,550
            3.24   12/31/2004    $76,462    12/31/2005   $378,693    9/30/2006      9      Annualized     $395,233
            3.25   12/31/2004   $380,918    12/31/2005   $414,930    9/30/2006      9      Annualized     $350,043
            3.26   12/31/2004   $313,284    12/31/2005   $402,167    9/30/2006      9      Annualized     $477,439
            3.27   12/31/2004   $300,840    12/31/2005   $364,005    9/30/2006      9      Annualized     $413,991
            3.28   12/31/2004   $335,908    12/31/2005   $409,267    9/30/2006      9      Annualized     $435,887
            3.29   12/31/2004   $184,429    12/31/2005   $278,881    9/30/2006      9      Annualized     $309,679
            3.30   12/31/2004   $346,044    12/31/2005   $355,170    9/30/2006      9      Annualized     $324,960
            3.31   12/31/2004   $274,668    12/31/2005   $269,247    9/30/2006      9      Annualized     $209,801
            3.32   12/31/2004   $163,866    12/31/2005   $342,828    9/30/2006      9      Annualized     $228,537
            3.33   12/31/2004   $236,408    12/31/2005   $225,628    9/30/2006      9      Annualized     $169,844
            3.34   12/31/2004   $155,343    12/31/2005   $331,678    9/30/2006      9      Annualized     $211,602
            3.35                    0       12/31/2005   $172,755    9/30/2006      9      Annualized     $207,550
            3.36   12/31/2004   $106,907    12/31/2005   $109,952    9/30/2006      9      Annualized     $133,929
             4     12/31/2004  $15,930,936  12/31/2005  $17,196,949  10/31/2006    12     Trailing 12   $16,510,407
             5     12/31/2004  $13,286,039  12/31/2005  $14,672,893  11/30/2006    12     Trailing 12   $15,161,073
            5.01   12/31/2004  $5,744,370   12/31/2005  $6,320,588   11/30/2006    12     Trailing 12    $6,574,930
            5.02                   $0                       $0       11/30/2006    12     Trailing 12     $184,734
            5.03   12/31/2004  $3,487,961   12/31/2005  $3,905,907   11/30/2006    12     Trailing 12    $3,898,236
            5.04   12/31/2004  $2,259,709   12/31/2005  $2,362,321   11/30/2006    12     Trailing 12    $2,220,660
            5.05   12/31/2004  $1,793,999   12/31/2005  $2,084,077   11/30/2006    12     Trailing 12    $2,282,513
  6, 7       6     12/31/2004  $18,618,838  12/31/2005  $13,312,086  9/30/2006     12     Trailing 12   $10,642,086
            6.01   12/31/2004  $9,047,273   12/31/2005  $6,063,946   9/30/2006     12     Trailing 12    $5,744,415
            6.02   12/31/2004  $6,938,936   12/31/2005  $4,821,232   9/30/2006     12     Trailing 12    $2,815,025
            6.03   12/31/2004  $2,632,629   12/31/2005  $2,426,908   9/30/2006     12     Trailing 12    $2,082,646
             7     12/31/2004  $10,467,967  12/31/2005  $11,285,433                                          $0
   5         8     12/31/2004  $12,952,284  12/31/2005  $13,296,518  10/31/2006    12     Trailing 12   $13,209,927
   8         9     12/31/2004  $59,088,528  12/31/2005  $56,181,830  8/31/2006     12     Trailing 12   $58,480,433
             10                     0                        0          NAV        NAV        NAV           NAV
           10.01                    0                        0          NAV        NAV        NAV           NAV
           10.02                    0                        0          NAV        NAV        NAV           NAV
           10.03                    0                        0          NAV        NAV        NAV           NAV
           10.04                    0                        0          NAV        NAV        NAV           NAV
           10.05                    0                        0          NAV        NAV        NAV           NAV
           10.06                    0                        0          NAV        NAV        NAV           NAV
           10.07                    0                        0          NAV        NAV        NAV           NAV
           10.08                    0                        0          NAV        NAV        NAV           NAV
           10.09                    0                        0          NAV        NAV        NAV           NAV
           10.10                    0                        0          NAV        NAV        NAV           NAV
           10.11                    0                        0          NAV        NAV        NAV           NAV
           10.12                    0                        0          NAV        NAV        NAV           NAV
           10.13                    0                        0          NAV        NAV        NAV           NAV
           10.14                    0                        0          NAV        NAV        NAV           NAV
             11    12/31/2004  $8,434,482   12/31/2005  $9,824,123   9/30/2006     12     Trailing 12   $10,385,195
             12    12/31/2004  $7,517,876   12/31/2005  $5,631,257   8/31/2006     12     Trailing 12    $9,157,540
             13    12/31/2004  $6,760,837   12/31/2005  $7,522,785   9/30/2006     12     Trailing 12    $8,409,384
           13.01   12/31/2004  $2,380,022   12/31/2005  $3,071,540   9/30/2006     12     Trailing 12    $4,131,605
           13.02   12/31/2004  $1,101,477   12/31/2005   $980,189    9/30/2006     12     Trailing 12     $904,910
           13.03   12/31/2004  $1,241,988   12/31/2005  $1,135,140   9/30/2006     12     Trailing 12    $1,112,256
           13.04   12/31/2004   $899,755    12/31/2005   $975,752    9/30/2006     12     Trailing 12     $919,519
           13.05   12/31/2004   $623,893    12/31/2005   $629,680    9/30/2006     12     Trailing 12     $583,588
           13.06   12/31/2004   $513,702    12/31/2005   $730,484    9/30/2006     12     Trailing 12     $757,506
             14    12/31/2004  $9,449,958   12/31/2005  $7,814,917   11/30/2006    12     Trailing 12    $9,316,693
             15    12/31/2004  $9,349,067   12/31/2005  $9,520,313   11/30/2006    12     Trailing 12    $9,899,521
             16    12/31/2004  $13,804,938  12/31/2005  $12,373,183  12/31/2006                         $10,062,146
           16.01   12/31/2004  $6,818,044   12/31/2005  $5,117,604   12/31/2006                          $2,506,616
           16.02   12/31/2004  $6,986,894   12/31/2005  $7,255,579   12/31/2006                          $7,555,530
             17                     0                        0          NAV        NAV        NAV           NAV
           17.01                    0                        0          NAV        NAV        NAV           NAV
           17.02                    0                        0          NAV        NAV        NAV           NAV
           17.03                    0                        0          NAV        NAV        NAV           NAV
           17.04                    0                        0          NAV        NAV        NAV           NAV
           17.05                    0                        0          NAV        NAV        NAV           NAV
           17.06                    0                        0          NAV        NAV        NAV           NAV
             18    12/31/2004  $7,913,435   12/31/2005  $8,300,163   11/3/2006     12     Trailing 12   $10,871,397
   9         19                     0                        0          NAP        NAP        NAP           NAP
             20    12/31/2004  $7,074,894   12/31/2005  $6,663,631   11/30/2006    12     Trailing 12    $7,436,637
             21                    $0       12/31/2005  $5,867,059   10/31/2006    12     Trailing 12    $5,937,067
             22                     0                        0       6/30/2006      6      Annualized    $3,232,471
             23    12/31/2004  $4,339,957   12/31/2005  $4,657,419   7/31/2006     12     Trailing 12    $4,707,382
           23.01   12/31/2004  $1,235,646   12/31/2005  $1,333,763   7/31/2006     12     Trailing 12    $1,488,390
           23.02   12/31/2004   $683,937    12/31/2005   $750,808    7/31/2006     12     Trailing 12     $719,614
           23.03   12/31/2004   $787,183    12/31/2005   $789,890    7/31/2006     12     Trailing 12     $759,057
           23.04   12/31/2004   $436,788    12/31/2005   $508,469    7/31/2006     12     Trailing 12     $500,544
           23.05   12/31/2004   $422,873    12/31/2005   $450,753    7/31/2006     12     Trailing 12     $432,071
           23.06   12/31/2004   $452,007    12/31/2005   $465,111    7/31/2006     12     Trailing 12     $478,048
           23.07   12/31/2004   $321,523    12/31/2005   $358,625    7/31/2006     12     Trailing 12     $329,658
             24    12/31/2004  $2,712,315   12/31/2005  $3,194,506   7/31/2006     12     Trailing 12    $4,092,001
           24.01   12/31/2004  $1,696,289   12/31/2005  $1,947,474   7/31/2006     12     Trailing 12    $2,299,449
           24.02   12/31/2004  $1,016,026   12/31/2005  $1,247,032   7/31/2006     12     Trailing 12    $1,792,552
             25                    $0       12/31/2005  $4,625,404   10/31/2006    12     Trailing 12    $4,930,200
             26                     0                        0          NAV        NAV        NAV           NAV
           26.01                    0                        0          NAV        NAV        NAV           NAV
           26.02                    0                        0          NAV        NAV        NAV           NAV
           26.03                    0                        0          NAV        NAV        NAV           NAV
           26.04                    0                        0          NAV        NAV        NAV           NAV
             27                    $0       12/31/2005  $3,203,716   10/31/2006    12     Trailing 12    $3,154,181
   10        28                     0                        0          NAP        NAP        NAP           NAP
   11        29                     0                        0          NAV        NAV        NAV           NAV
           29.01                    0                        0          NAP        NAP        NAP           NAP
           29.02                    0                        0          NAP        NAP        NAP           NAP
           29.03                    0                        0          NAP        NAP        NAP           NAP
           29.04                    0                        0          NAP        NAP        NAP           NAP
           29.05                    0                        0          NAP        NAP        NAP           NAP
           29.06                    0                        0          NAP        NAP        NAP           NAP
           29.07                    0                        0          NAP        NAP        NAP           NAP
   12      29.08                    0                        0          NAP        NAP        NAP           NAP
           29.09                    0                        0          NAP        NAP        NAP           NAP
           29.10                    0                        0          NAP        NAP        NAP           NAP
           29.11                    0                        0          NAP        NAP        NAP           NAP
           29.12                    0                        0          NAP        NAP        NAP           NAP
             30                     0                        0          NAV        NAV        NAV           NAV
             31    12/31/2004  $2,579,589   12/31/2005  $2,114,392   9/30/2006     12     Trailing 12    $2,182,900
   13        32    12/31/2004  $1,896,788   12/31/2005  $2,093,807   10/31/2006    10      Annualized    $2,422,249
             33    12/31/2004  $3,583,267   12/31/2005  $3,332,364   9/30/2006      9      Annualized    $3,659,160
 14, 15      34                     0       12/31/2005  $4,631,806   6/30/2006     12     Trailing 12    $4,867,610
             35    12/31/2004  $3,345,103   12/31/2005  $3,468,840   11/30/2006    12     Trailing 12    $3,910,491
             36    12/31/2004  $2,845,197   12/31/2005  $3,045,785   8/31/2006     12     Trailing 12    $3,049,999
           36.01   12/31/2004   $911,324    12/31/2005   $886,652    8/31/2006     12     Trailing 12     $915,919
           36.02   12/31/2004   $544,820    12/31/2005   $681,178    8/31/2006     12     Trailing 12     $712,865
           36.03   12/31/2004   $635,213    12/31/2005   $624,988    8/31/2006     12     Trailing 12     $621,244
           36.04   12/31/2004   $232,158    12/31/2005   $316,698    8/31/2006     12     Trailing 12     $299,466
           36.05   12/31/2004   $296,120    12/31/2005   $294,120    8/31/2006     12     Trailing 12     $253,353
           36.06   12/31/2004   $225,562    12/31/2005   $242,149    8/31/2006     12     Trailing 12     $247,152
             37    12/31/2004  $2,218,095   12/31/2005  $2,962,196   8/31/2006     12     Trailing 12    $3,117,752
           37.01   12/31/2004   $841,535    12/31/2005   $831,248    8/31/2006     12     Trailing 12     $923,544
           37.02   12/31/2004   $194,452    12/31/2005   $862,374    8/31/2006     12     Trailing 12     $877,414
           37.03   12/31/2004   $448,176    12/31/2005   $483,215    8/31/2006     12     Trailing 12     $512,800
           37.04   12/31/2004   $431,465    12/31/2005   $438,052    8/31/2006     12     Trailing 12     $506,432
           37.05   12/31/2004   $302,467    12/31/2005   $347,307    8/31/2006     12     Trailing 12     $297,562
   5         38                    $0       12/31/2005  $6,575,057   8/31/2006      8      Annualized    $6,687,829
             39    12/31/2004  $3,118,160   12/31/2005  $3,294,582   11/30/2006    12     Trailing 12    $3,287,635
             40    12/31/2004  $2,940,297   12/31/2005  $1,779,477   10/31/2006    12     Trailing 12    $2,157,808
             41                    $0                       $0       11/30/2006    11      Annualized    $1,035,238
             42    12/31/2004  $2,686,294   12/31/2005  $2,592,123   9/30/2006     12     Trailing 12    $2,388,270
             43    12/31/2004  $3,108,853   12/31/2005  $3,437,687   9/30/2006     12     Trailing 12    $3,940,616
             44                     0       12/31/2005  $1,775,221   10/31/2006    10      Annualized    $2,440,869
             45    12/31/2004  $2,511,814   12/31/2005  $2,355,511   9/30/2006     12     Trailing 12    $2,258,773
             46    12/31/2004  $2,582,239   12/31/2005  $2,581,350   9/30/2006     12     Trailing 12    $2,609,198
             47                    $0       12/31/2005  $1,233,752   9/30/2006     12     Trailing 12    $1,645,880
             48    12/31/2004  $1,860,815   12/31/2005  $1,967,722                         Annualized    $2,326,423
             49                    $0                       $0       8/31/2006      8      Trailing 8    $1,565,634
   15        50    12/31/2004  $2,385,385   12/31/2005  $2,637,409   8/31/2006     12     Trailing 12    $2,941,380
             51    12/31/2004  $1,893,406   12/31/2005  $2,004,464   9/30/2006     12     Trailing 12    $2,024,304
             52    12/31/2004  $3,074,841   12/31/2005  $3,154,764   8/31/2006     12     Trailing 12    $3,335,103
           52.01   12/31/2004  $2,853,502   12/31/2005  $2,922,465   8/31/2006     12     Trailing 12    $2,910,179
           52.02   12/31/2004   $221,339    12/31/2005   $232,299    8/31/2006     12     Trailing 12     $424,924
             53                     0                        0          NAP        NAP        NAP           NAP
           53.01                    0                        0          NAP        NAP        NAP           NAP
           53.02                    0                        0          NAP        NAP        NAP           NAP
           53.03                    0                        0          NAP        NAP        NAP           NAP
             54                    $0                       $0                                               $0
             55    12/31/2004  $1,873,550   12/31/2005  $1,876,692   8/31/2006      8      Annualized    $2,033,666
             56    12/31/2004  $1,421,312   12/31/2005  $1,684,706   9/30/2006     12     Trailing 12    $1,639,950
   16        57    12/31/2004  $2,547,798   12/31/2005  $2,597,916   10/31/2006    10      Annualized    $2,620,436
             58                    $0                       $0       5/31/2006     12     Trailing 12    $2,044,551
   5         59                     0                        0          NAP        NAP        NAP           NAP
             60                    $0                       $0                                               $0
   5         61    12/31/2004  $1,245,597   12/31/2005  $1,142,336   9/30/2006                           $1,237,614
             62    12/31/2004  $1,879,069   12/31/2005  $1,847,945   9/30/2006     12     Trailing 12    $2,412,838
             63    12/31/2004   $155,295    12/31/2005   $208,493    9/30/2006     12     Trailing 12    $1,175,519
           63.01                   $0                       $0       9/30/2006     12     Trailing 12     $591,228
           63.02                   $0                       $0       9/30/2006     12     Trailing 12     $289,111
           63.03   12/31/2004    $76,267    12/31/2005   $101,699    9/30/2006     12     Trailing 12     $180,360
           63.04   12/31/2004    $79,028    12/31/2005   $106,794    9/30/2006     12     Trailing 12     $114,820
             64    12/31/2004   $984,586    12/31/2005   $846,770                                            $0
   5         65                     0                        0          NAP        NAP        NAP           NAP
             66                    $0       12/31/2005   $722,112    12/31/2006                          $1,139,252
             67    12/31/2004   $558,729    12/31/2005   $822,242    3/31/2006      3      Annualized     $950,120
             68    12/31/2004  $1,120,812   12/31/2005  $1,210,816   7/31/2006     12     Trailing 12    $1,248,271
             69                    $0       12/31/2005  $1,981,625   9/30/2006     12     Trailing 12    $1,889,656
             70                     0                        0          NAP        NAP        NAP           NAP
             71    12/31/2004  $1,857,883   12/31/2005  $1,976,458   12/31/2006    12     Trailing 12    $1,428,885
             72    12/31/2004  $1,340,138   12/31/2005  $1,191,962   9/30/2006     12     Trailing 12    $1,085,318
             73    12/31/2004  $1,395,832   12/31/2005  $1,933,029   9/30/2006     12     Trailing 12    $2,172,164
             74    12/31/2004  $1,213,632   12/31/2005  $1,057,918   11/30/2006    12     Trailing 12    $1,139,550
           74.01   12/31/2004   $255,442    12/31/2005   $222,667    11/30/2006    12     Trailing 12     $239,849
           74.02   12/31/2004   $227,059    12/31/2005   $197,927    11/30/2006    12     Trailing 12     $213,199
           74.03   12/31/2004   $193,000    12/31/2005   $168,238    11/30/2006    12     Trailing 12     $181,219
           74.04   12/31/2004   $193,000    12/31/2005   $168,238    11/30/2006    12     Trailing 12     $181,219
           74.05   12/31/2004   $187,324    12/31/2005   $163,289    11/30/2006    12     Trailing 12     $175,889
           74.06   12/31/2004   $107,853    12/31/2005    $94,015    11/30/2006    12     Trailing 12     $101,270
           74.07   12/31/2004    $49,953    12/31/2005    $43,544    11/30/2006    12     Trailing 12     $46,904
   5         75    12/31/2004   $871,299    12/31/2005   $452,535    10/31/2006    12     Trailing 12    $1,585,223
             76    12/31/2004   $837,000    12/31/2005   $804,459    9/30/2006     12     Trailing 12     $77,733
             77    12/31/2004  $1,385,358   12/31/2005  $1,477,108   8/31/2006     12     Trailing 12    $1,487,003
             78    12/31/2004  $1,165,167   12/31/2005  $1,135,843   8/31/2006     12     Trailing 12    $1,154,680
 15, 17      79                    $0       12/31/2005  $1,449,856   11/30/2006    12     Trailing 12    $1,027,475
             80                    $0                       $0                                               $0
             81    12/31/2004  $2,217,882   12/31/2005  $2,218,303   9/30/2006     12     Trailing 12    $1,878,123
             82    12/31/2004  $1,241,422   12/31/2005  $1,261,320   9/30/2006     12     Trailing 12    $1,547,769
   10        83                     0                        0          NAP        NAP        NAP           NAP
             84    12/31/2004  $1,161,527   12/31/2005  $1,290,308   9/30/2006      9      Annualized    $1,291,844
             85    12/31/2004  $1,103,339   12/31/2005  $1,260,673   8/31/2006     12     Trailing 12    $1,200,937
             86    12/31/2004  $1,602,915   12/31/2005   $774,385    6/30/2006      6      Annualized     $595,326
   15        87    12/31/2004  $1,210,664   12/31/2005   $975,218    10/31/2006    12     Trailing 12    $1,051,890
             88    12/31/2004  $1,637,490   12/31/2005  $1,405,914   7/31/2006     12     Trailing 12    $1,133,835
             89    12/31/2004   $671,493    12/31/2005   $839,840    12/1/2006     11      Annualized    $1,138,982
             90    12/31/2004  $1,069,692   12/31/2005  $1,089,292   6/30/2006     12     Trailing 12    $1,040,972
             91    12/31/2004   $995,592    12/31/2005   $956,126    11/25/2006    12     Trailing 12    $1,225,555
             92    12/31/2004  $1,629,588   12/31/2005  $1,692,577   9/30/2006     12     Trailing 12    $1,836,294
             93    12/31/2004   $877,743    12/31/2005   $846,129    8/31/2006     12     Trailing 12     $906,713
             94                    $0                       $0                                               $0
             95                    $0       12/31/2005   $118,246    9/30/2006      9      Annualized     $550,925
             96                     0       12/31/2005   $580,099    10/31/2006    10      Annualized     $831,699
             97    12/31/2004  $1,200,439   12/31/2005  $1,260,139   6/30/2006      6      Annualized    $1,178,788
             98                    $0                       $0       8/31/2006      8      Annualized    $1,349,121
             99    12/31/2004    $84,342    12/31/2005   $463,104    11/26/2006    12     Trailing 12    $1,552,413
   15       100                     0                        0          NAP        NAP        NAP           NAP
            101                    $0                       $0                                               $0
            102    12/31/2004   $871,029    12/31/2005  $1,067,603   10/31/2006    10      Annualized    $1,122,652
            103    12/31/2004   $711,027    12/31/2005   $823,835                          Annualized    $1,012,706
           103.01  12/31/2004   $188,116    12/31/2005   $183,401                          Annualized     $256,651
           103.02  12/31/2004   $121,856    12/31/2005   $162,726                          Annualized     $186,112
           103.03  12/31/2004   $124,275    12/31/2005   $130,035                          Annualized     $156,032
           103.04  12/31/2004   $109,913    12/31/2005   $121,113                          Annualized     $128,675
           103.05  12/31/2004    $90,930    12/31/2005    $74,339                          Annualized     $107,312
           103.06  12/31/2004    $25,574    12/31/2005    $89,252                          Annualized     $105,954
           103.07  12/31/2004    $50,363    12/31/2005    $62,969                          Annualized     $71,970
            104    12/31/2004  $1,126,193   12/31/2005  $1,070,540   6/30/2006     12     Trailing 12    $1,041,657
            105                     0                        0          NAV        NAV        NAV           NAV
   5        106                    $0       12/31/2005  $1,115,403   9/30/2006     12     Trailing 12    $1,086,394
            107    12/31/2004   $568,811    12/31/2005   $638,942    10/31/2006    12     Trailing 12     $583,058
            108                     0       12/31/2005   $808,719    6/30/2006      6      Annualized     $913,445
            109    12/31/2004   $572,069    12/31/2005   $992,147    9/30/2006     12     Trailing 12     $869,223
           109.01  12/31/2004   $532,970    12/31/2005   $495,667    9/30/2006     12     Trailing 12     $245,218
           109.02                  $0       12/31/2005   $165,525    9/30/2006     12     Trailing 12     $248,690
           109.03  12/31/2004    $39,099    12/31/2005   $330,955    9/30/2006     12     Trailing 12     $375,315
            110    12/31/2004   $319,976    12/31/2005   $608,456    9/30/2006     12     Trailing 12     $687,059
            111    12/31/2004   $703,712    12/31/2005   $693,578    10/31/2006    12     Trailing 12     $794,130
            112                    $0                       $0                                               $0
            113                    $0       12/31/2005   $510,092    7/31/2006      7      Annualized    $1,417,620
            114    12/31/2004   $607,947    12/31/2005   $624,528    11/30/2006    12     Trailing 12    $1,009,592
   15       115                     0                        0          NAP        NAP        NAP           NAP
            116    12/31/2004   $979,710    12/31/2005  $1,153,575   12/31/2006    12     Trailing 12     $840,008
            117                    $0       12/31/2005   $953,682    9/30/2006      9      Annualized     $969,533
           117.01                  $0       12/31/2005   $352,484    9/30/2006      9      Annualized     $394,651
           117.02                  $0       12/31/2005   $409,009    9/30/2006      9      Annualized     $410,012
           117.03                  $0       12/31/2005   $192,189    9/30/2006      9      Annualized     $164,870
            118    12/31/2004   $600,000    12/31/2005   $600,000                                            $0
   5        119                    $0                       $0                                               $0
            120    12/31/2004   $979,427    12/31/2005  $1,179,159   9/30/2006     12     Trailing 12    $1,212,479
            121    12/31/2004   $877,077    12/31/2005   $755,329    11/30/2006    12     Trailing 12     $824,146
            122    12/31/2004   $883,890    12/31/2005   $758,965    10/31/2006    10      Annualized     $862,273
            123    12/31/2004   $416,721    12/31/2005   $480,021    6/30/2006     12     Trailing 12     $544,452
            124    12/31/2004   $304,377    12/31/2005  $1,112,482   8/31/2006     12     Trailing 12    $1,326,980
 15, 18     125                     0                        0          NAP        NAP        NAP           NAP
            126                     0                        0       10/31/2006    10      Annualized     $419,187
   5        127    12/31/2004   $638,187    12/31/2005   $557,370    6/30/2006     12     Trailing 12     $377,244
           127.01  12/31/2004   $367,354    12/31/2005   $351,295    6/30/2006     12     Trailing 12     $333,700
           127.02  12/31/2004   $270,833    12/31/2005   $206,075    6/30/2006     12     Trailing 12     $43,544
            128    12/31/2004   $797,064    12/31/2005   $735,307    9/30/2006      9      Annualized     $752,595
            129    12/31/2004   $392,803    12/31/2005   $252,878     1/1/2006             Annualized     $293,355
            130                     0                        0          NAV        NAV        NAV           NAV
   19       131    12/31/2004  $1,077,725   12/31/2005  $1,271,472   11/30/2006    11      Annualized    $1,310,159
            132                     0                        0          NAP        NAP        NAP           NAP
   5        133                     0                        0          NAP        NAP        NAP           NAP
            134                     0       12/31/2005   $550,738    8/31/2006      8      Annualized     $556,611
            135    12/31/2004   $596,635    12/31/2005   $628,412    8/31/2006      8      Annualized     $628,953
            136    12/31/2004   $846,011    12/31/2005   $897,351    11/30/2006    12     Trailing 12     $908,691
   20       137    12/31/2004   $289,299    12/31/2005   $611,759    9/30/2006     12     Trailing 12     $670,412
            138                    $0                       $0                                               $0
            139    12/31/2004   $422,151    12/31/2005   $440,295    9/30/2006     12     Trailing 12     $605,357
            140                     0                        0          NAP        NAP        NAP           NAP
            141                     0                        0          NAP        NAP        NAP           NAP
            142    12/31/2004   $758,645    12/31/2005   $803,183    8/31/2006     12     Trailing 12     $870,161
            143    12/31/2004   $733,409    12/31/2005   $704,777    6/30/2006     12     Trailing 12     $592,768
   5        144    12/31/2004   $253,017    12/31/2005   $302,811    12/31/2006                           $463,566
            145    12/31/2004   $205,062    12/31/2005   $272,855    10/31/2006    10      Annualized     $290,919
            146    12/31/2004   $811,096    12/31/2005   $623,909    8/31/2006      8      Annualized     $785,039
            147    12/31/2004   $123,627    12/31/2005    $85,647    9/30/2006      9      Annualized     $161,813
           147.01                  $0       12/31/2005   -$41,239    9/30/2006      9      Annualized     $21,500
           147.02  12/31/2004   $123,627    12/31/2005   $126,886    9/30/2006      9      Annualized     $140,313
            148                     0                        0          NAP        NAP        NAP           NAP
            149    12/31/2004   $193,324    12/31/2005   $544,384    10/31/2006    10      Annualized     $651,020
            150                    $0                       $0                                               $0
            151                     0                        0          NAP        NAP        NAP           NAP
            152                     0                        0          NAV        NAV        NAV           NAV
            153    12/31/2004    $82,078    12/31/2005   $595,427    8/31/2006     12     Trailing 12     $746,825
   9        154                     0                        0          NAV        NAV        NAV           NAV
            155    12/31/2004   $538,116    12/31/2005   $401,390    9/30/2006     12     Trailing 12     $653,985
            156                     0                        0          NAP        NAP        NAP           NAP
           156.01                   0                        0          NAP        NAP        NAP           NAP
           156.02                   0                        0          NAP        NAP        NAP           NAP
            157    12/31/2004   $517,198    12/31/2005   $411,673    10/31/2006    10      Annualized     $743,707
            158    12/31/2004   $433,541    12/31/2005   $462,943    9/30/2006     12     Trailing 12     $573,992
            159    12/31/2004   $387,240    12/31/2005   $549,792    9/30/2006     12     Trailing 12     $571,307
            160                    $0                       $0       10/31/2006    10      Annualized     $28,592
            161    12/31/2004   $316,374    12/31/2005   $406,781    5/31/2006      5      Annualized     $475,673
            162                    $0                       $0                                               $0
            163                     0                        0          NAV        NAV        NAV           NAV
            164    12/31/2004   $495,272    12/31/2005   $549,262    9/30/2006      9      Annualized     $512,049
   9        165                     0                        0          NAP        NAP        NAP           NAP
            166                     0                        0          NAV        NAV        NAV           NAV
            167                     0       12/31/2005   $461,145    9/30/2006      9      Annualized     $505,661
   5        168    12/31/2004   $314,831    12/31/2005   $357,631    10/31/2006    10      Annualized     $342,007
            169    12/31/2004   $316,244    12/31/2005   $333,031    11/30/2006    12     Trailing 12     $365,993
           169.01  12/31/2004   $165,846    12/31/2005   $179,227    11/30/2006    12     Trailing 12     $191,454
           169.02  12/31/2004   $150,398    12/31/2005   $153,804    11/30/2006    12     Trailing 12     $174,539
            170                    $0                       $0       9/30/2006     12     Trailing 12     $387,192
            171                    $0       12/31/2005   $110,109    10/27/2006    10      Annualized     $250,585
            172    12/31/2004   $152,505    12/31/2005   $422,758    8/31/2006     12     Trailing 12     $627,003
            173                     0                        0          NAP        NAP        NAP           NAP
            174                     0                        0          NAP        NAP        NAP           NAP
            175                     0       12/31/2005   $391,484    12/1/2006     12     Trailing 12     $375,456
   9        176                     0                        0          NAP        NAP        NAP           NAP
            177    12/31/2004   $395,722    12/31/2005   $469,535    7/30/2006     12     Trailing 12     $397,371
           177.01  12/31/2004    $60,349    12/31/2005   $119,274    7/30/2006     12     Trailing 12     $88,243
           177.02  12/31/2004   $210,826    12/31/2005   $209,601    7/30/2006     12     Trailing 12     $182,705
           177.03  12/31/2004   $124,547    12/31/2005   $140,660    7/30/2006     12     Trailing 12     $126,423
            178                    $0                       $0                                               $0
           178.01                  $0                       $0                                               $0
           178.02                  $0                       $0                                               $0
           178.03                  $0                       $0                                               $0
           178.04                  $0                       $0                                               $0
            179                     0                        0       11/30/2006    11      Annualized     $333,826
            180    12/31/2004   $281,859    12/31/2005   $315,674    9/30/2006      9      Annualized     $375,625
            181    12/31/2004   $168,288    12/31/2005   $220,605    9/30/2006     12     Trailing 12     $249,615
            182                     0       12/31/2005   $257,829    7/31/2006      7      Annualized     $376,683
   5        183                    $0                       $0                                               $0
   21       184                     0                        0       12/1/2006     11      Annualized     $298,451
            185                     0                        0       11/14/2006    12     Trailing 12     $187,480
   5        186                     0       12/31/2005   $360,802    9/30/2006     12     Trailing 12     $352,473
            187                    $0                       $0                                               $0
            188                     0                        0          NAP        NAP        NAP           NAP
            189                     0                        0       11/30/2006    11      Annualized     $283,381
            190    12/31/2004   $218,604    12/31/2005   $171,246    10/31/2006    10      Annualized     $185,207
   22       191                    $0                       $0                                               $0
            192    12/31/2004   $320,210    12/31/2005   $258,197    6/30/2006     12     Trailing 12     $272,627
            193                     0       12/31/2005   $236,214     9/1/2006     12     Trailing 12     $285,232
            194                     0       12/31/2005   $304,130    9/30/2006      9      Annualized     $327,020
            195    12/31/2004   $238,385    12/31/2005   $240,012    6/30/2006     12     Trailing 12     $269,384
            196    12/31/2004   $237,817    12/31/2005   $232,911    11/30/2006    11      Annualized     $226,801
            197                    $0                       $0                                               $0
   9        198                     0                        0          NAP        NAP        NAP           NAP
            199    12/31/2004   $131,344    12/31/2005   $149,122    10/31/2006    10      Annualized     $159,993
            200    12/31/2004   $246,908    12/31/2005   $249,865    6/30/2006     11      Annualized     $249,721
            201    12/31/2004   $149,639    12/31/2005   $135,258    10/31/2006    10      Annualized     $108,717


                                                                           UNDERWRITTEN
          CONTROL  UNDERWRITTEN  UNDERWRITTEN  UNDERWRITTEN  UNDERWRITTEN   REPLACEMENT   UNDERWRITTEN   UNDERWRITTEN  UNDERWRITTEN
FOOTNOTE   NUMBER    REVENUE        EXPENSES       NOI         NOI DSCR       RESERVE    TI/LC RESERVE  OTHER RESERVE       NCF
- ------------------------------------------------------------------------------------------------------------------------------------

     2      1      $89,729,141   $42,072,655   $47,656,485      1.31          $451,016         $0                $0     $47,205,469
           1.01    $77,085,559   $36,107,811   $40,977,748                    $344,761         $0                $0     $40,632,987
           1.02    $12,643,581   $5,964,844    $6,678,737                     $106,255         $0                $0      $6,572,482
     3      2      $100,423,810  $35,450,346   $64,973,464      3.35          $301,599     $2,807,455            $0     $61,864,409
   4, 5     3      $39,624,129   $14,840,493   $24,783,636      1.44          $704,353     $1,297,288            $0     $22,781,996
           3.01     $5,038,145   $1,952,665    $3,085,480                      $46,994      $194,394             $0      $2,844,092
           3.02     $2,461,755    $794,193     $1,667,562                      $44,412      $78,517              $0      $1,544,633
           3.03     $2,323,430    $917,270     $1,406,160                      $42,258      $67,511              $0      $1,296,390
           3.04     $2,873,262   $1,427,748    $1,445,514                      $28,689      $131,082             $0      $1,285,743
           3.05     $1,563,719    $718,745      $844,974                       $37,158      $53,299              $0       $754,517
           3.06     $1,842,018    $844,425      $997,593                       $27,274      $54,635              $0       $915,684
           3.07     $1,315,987    $360,549      $955,438                       $33,546      $45,144              $0       $876,748
           3.08     $1,158,115    $261,998      $896,117                       $30,000      $29,164              $0       $836,953
           3.09     $1,265,439    $490,830      $774,609                       $19,908      $42,980              $0       $711,722
           3.10     $1,315,830    $620,301      $695,529                       $30,700      $38,520              $0       $626,309
           3.11      $982,659     $291,784      $690,875                       $21,115      $28,160              $0       $641,600
           3.12      $991,250     $278,311      $712,939                       $24,432      $33,256              $0       $655,251
           3.13      $951,925     $296,103      $655,823                       $21,542      $29,431              $0       $604,850
           3.14      $902,098     $226,858      $675,240                       $18,240      $24,826              $0       $632,174
           3.15     $1,160,132    $495,820      $664,312                       $24,580      $36,071              $0       $603,661
           3.16      $906,547     $433,216      $473,331                       $12,440      $27,244              $0       $433,647
           3.17      $846,173     $248,957      $597,217                       $17,182      $29,236              $0       $550,799
           3.18     $1,048,056    $511,455      $536,600                       $19,444      $28,589              $0       $488,567
           3.19      $760,610     $233,740      $526,870                       $17,480      $23,427              $0       $485,962
           3.20      $779,028     $279,443      $499,585                       $14,607      $24,544              $0       $460,434
           3.21      $666,655     $158,467      $508,188                       $10,717      $20,821              $0       $476,650
           3.22      $660,860     $268,236      $392,624                       $12,891      $20,345              $0       $359,389
           3.23      $732,333     $247,970      $484,362                       $14,597      $26,252              $0       $443,513
           3.24      $613,504     $155,623      $457,881                       $14,600      $19,060              $0       $424,221
           3.25      $795,735     $334,006      $461,730                       $14,302      $23,517              $0       $423,911
           3.26      $626,980     $186,829      $440,151                       $12,000      $17,204              $0       $410,947
           3.27      $637,106     $214,871      $422,235                       $12,001      $17,463              $0       $392,771
           3.28      $574,586     $155,180      $419,406                       $12,580      $15,251              $0       $391,575
           3.29      $715,225     $337,392      $377,833                       $10,399      $20,905              $0       $346,529
           3.30      $564,971     $153,246      $411,725                       $12,433      $19,796              $0       $379,496
           3.31      $650,364     $294,777      $355,587                       $11,339      $19,762              $0       $324,486
           3.32      $411,471     $121,403      $290,068                       $8,833       $12,345              $0       $268,890
           3.33      $402,404     $127,855      $274,549                       $8,493       $12,153              $0       $253,903
           3.34      $485,980     $179,003      $306,977                       $9,920       $16,736              $0       $280,321
           3.35      $396,856     $170,988      $225,869                       $2,867        $9,529              $0       $213,473
           3.36      $202,921      $50,238      $152,682                       $4,380        $6,119              $0       $142,183
            4      $39,687,218   $10,883,141   $28,804,077      2.01           $85,249     $1,130,023            $0     $27,588,806
            5      $35,747,510   $15,436,423   $20,311,087      1.50          $231,974      $929,073             $0     $19,150,039
           5.01     $9,935,205   $3,197,663    $6,737,542                      $59,686      $247,963             $0      $6,429,893
           5.02     $8,684,681   $3,139,765    $5,544,916                      $60,044      $294,695             $0      $5,190,177
           5.03     $6,661,790   $3,062,096    $3,599,694                      $39,758      $14,018              $0      $3,545,918
           5.04     $6,822,709   $4,224,709    $2,598,000                      $46,361      $236,289             $0      $2,315,350
           5.05     $3,643,125   $1,812,190    $1,830,935                      $26,126      $136,108             $0      $1,668,701
   6, 7     6      $43,589,447   $20,942,154   $22,647,293      1.78          $509,731     $2,482,780            $0     $19,654,782
           6.01    $16,508,480   $6,766,741    $9,741,739                     $189,223     $1,269,599            $0      $8,282,917
           6.02    $22,215,725   $11,694,138   $10,521,587                    $293,703     $1,028,041            $0      $9,199,843
           6.03     $4,865,242   $2,481,275    $2,383,967                      $26,805      $185,140             $0      $2,172,022
            7      $18,324,809   $3,854,153    $14,470,656      1.15           $36,022         $0                $0     $14,434,634
     5      8      $18,029,033   $4,528,608    $13,500,425      1.23           $97,184         $0                $0     $13,403,241
     8      9      $111,171,825  $44,720,518   $66,451,307      3.35          $508,871     $2,850,846            $0     $63,091,590
            10     $19,605,076   $7,535,263    $12,069,814      1.49          $270,412      $891,948             $0     $10,907,454
          10.01     $2,345,214    $904,870     $1,440,344                      $22,101      $77,537              $0      $1,340,706
          10.02     $1,768,726    $596,749     $1,171,977                      $20,864      $67,149              $0      $1,083,964
          10.03     $1,803,032    $673,002     $1,130,030                      $40,430      $69,838              $0      $1,019,762
          10.04     $1,717,074    $687,049     $1,030,025                      $40,438      $95,279              $0       $894,308
          10.05     $1,552,408    $669,576      $882,832                       $7,499       $80,694              $0       $794,639
          10.06     $1,557,675    $600,909      $956,766                       $21,652      $55,142              $0       $879,972
          10.07     $1,547,400    $618,782      $928,618                       $20,689      $78,547              $0       $829,382
          10.08     $1,607,828    $638,336      $969,492                       $16,715      $62,800              $0       $889,977
          10.09     $1,628,396    $690,481      $937,915                       $40,431      $85,139              $0       $812,345
          10.10     $1,068,662    $415,002      $653,660                       $4,708       $50,825              $0       $598,127
          10.11     $1,004,352    $310,693      $693,659                       $4,648       $53,454              $0       $635,557
          10.12      $796,591     $240,462      $556,129                       $4,685       $47,186              $0       $504,258
          10.13      $614,310     $245,987      $368,323                       $12,776      $36,673              $0       $318,874
          10.14      $593,408     $243,365      $350,043                       $12,776      $31,685              $0       $305,582
            11     $32,873,760   $20,379,650   $12,494,110      1.53         $1,314,950        $0                $0     $11,179,160
            12     $17,485,040   $4,857,778    $12,627,261      1.55          $101,886      $650,413             $0     $11,874,963
            13     $14,006,686   $4,361,840    $9,644,846       1.24          $122,595      $631,308         -$311,867   $9,202,810
          13.01     $6,805,450   $1,594,556    $5,210,894                      $52,126      $254,254         -$171,956   $5,076,470
          13.02     $1,648,866    $552,530     $1,096,336                      $23,246      $126,288          -$33,294    $980,096
          13.03     $1,827,972    $848,626      $979,346                       $11,969      $84,863           -$30,940    $913,454
          13.04     $1,040,891    $359,749      $681,142                       $11,035      $48,783           -$21,786    $643,110
          13.05     $1,106,533    $387,551      $718,982                       $15,680      $49,836           -$22,911    $676,377
          13.06     $1,576,974    $618,828      $958,146                       $8,539       $67,284           -$30,980    $913,303
            14     $21,412,992   $10,986,812   $10,426,180      1.69          $132,045      $660,223             $0      $9,633,912
            15     $17,746,037   $5,710,187    $12,035,850      1.54          $304,330      $355,071             $0     $11,376,449
            16     $13,818,979   $3,310,405    $10,508,574      1.50          $105,646      $838,552             $0      $9,564,375
          16.01     $4,853,580   $2,006,415    $2,847,165                      $80,398      $565,032             $0      $2,201,735
          16.02     $8,965,399   $1,303,990    $7,661,409                      $25,249      $273,520             $0      $7,362,640
            17     $12,610,007   $1,306,680    $11,303,326      1.49           $98,001         $0                $0     $11,205,325
          17.01     $2,291,318    $217,780     $2,073,538                      $16,334         $0                $0      $2,057,204
          17.02     $2,110,288    $217,780     $1,892,508                      $16,334         $0                $0      $1,876,174
          17.03     $2,084,427    $217,780     $1,866,647                      $16,334         $0                $0      $1,850,313
          17.04     $2,084,427    $217,780     $1,866,647                      $16,334         $0                $0      $1,850,313
          17.05     $2,084,427    $217,780     $1,866,647                      $16,334         $0                $0      $1,850,313
          17.06     $1,955,120    $217,780     $1,737,340                      $16,334         $0                $0      $1,721,006
            18     $39,855,261   $27,604,015   $12,251,247      2.26         $1,594,211        $0                $0     $10,657,036
     9      19     $13,179,617   $4,364,810    $8,814,807       1.35           $56,262      $234,774             $0      $8,523,771
            20     $12,600,824   $3,920,912    $8,679,912       1.73           $51,202      $256,009             $0      $8,372,701
            21      $7,150,345   $1,295,401    $5,854,944       1.21           $30,000      $153,673             $0      $5,671,271
            22     $10,523,718   $4,769,059    $5,754,659       1.54           $93,201      $537,228             $0      $5,124,230
            23      $9,545,059   $4,188,434    $5,356,625       1.34          $336,500         $0                $0      $5,020,125
          23.01     $2,738,939    $960,939     $1,778,000                      $67,000         $0                $0      $1,711,000
          23.02     $1,372,672    $598,094      $774,578                       $47,000         $0                $0       $727,578
          23.03     $1,491,824    $630,600      $861,224                       $52,000         $0                $0       $809,224
          23.04     $1,075,914    $535,221      $540,693                       $48,000         $0                $0       $492,693
          23.05     $1,032,524    $557,574      $474,950                       $44,000         $0                $0       $430,950
          23.06     $1,020,204    $459,256      $560,948                       $45,500         $0                $0       $515,448
          23.07      $812,982     $446,750      $366,232                       $33,000         $0                $0       $333,232
            24      $9,174,766   $4,280,653    $4,894,113       1.25           $58,229      $262,319         -$100,000   $4,673,565
          24.01     $4,976,989   $2,063,038    $2,913,951                      $27,410      $120,217          -$50,000   $2,816,324
          24.02     $4,197,777   $2,217,615    $1,980,162                      $30,819      $142,102          -$50,000   $1,857,241
            25      $6,551,498   $1,769,658    $4,781,840       1.21           $26,964      $62,916              $0      $4,691,960
            26      $5,037,850     $50,379     $4,987,472       1.71           $75,507      $180,372             $0      $4,731,592
          26.01     $2,365,500     $23,655     $2,341,845                      $35,454      $84,693              $0      $2,221,698
          26.02     $1,402,200     $14,022     $1,388,178                      $21,016      $50,203              $0      $1,316,958
          26.03      $661,200      $6,612       $654,588                       $9,910       $23,673              $0       $621,005
          26.04      $608,950      $6,090       $602,860                       $9,127       $21,802              $0       $571,931
            27      $5,372,525   $1,699,409    $3,673,116       1.29          $131,000         $0                $0      $3,542,116
    10      28      $3,670,744   $1,147,161    $2,523,583       1.25           $25,723      $68,183              $0      $2,429,678
    11      29      $5,744,557   $2,283,769    $3,460,787       1.33          $139,500         $0                $0      $3,321,287
          29.01      $664,691     $243,629      $421,062                       $15,000         $0                $0       $406,062
          29.02      $732,543     $299,737      $432,806                       $17,500         $0                $0       $415,306
          29.03      $654,754     $309,401      $345,353                       $17,500         $0                $0       $327,853
          29.04      $510,401     $180,789      $329,612                       $11,500         $0                $0       $318,112
          29.05      $478,470     $187,098      $291,372                       $10,000         $0                $0       $281,372
          29.06      $490,562     $195,206      $295,356                       $12,500         $0                $0       $282,856
          29.07      $422,637     $172,267      $250,370                       $11,250         $0                $0       $239,120
    12    29.08      $433,974     $165,589      $268,385                       $11,000         $0                $0       $257,385
          29.09      $451,862     $179,040      $272,822                       $10,250         $0                $0       $262,572
          29.10      $335,092     $124,821      $210,271                       $8,500          $0                $0       $201,771
          29.11      $267,742     $110,519      $157,223                       $7,250          $0                $0       $149,973
          29.12      $301,828     $115,673      $186,155                       $7,250          $0                $0       $178,905
            30      $4,170,500     $41,705     $4,128,795       1.70           $54,446      $140,931             $0      $3,933,417
            31      $7,730,298   $4,210,995    $3,519,303       1.38           $93,345      $583,406         -$500,000   $3,342,552
    13      32      $5,055,608   $1,483,797    $3,571,811       1.53           $47,371      $110,566             $0      $3,413,874
            33      $4,960,018   $1,642,659    $3,317,359       1.26           $89,368         $0                $0      $3,227,991
  14, 15    34      $8,988,163   $3,400,714    $5,587,449       2.49           $31,898      $190,406             $0      $5,365,145
            35      $4,684,231   $1,428,653    $3,255,578       1.41           $51,347      $205,390             $0      $2,998,841
            36      $5,698,568   $2,587,984    $3,110,584       1.45          $208,500         $0                $0      $2,902,084
          36.01     $1,545,821    $614,476      $931,345                       $50,250         $0                $0       $881,095
          36.02     $1,294,152    $567,896      $726,256                       $46,500         $0                $0       $679,756
          36.03     $1,160,428    $525,135      $635,293                       $42,750         $0                $0       $592,543
          36.04      $679,987     $373,690      $306,297                       $27,000         $0                $0       $279,297
          36.05      $524,963     $266,146      $258,817                       $22,000         $0                $0       $236,817
          36.06      $493,217     $240,641      $252,576                       $20,000         $0                $0       $232,576
            37      $5,569,268   $2,394,722    $3,174,546       1.45          $212,250         $0                $0      $2,962,296
          37.01     $1,506,038    $568,736      $937,302                       $54,750         $0                $0       $882,552
          37.02     $1,375,246    $484,856      $890,390                       $48,000         $0                $0       $842,390
          37.03      $966,916     $444,467      $522,449                       $38,250         $0                $0       $484,199
          37.04     $1,063,247    $543,325      $519,922                       $41,250         $0                $0       $478,672
          37.05      $657,821     $353,338      $304,483                       $30,000         $0                $0       $274,483
     5      38     $11,720,388   $5,330,508    $6,389,880       2.69          $550,691      $255,862             $0      $5,583,327
            39      $4,996,297   $2,042,127    $2,954,170       1.47           $33,300      $166,502             $0      $2,754,368
            40      $6,374,013   $3,189,876    $3,184,137       1.68           $45,888      $364,139             $0      $2,774,109
            41      $3,725,804   $1,016,697    $2,709,107       1.16           $20,800         $0                $0      $2,688,307
            42      $3,635,046   $1,024,681    $2,610,365       1.32           $18,152      $121,012             $0      $2,471,201
            43      $9,143,031   $5,374,479    $3,768,552       2.01          $365,722         $0                $0      $3,402,830
            44      $4,092,059   $1,219,470    $2,872,589       1.55           $10,173      $108,480             $0      $2,753,936
            45      $3,892,579   $1,149,883    $2,742,696       1.19           $32,392      $138,437             $0      $2,571,867
            46      $3,665,206   $1,033,420    $2,631,786       1.42           $15,397      $102,646             $0      $2,513,743
            47      $4,652,781   $2,030,980    $2,621,801       1.22           $29,673      $164,848          -$48,000   $2,475,280
            48      $3,187,385    $951,757     $2,235,628       1.23           $7,200       $38,399              $0      $2,190,029
            49      $3,432,127    $827,634     $2,604,493       1.25           $27,259      $71,863              $0      $2,505,371
    15      50      $4,557,468   $1,414,915    $3,142,553       1.41           $6,120       $83,661              $0      $3,052,772
            51      $4,949,178   $2,156,086    $2,793,092       1.33           $88,800         $0                $0      $2,704,292
            52     $18,764,150   $15,370,693   $3,393,457       1.53          $714,277         $0                $0      $2,679,180
          52.01    $15,135,248   $12,177,398   $2,957,850                     $605,410         $0                $0      $2,352,440
          52.02     $3,628,902   $3,193,295     $435,607                      $108,867         $0                $0       $326,740
            53      $3,473,580    $785,176     $2,688,404       1.69          $139,469      $168,983             $0      $2,379,952
          53.01     $1,525,837    $329,738     $1,196,099                      $34,000      $61,047              $0      $1,101,052
          53.02      $983,314     $238,480      $744,834                       $28,300      $42,790              $0       $673,744
          53.03      $964,429     $216,958      $747,471                       $77,169      $65,146              $0       $605,156
            54      $2,624,142    $358,295     $2,265,847       1.21           $28,628         $1                $0      $2,237,218
            55      $2,723,453    $775,845     $1,947,608       1.33           $10,622      $42,489              $0      $1,894,497
            56      $3,325,543   $1,550,148    $1,775,395       1.24           $17,873      $78,853              $0      $1,678,669
    16      57      $3,168,809    $740,329     $2,428,480       1.70           $78,579      $130,618             $0      $2,219,283
            58      $2,611,040    $604,025     $2,007,015       1.14             $0         $59,871           -$40,000   $1,987,144
     5      59      $3,227,794   $1,231,052    $1,996,742       1.57             $0            $0                $0      $1,996,742
            60      $2,635,753    $877,871     $1,757,882       1.35           $22,200         $0                $0      $1,735,682
     5      61      $2,548,675    $960,202     $1,588,473       1.24           $28,000         $0                $0      $1,560,473
            62      $5,722,281   $3,566,909    $2,155,372       1.88          $228,892         $0                $0      $1,926,480
            63      $2,969,612   $1,111,068    $1,858,544       1.64           $47,857      $168,954             $0      $1,641,732
          63.01     $1,276,609    $466,581      $810,028                       $12,699      $77,571              $0       $719,758
          63.02     $1,154,349    $374,886      $779,463                       $11,478      $67,593              $0       $700,392
          63.03      $250,156     $104,799      $145,357                       $13,703      $12,099              $0       $119,555
          63.04      $288,498     $164,802      $123,696                       $9,978       $11,691              $0       $102,027
            64      $2,728,816    $832,758     $1,896,058       1.31           $24,274      $85,040           -$20,000   $1,806,744
     5      65      $2,660,040    $971,110     $1,688,930       1.57             $0            $0                $0      $1,688,930
            66      $3,517,052   $1,596,159    $1,920,893       1.78           $33,315      $132,619             $0      $1,754,959
            67      $2,843,799   $1,177,535    $1,666,264       1.27           $15,091      $85,927           -$50,000   $1,615,246
            68      $3,291,986   $1,743,872    $1,548,114       1.42           $83,500         $0                $0      $1,464,614
            69      $2,544,887    $779,601     $1,765,286       1.70           $37,213      $274,530             $0      $1,453,543
            70      $3,494,402   $1,769,197    $1,725,205       1.58           $57,744      $164,797             $0      $1,502,664
            71      $4,855,134   $3,044,409    $1,810,725       1.39           $34,395      $183,442             $0      $1,592,887
            72      $2,140,913    $469,623     $1,671,290       1.40           $26,550      $106,200             $0      $1,538,540
            73      $5,545,321   $3,391,693    $2,153,629       2.26          $221,814         $0                $0      $1,931,815
            74      $2,097,764    $585,816     $1,511,948       1.28           $32,607      $60,107              $0      $1,419,235
          74.01      $441,531     $123,301      $318,230                       $6,863       $12,651              $0       $298,716
          74.02      $392,472     $109,601      $282,871                       $6,100       $11,245              $0       $265,526
          74.03      $333,601      $93,161      $240,441                       $5,185        $9,559              $0       $225,697
          74.04      $333,601      $93,161      $240,441                       $5,185        $9,559              $0       $225,697
          74.05      $323,790      $90,421      $233,369                       $5,033        $9,278              $0       $219,059
          74.06      $186,424      $52,060      $134,364                       $2,898        $5,342              $0       $126,125
          74.07      $86,344       $24,112       $62,232                       $1,342        $2,474              $0       $58,416
     5      75      $2,415,392   $1,093,899    $1,321,493       1.19           $51,200         $0                $0      $1,270,293
            76      $6,785,291   $5,083,337    $1,701,954       1.74          $271,412         $0                $0      $1,430,542
            77      $2,546,375   $1,052,052    $1,494,323       1.60           $6,557       $43,713              $0      $1,444,053
            78      $2,466,862   $1,229,485    $1,237,377       1.32           $71,500         $0                $0      $1,165,877
  15, 17    79     $11,720,865   $9,497,081    $2,223,784       1.75          $468,835         $0                $0      $1,754,949
            80      $1,704,544     $42,614     $1,661,930       1.77             $0         $164,034             $0      $1,497,896
            81      $5,199,262   $3,337,831    $1,861,432       2.26          $207,971         $0                $0      $1,653,460
            82      $4,440,508   $2,963,625    $1,476,882       1.79          $177,621         $0                $0      $1,299,261
    10      83      $1,493,977    $337,261     $1,156,715       1.28           $5,679       $33,347              $0      $1,117,689
            84      $2,030,400    $802,849     $1,227,551       1.47           $48,800         $0                $0      $1,178,751
            85      $2,906,579   $1,658,919    $1,247,660       1.55           $31,029      $148,823             $0      $1,067,808
            86      $2,085,534    $808,230     $1,277,304       1.26           $14,836      $89,045              $0      $1,173,423
    15      87      $2,049,845    $733,627     $1,316,218       1.20           $21,013      $52,533           -$30,000   $1,272,672
            88      $2,307,903    $946,299     $1,361,604       1.36           $31,100      $92,802           -$50,000   $1,287,702
            89      $2,467,225   $1,155,620    $1,311,605       1.33           $28,023      $150,292             $0      $1,133,291
            90      $1,715,614    $493,939     $1,221,675       1.19           $35,132      $19,798              $0      $1,166,745
            91      $2,420,167   $1,242,207    $1,177,960       1.22           $69,600         $0                $0      $1,108,360
            92      $4,684,503   $2,874,622    $1,809,882       2.32          $187,381         $0                $0      $1,622,501
            93      $1,630,042    $618,983     $1,011,059       1.16           $11,250         $0                $0       $999,809
            94      $2,302,588    $879,479     $1,423,109       1.49           $25,074      $125,369             $0      $1,272,666
            95      $1,689,201    $497,222     $1,191,979       1.22           $5,962       $29,811              $0      $1,156,206
            96      $1,661,062    $447,022     $1,214,040       1.28           $12,903      $82,542              $0      $1,118,595
            97      $2,476,865   $1,267,073    $1,209,791       1.32           $16,058      $102,168             $0      $1,091,566
            98      $2,194,468    $910,475     $1,283,993       1.41           $34,107      $109,542             $0      $1,140,344
            99      $9,553,521   $7,964,153    $1,589,368       1.77          $382,141         $0                $0      $1,207,227
    15     100      $1,775,768    $591,233     $1,184,536       1.32           $8,628       $76,656              $0      $1,099,252
           101      $1,809,170    $669,039     $1,140,131       1.25           $7,599       $25,266              $0      $1,107,266
           102      $1,594,290    $460,202     $1,134,088       1.26           $9,815       $62,156              $0      $1,062,118
           103      $1,538,732    $507,067     $1,031,665       1.08           $27,250         $0                $0      $1,004,415
          103.01     $394,282     $117,545      $276,737                       $9,000          $0                $0       $267,737
          103.02     $275,831      $80,122      $195,709                       $4,250          $0                $0       $191,459
          103.03     $236,917      $75,672      $161,245                       $3,750          $0                $0       $157,495
          103.04     $173,123      $37,753      $135,370                       $2,250          $0                $0       $133,120
          103.05     $177,094      $87,581       $89,513                       $3,000          $0                $0       $86,513
          103.06     $170,047      $75,132       $94,915                       $3,000          $0                $0       $91,915
          103.07     $111,438      $33,262       $78,176                       $2,000          $0                $0       $76,176
           104      $1,485,468    $356,201     $1,129,267       1.30           $15,542      $31,908              $0      $1,081,817
           105      $1,605,399    $484,794     $1,120,605       1.27           $8,349       $80,237              $0      $1,032,020
     5     106      $1,441,540    $445,775      $995,765        1.17           $7,558       $25,195              $0       $963,012
           107      $1,500,542    $580,330      $920,212        1.16           $15,000         $0                $0       $905,212
           108      $2,031,162    $885,503     $1,145,659       1.71           $42,165      $88,831              $0      $1,014,663
           109      $1,857,985    $747,183     $1,110,802       1.54           $32,340      $89,256              $0       $989,206
          109.01     $680,875     $283,967      $396,908                       $11,994      $38,317              $0       $346,597
          109.02     $665,660     $269,109      $396,551                       $11,379      $21,756              $0       $363,416
          109.03     $511,450     $194,107      $317,343                       $8,967       $29,183              $0       $279,193
           110      $1,515,104    $494,863     $1,020,240       1.31           $10,706      $49,317              $0       $960,218
           111      $1,334,913    $461,589      $873,324        1.38           $8,938       $24,252              $0       $840,135
           112      $1,061,110    $159,862      $901,248        1.17           $3,180       $10,601              $0       $887,467
           113      $2,391,115   $1,228,798    $1,162,317       1.40           $80,000         $0                $0      $1,082,317
           114      $1,586,772    $607,667      $979,105        1.35           $57,167      $66,114              $0       $855,823
    15     115      $1,431,217    $465,525      $965,692        1.31           $7,231       $72,669              $0       $885,792
           116      $1,980,627    $885,688     $1,094,939       1.90           $55,328         $0                $0      $1,039,611
           117      $1,426,983    $451,427      $975,556        1.31           $21,989         $0                $0       $953,567
          117.01     $565,592     $176,260      $389,332                       $8,015          $0                $0       $381,317
          117.02     $544,261     $135,124      $409,137                       $7,021          $0                $0       $402,116
          117.03     $317,130     $140,043      $177,087                       $6,953          $0                $0       $170,134
           118      $1,164,801     $25,623     $1,139,178       1.87           $29,680      $59,359              $0      $1,050,139
     5     119      $1,508,414    $492,021     $1,016,393       1.38           $11,781      $39,270              $0       $965,343
           120      $3,270,765   $2,078,774    $1,191,991       1.60          $130,831         $0                $0      $1,061,160
           121      $1,226,670    $385,685      $840,985        1.29           $14,368      $46,163              $0       $780,454
           122      $1,901,573    $930,017      $971,556        1.79           $26,889      $145,199             $0       $799,469
           123      $1,195,110    $415,663      $779,447        1.16           $4,980          $0                $0       $774,467
           124      $2,749,979   $1,640,656    $1,109,323       1.74          $109,999         $0                $0       $999,324
  15, 18   125      $1,146,381    $338,835      $807,545        1.31           $14,477      $31,665              $0       $761,404
           126      $1,211,394    $393,533      $817,861        1.56           $4,538       $18,723              $0       $794,600
     5     127      $1,640,180    $820,572      $819,608        1.27           $17,562         $0                $0       $802,046
          127.01     $839,101     $336,137      $502,964                       $8,550          $0                $0       $494,414
          127.02     $801,079     $484,435      $316,644                       $9,012          $0                $0       $307,632
           128      $1,154,943    $385,950      $768,992        1.31           $30,884      $46,204              $0       $691,904
           129       $834,625     $158,760      $675,865        1.16           $1,416        $4,722              $0       $669,727
           130      $1,094,557    $309,214      $785,343        1.39           $4,452       $46,850              $0       $734,041
    19     131      $1,984,219    $385,374     $1,598,845       3.59           $15,679      $85,895              $0      $1,497,270
           132       $949,507     $255,249      $694,258        1.25           $3,951       $20,179              $0       $670,127
     5     133      $1,100,690    $408,458      $692,232        1.57             $0            $0                $0       $692,232
           134      $1,256,959    $403,304      $853,655        1.62           $17,037      $72,399              $0       $764,219
           135       $871,176     $191,960      $679,217        1.29           $8,511       $41,514              $0       $629,191
           136      $1,135,033    $204,989      $930,043        2.21           $23,728      $46,364              $0       $859,952
    20     137      $3,097,229   $2,220,280     $876,950        2.10          $123,889         $0                $0       $753,061
           138       $833,171     $220,818      $612,353        1.21           $1,203        $6,014              $0       $605,136
           139      $1,033,813    $318,928      $714,885        1.47           $8,658          $0                $0       $706,227
           140       $865,404     $213,435      $651,969        1.22           $7,344       $19,332              $0       $625,293
           141       $781,035     $148,379      $632,656        1.23           $2,536       $13,657              $0       $616,463
           142      $1,937,245   $1,159,474     $777,771        1.55           $77,490         $0                $0       $700,281
           143      $1,023,209    $345,894      $677,315        1.33           $12,243      $32,093              $0       $632,979
     5     144       $788,749     $152,276      $636,473        1.32           $5,924       $27,644              $0       $602,905
           145      $1,173,718    $526,721      $646,997        1.32           $11,837      $69,388              $0       $565,772
           146      $1,379,969    $560,521      $819,448        2.10           $13,806      $95,557              $0       $710,085
           147      $1,043,863    $396,143      $647,720        1.42           $7,931       $39,653              $0       $600,136
          147.01     $874,506     $355,465      $519,041                       $6,731       $33,653              $0       $478,657
          147.02     $169,357      $40,678      $128,679                       $1,200        $6,000              $0       $121,479
           148       $741,700     $187,324      $554,375        1.44           $3,050       $13,670              $0       $537,656
           149       $952,613     $293,348      $659,265        1.47           $3,480       $40,655              $0       $615,130
           150       $726,074     $179,330      $546,744        1.21           $9,252       $21,589              $0       $515,903
           151       $566,576      $5,666       $560,910        1.16           $7,949          $0                $0       $552,961
           152       $879,476     $200,170      $679,306        1.95           $22,002      $45,366              $0       $611,938
           153      $2,093,036   $1,402,143     $690,893        1.61           $83,721         $0                $0       $607,172
     9     154       $769,718     $222,174      $547,544        1.36           $4,815       $43,154              $0       $499,574
           155      $1,753,722   $1,098,799     $654,923        1.52           $70,149         $0                $0       $584,774
           156       $704,978     $129,483      $575,494        1.54           $16,486      $15,734              $0       $543,274
          156.01     $433,137      $44,888      $388,249                       $1,449          $0                $0       $386,800
          156.02     $271,841      $84,595      $187,245                       $15,037      $15,734              $0       $156,474
           157      $1,236,263    $556,087      $680,176        1.81           $9,307       $59,639              $0       $611,230
           158       $801,475     $196,651      $604,824        1.68           $24,609      $25,704              $0       $554,512
           159       $787,765     $281,741      $506,024        1.64           $7,409       $35,892              $0       $462,723
           160       $347,163      $10,415      $336,748        1.06             $0            $0                $0       $336,748
           161       $799,143     $358,251      $440,892        1.24           $6,410          $0                $0       $434,482
           162       $520,516     $107,874      $412,642        1.43           $1,952          $0                $0       $410,690
           163       $592,986     $146,161      $446,826        1.50           $6,558       $25,662              $0       $414,605
           164       $688,490     $232,233      $456,258        1.55           $9,353       $33,794              $0       $413,111
     9     165       $519,236      $85,126      $434,109        1.27           $1,118       $12,512              $0       $420,480
           166       $593,136     $170,787      $422,348        1.25           $2,568       $22,271              $0       $397,508
           167       $600,907      $92,061      $508,846        1.56           $14,175      $26,995              $0       $467,676
     5     168       $667,767     $235,760      $432,007        1.36           $6,564       $21,568              $0       $403,876
           169       $659,971     $257,466      $402,505        1.20           $15,525         $0                $0       $386,980
          169.01     $358,870     $139,117      $219,753                       $9,900          $0                $0       $209,853
          169.02     $301,101     $118,349      $182,752                       $5,625          $0                $0       $177,127
           170      $1,452,086    $897,782      $554,304        1.49           $58,083         $0                $0       $496,221
           171       $595,965     $163,303      $432,662        1.39           $10,650         $0                $0       $422,012
           172      $1,886,760   $1,270,072     $616,688        1.92           $75,470         $0                $0       $541,218
           173       $429,768      $71,921      $357,847        1.43            $774         $6,020              $0       $351,055
           174       $473,215     $107,767      $365,448        1.24           $3,780       $17,225              $0       $344,443
           175       $517,446     $134,173      $383,273        1.31           $11,588      $31,483              $0       $340,202
     9     176       $439,065      $65,346      $373,719        1.28           $1,290       $16,515              $0       $355,914
           177       $611,049     $158,426      $452,623        1.52           $24,521      $44,022              $0       $384,080
          177.01     $265,174      $62,199      $202,975                       $10,000      $18,032              $0       $174,943
          177.02     $193,670      $59,538      $134,132                       $9,311       $16,381              $0       $108,440
          177.03     $152,205      $36,689      $115,516                       $5,210        $9,609              $0       $100,697
           178       $410,808      $16,325      $394,483        1.23           $2,800        $5,600              $0       $386,083
          178.01     $103,167      $4,095        $99,072                        $700         $1,400              $0       $96,972
          178.02     $78,334       $3,350        $74,984                        $700         $1,400              $0       $72,884
          178.03     $103,089      $4,093        $98,996                        $700         $1,400              $0       $96,896
          178.04     $126,218      $4,787       $121,431                        $700         $1,400              $0       $119,331
           179       $496,384     $114,702      $381,682        1.42           $1,734       $17,383              $0       $362,565
           180       $509,728      $85,246      $424,482        1.58           $27,556      $21,931              $0       $374,996
           181       $549,009     $246,194      $302,815        1.40           $2,547          $0                $0       $300,268
           182       $673,625     $280,965      $392,660        1.80           $7,916       $28,241              $0       $356,503
     5     183       $407,824      $30,466      $377,358        1.43            $531         $6,866              $0       $369,961
    21     184       $342,001      $59,354      $282,647        1.16            $842         $7,010              $0       $274,795
           185       $505,495     $185,629      $319,866        1.30           $3,311       $15,045              $0       $301,510
     5     186       $489,375     $136,456      $352,919        1.38           $3,558       $28,036              $0       $321,326
           187       $394,441      $71,855      $322,586        1.34           $1,707        $8,129              $0       $312,750
           188       $612,900     $135,343      $477,557        1.28           $2,384       $17,567              $0       $457,606
           189       $423,096     $146,565      $276,530        1.21           $2,196       $17,204              $0       $257,130
           190       $688,279     $407,383      $280,896        1.32           $35,700         $0                $0       $245,196
    22     191       $398,360      $68,174      $330,186        1.47           $1,006        $5,031              $0       $324,149
           192       $827,981     $511,541      $316,440        1.55           $31,108         $0                $0       $285,332
           193       $343,320      $72,071      $271,249        1.34           $1,271       $14,553              $0       $255,425
           194       $540,637     $234,121      $306,516        1.83           $6,173       $33,073              $0       $267,269
           195       $740,551     $450,172      $290,379        1.53           $30,854         $0                $0       $259,525
           196       $262,796      $50,593      $212,203        1.49           $2,577       $14,477              $0       $195,149
           197       $198,450      $5,954       $192,496        1.38            $789         $1,578              $0       $190,129
     9     198       $176,296      $25,271      $151,025        1.28            $373         $2,140              $0       $148,512
           199       $241,862      $69,732      $172,130        1.49           $4,176       $13,243              $0       $154,711
           200       $354,609     $118,406      $236,203        1.20           $1,785        $7,910              $0       $226,509
           201       $197,280      $59,473      $137,807        1.48           $3,543       $11,007              $0       $123,257


                                                                                                         UPFRONT
                                  ONGOING     ONGOING     UPFRONT      ONGOING     UPFRONT    ONGOING    DEFERRED
          CONTROL  UNDERWRITTEN   RE TAX     INSURANCE  REPLACEMENT  REPLACEMENT    TI/LC      TI/LC   MAINTENANCE
FOOTNOTE   NUMBER    NCF DSCR     RESERVE     RESERVE     RESERVE      RESERVE     RESERVE    RESERVE    RESERVE
- ------------------------------------------------------------------------------------------------------------------

    2        1     1.29          $1,381,000   $101,000   $1,277,000      $0       $4,249,039    $0          $0
            1.01
            1.02
    3        2     3.19              $0          $0          $0          $0           $0        $0          $0
  4, 5       3     1.32           $775,461       $0          $0          $0           $0        $0      $2,870,081
            3.01
            3.02
            3.03
            3.04
            3.05
            3.06
            3.07
            3.08
            3.09
            3.10
            3.11
            3.12
            3.13
            3.14
            3.15
            3.16
            3.17
            3.18
            3.19
            3.20
            3.21
            3.22
            3.23
            3.24
            3.25
            3.26
            3.27
            3.28
            3.29
            3.30
            3.31
            3.32
            3.33
            3.34
            3.35
            3.36
             4     1.92           $494,479     $15,790       $0          $0        $591,632     $0       $63,200
             5     1.41           $350,945     $34,832       $0          $0           $0        $0          $0
            5.01
            5.02
            5.03
            5.04
            5.05
  6, 7       6     1.54           $332,308     $55,849   $9,300,000      $0       26,577,863    $0          $0
            6.01
            6.02
            6.03
             7     1.15            $78,800     $8,130        $0        $4,000         $0      $20,000       $0
    5        8     1.22           $162,500     $8,490        $0        $3,720         $0        $0          $0
    8        9     3.18              $0          $0          $0          $0           $0        $0          $0
             10    1.35              $0          $0          $0          $0           $0        $0          $0
           10.01
           10.02
           10.03
           10.04
           10.05
           10.06
           10.07
           10.08
           10.09
           10.10
           10.11
           10.12
           10.13
           10.14
             11    1.37            $59,200     $19,600       $0       $81,000         $0        $0       $500,000
             12    1.45           $112,417     $6,892      $8,494      $8,494      $19,960    $19,960       $0
             13    1.18            $76,383     $24,205       $0          $0       $6,000,000  $54,729       $0
           13.01
           13.02
           13.03
           13.04
           13.05
           13.06
             14    1.56           $422,015     $19,330       $0          $0           $0        $0          $0
             15    1.46              $0          $0          $0          $0           $0        $0          $0
             16    1.37            $72,799     $11,673   $1,096,394    $8,794         $0        $0       $946,646
           16.01
           16.02
             17    1.48              $0          $0          $0          $0           $0        $0          $0
           17.01
           17.02
           17.03
           17.04
           17.05
           17.06
             18    1.96              $0          $0          $0          $0           $0        $0          $0
    9        19    1.31            $37,500     $23,646       $0          $0        $214,695     $0          $0
             20    1.67           $115,255     $8,467        $0          $0           $0        $0          $0
             21    1.17              $0          $0          $0        $3,750         $0        $0          $0
             22    1.37           $113,086       $0          $0          $0           $0        $0          $0
             23    1.26            $93,076     $18,426   $3,100,000   $28,042         $0        $0          $0
           23.01
           23.02
           23.03
           23.04
           23.05
           23.06
           23.07
             24    1.19            $73,564     $50,584    $700,000     $3,413     $1,000,000    $0          $0
           24.01
           24.02
             25    1.19              $0          $0          $0        $2,247         $0        $0          $0
             26    1.62              $0          $0          $0          $0           $0        $0          $0
           26.01
           26.02
           26.03
           26.04
             27    1.24            $23,680       $0      $1,150,000   $10,917         $0        $0          $0
   10        28    1.20              $0          $0          $0          $0           $0        $0          $0
   11        29    1.28            $12,093     $16,859       $0          $0           $0        $0          $0
           29.01
           29.02
           29.03
           29.04
           29.05
           29.06
           29.07
   12      29.08
           29.09
           29.10
           29.11
           29.12
             30    1.62              $0          $0          $0          $0           $0        $0          $0
             31    1.31            $63,856     $16,755   $1,050,034    $7,779     $5,134,020  $38,894    $34,508
   13        32    1.47              $0          $0          $0          $0           $0        $0          $0
             33    1.22            $34,206     $8,464     $115,000     $9,057      $555,392     $0       $37,500
 14, 15      34    2.39              $0          $0          $0          $0           $0        $0          $0
             35    1.30            $71,667     $2,600        $0        $5,120         $0        $0          $0
             36    1.36            $33,838     $12,754       $0          $0           $0        $0          $0
           36.01
           36.02
           36.03
           36.04
           36.05
           36.06
             37    1.35            $35,917     $11,852       $0          $0           $0        $0          $0
           37.01
           37.02
           37.03
           37.04
           37.05
    5        38    2.35              $0          $0          $0          $0           $0        $0       $95,875
             39    1.37            $51,692     $5,114        $0          $0           $0        $0          $0
             40    1.46              $0          $0      $2,100,000      $0       $2,200,000    $0          $0
             41    1.15            $39,523     $5,550        $0        $1,733         $0        $0          $0
             42    1.25            $17,993     $1,878        $0        $1,512      $478,317   $10,417       $0
             43    1.81            $48,440     $5,453        $0          $0           $0        $0       $151,600
             44    1.49            $25,638     $5,787       $848        $848          $0        $0          $0
             45    1.12            $30,000       $0          $0          $0           $0        $0      $1,100,000
             46    1.35            $15,016     $1,681        $0        $1,283      $10,417    $10,417       $0
             47    1.15            $42,211     $18,935   $1,602,942    $2,747      $544,413     $0       $212,666
             48    1.21              $0          $0          $0         $600          $0      $5,000     $17,125
             49    1.20            $32,063     $3,025        $0        $3,029         $0      $6,250        $0
   15        50    1.37            $12,736     $11,675       $0         $680          $0      $5,100        $0
             51    1.29            $63,297     $13,737   $1,000,000    $7,400         $0        $0          $0
             52    1.21            $43,955     $19,555   $1,522,798   $51,150         $0        $0          $0
           52.01
           52.02
             53    1.50            $38,299     $6,175      $6,438      $6,438      $20,833    $20,833       $0
           53.01
           53.02
           53.03
             54    1.19              $0        $4,823        $0        $2,466         $0        $0       $800,000
             55    1.30              $0          $0          $0         $517          $0      $4,306     $24,000
             56    1.18            $32,513     $15,333       $0        $1,752      $325,426   $8,761        $0
   16        57    1.55              $0          $0          $0          $0           $0        $0          $0
             58    1.13            $19,312     $3,040     $400,000     $5,990      $400,000   $2,000      $3,750
    5        59    1.57              $0          $0          $0          $0           $0        $0          $0
             60    1.33            $30,484     $2,667        $0        $1,850         $0        $0          $0
    5        61    1.22            $35,000     $2,572        $0        $2,333         $0        $0          $0
             62    1.68            $17,132     $15,836       $0          $0           $0        $0       $108,000
             63    1.45            $44,132     $2,634      $4,414      $4,414         $0        $0          $0
           63.01
           63.02
           63.03
           63.04
             64    1.24            $26,254     $2,918        $0        $2,697     $1,574,755  $13,485    $34,881
    5        65    1.57              $0          $0          $0          $0           $0        $0          $0
             66    1.62              $0          $0          $0          $0           $0        $0          $0
             67    1.23            $19,566     $4,262     $307,965     $1,258      $500,000     $0       $692,035
             68    1.34            $35,178     $8,464    $1,913,458    $6,958         $0        $0       $97,500
             69    1.40              $0          $0          $0          $0           $0        $0          $0
             70    1.37              $0          $0        $4,812      $4,812      $11,000    $11,000    $37,375
             71    1.23           $141,305     $15,217       $0        $3,822     $4,442,624  $14,331   $1,575,000
             72    1.29            $14,366     $2,425        $0        $2,950     $1,212,915    $0          $0
             73    2.03            $16,964     $4,580        $0          $0           $0        $0       $182,500
             74    1.20            $3,529       $566       $2,083      $2,083       $5,000    $5,000        $0
           74.01
           74.02
           74.03
           74.04
           74.05
           74.06
           74.07
    5        75    1.15            $14,833     $21,461    $600,000     $5,333         $0        $0          $0
             76    1.47            $8,593      $5,457        $0       $21,593         $0        $0       $120,000
             77    1.55            $3,603      $6,060     $100,000       $0           $0        $0          $0
             78    1.25            $21,874       $0       $300,000     $5,958         $0        $0          $0
 15, 17      79    1.38              $0          $0        $36,738    $36,738         $0        $0          $0
             80    1.60              $0          $0          $0          $0           $0        $0          $0
             81    2.01            $26,935     $3,685        $0          $0           $0        $0       $133,500
             82    1.58            $19,680     $11,545       $0          $0           $0        $0       $169,000
   10        83    1.24            $12,477     $4,220       $476        $476          $0        $0          $0
             84    1.41            $9,914      $3,914        $0          $0           $0        $0          $0
             85    1.32            $30,000     $3,750        $0          $0           $0        $0       $123,750
             86    1.16            $16,680     $1,780        $0        $1,648         $0      $11,127       $0
   15        87    1.16            $9,800      $2,469        $0        $1,751      $300,000   $8,333     $28,886
             88    1.28              $0          $0          $0        $2,592      $500,000   $6,479        $0
             89    1.15            $14,569     $2,564      $3,892      $3,892         $0        $0       $26,000
             90    1.13            $1,019      $3,226      $3,353      $3,353       $2,191    $2,191      $7,500
             91    1.15            $12,706     $3,874      $5,800      $5,800         $0        $0          $0
             92    2.08            $11,535     $3,946        $0          $0           $0        $0       $357,800
             93    1.14            $16,124     $2,167      $1,250      $1,250         $0        $0          $0
             94    1.33            $14,000     $2,000        $0        $2,083         $0      $10,417       $0
             95    1.18            $16,733     $2,403        $0         $497          $0      $3,000        $0
             96    1.18            $5,403       $460       $1,077      $1,077       $8,333    $8,333        $0
             97    1.19            $36,923       $0        $1,338      $1,338      $200,000     $0          $0
             98    1.25            $8,456      $2,917        $0        $2,842         $0      $4,167        $0
             99    1.34            $9,460      $8,862        $0       $31,778         $0        $0          $0
   15       100    1.23              $0         $956        $719        $719          $0        $0          $0
            101    1.21            $4,332       $840        $633        $633        $2,800    $2,800        $0
            102    1.18              $0          $0          $0          $0           $0        $0          $0
            103    1.05            $12,367     $10,378     $4,542      $2,271         $0        $0          $0
           103.01
           103.02
           103.03
           103.04
           103.05
           103.06
           103.07
            104    1.25            $14,374     $1,838      $1,036      $1,036         $0        $0          $0
            105    1.17            $8,963       $640         $0          $0           $0        $0          $0
    5       106    1.13            $11,140     $2,071        $0        $8,398         $0        $0       $61,063
            107    1.14            $16,832     $2,060      $92,600     $1,250         $0        $0       $21,000
            108    1.51            $21,004     $3,238      $3,514      $3,514         $0        $0          $0
            109    1.38            $32,504     $1,778      $2,695      $2,695         $0        $0          $0
           109.01
           109.02
           109.03
            110    1.23            $20,437     $1,272       $859        $859        $4,110    $4,110     $165,625
            111    1.33            $16,165       $0          $0          $0           $0        $0          $0
            112    1.15            $3,920      $1,640        $0         $335          $0      $1,670     $150,000
            113    1.31            $25,529     $8,213     $600,000     $6,667         $0        $0          $0
            114    1.18            $8,201       $747       $4,764      $4,764         $0        $0        $6,250
   15       115    1.20              $0         $971        $603        $603          $0        $0          $0
            116    1.80            $12,429     $6,516      $4,611      $4,611         $0        $0          $0
            117    1.28            $11,382     $2,713        $0        $1,832         $0        $0          $0
           117.01
           117.02
           117.03
            118    1.72              $0          $0          $0          $0           $0        $0          $0
    5       119    1.31            $9,284      $1,497      $3,250       $975      $1,000,000    $0          $0
            120    1.43            $7,088        $0        $21,815    $10,908         $0        $0          $0
            121    1.20            $18,472     $1,272        $0          $0           $0        $0        $9,250
            122    1.48            $15,490       $0          $0          $0           $0        $0          $0
            123    1.15            $8,812      $2,419        $0        $1,038         $0        $0          $0
            124    1.57            $4,914      $9,871        $0        $4,418         $0        $0          $0
 15, 18     125    1.24            $17,091     $2,011      $1,206      $1,206       $2,625    $2,625        $0
            126    1.51            $11,689     $1,075       $756        $756          $0        $0          $0
    5       127    1.24            $29,795     $1,101        $0        $2,195         $0        $0          $0
           127.01
           127.02
            128    1.18            $14,286     $1,794      $2,574      $2,574         $0        $0          $0
            129    1.15            $2,950       $572         $0          $0        $50,000      $0          $0
            130    1.30            $7,074      $1,649       $371        $371          $0        $0       $12,125
   19       131    3.36              $0          $0          $0          $0           $0        $0          $0
            132    1.21            $3,327      $1,977      $3,100      $3,100         $0        $0          $0
    5       133    1.57              $0          $0          $0          $0           $0        $0          $0
            134    1.45            $13,684     $1,022        $0          $0           $0        $0       $39,767
            135    1.20            $6,083      $1,521       $708        $708        $1,667    $1,667        $0
            136    2.04            $4,944      $1,062        $0          $0           $0        $0       $108,188
   20       137    1.81            $6,571      $3,197        $0          $0           $0        $0      $1,875,300
            138    1.20              $0        $2,509       $150        $150        $1,178    $1,178        $0
            139    1.45            $5,767      $1,643        $0          $0           $0        $0          $0
            140    1.17            $2,141        $0         $612        $612          $0        $0          $0
            141    1.20            $5,027       $753        $203        $203        $1,667    $1,667        $0
            142    1.40            $4,750      $2,375        $0        $3,136         $0        $0          $0
            143    1.24            $9,463      $2,168        $0        $1,020      $100,000   $3,401      $3,938
    5       144    1.25            $3,333      $1,119        $0         $494       $200,000   $2,468        $0
            145    1.15              $0          $0          $0          $0           $0        $0          $0
            146    1.82              $0          $0          $0          $0           $0        $0          $0
            147    1.31              $0          $0          $0         $658          $0      $3,291     $11,600
           147.01
           147.02
            148    1.39            $11,460     $1,148       $255        $255          $0        $0       $18,750
            149    1.37            $10,071     $1,222       $290        $290          $0        $0          $0
            150    1.15            $7,710      $1,423        $0         $771          $0      $1,799        $0
            151    1.15            $6,235        $0          $0          $0           $0        $0          $0
            152    1.76            $6,911      $1,547      $1,854      $1,854       $2,083    $2,083        $0
            153    1.42            $4,833      $2,625        $0        $6,841         $0        $0       $40,000
    9       154    1.24            $8,242       $831        $401        $401        $3,850    $3,850        $0
            155    1.36            $4,631       $886         $0        $5,761         $0        $0          $0
            156    1.45            $2,769       $840         $0          $0           $0        $0          $0
           156.01
           156.02
            157    1.62            $4,873      $1,728       $776        $776        $4,167    $4,167      $6,000
            158    1.54            $7,463      $1,149      $1,578      $1,578         $0        $0       $24,750
            159    1.50            $13,596      $754        $926        $926          $0        $0          $0
            160    1.06              $0          $0          $0          $0           $0        $0          $0
            161    1.22            $9,497       $873         $0          $0           $0        $0          $0
            162    1.42              $0          $0          $0         $163          $0        $0          $0
            163    1.39            $3,721      $1,512       $547        $547          $0        $0          $0
            164    1.40            $6,580       $846        $779        $779        $2,778    $2,778     $17,808
    9       165    1.23              $0          $0          $93        $93           $0        $0          $0
            166    1.18            $4,021       $389         $0          $0         $1,250    $1,250        $0
            167    1.43            $4,144       $646       $1,181      $1,181         $0        $0          $0
    5       168    1.27            $7,771       $962        $550        $550          $0        $0          $0
            169    1.16            $3,270      $3,814     $137,500     $1,438         $0        $0       $95,500
           169.01
           169.02
            170    1.34            $3,409      $1,228        $0        $4,294         $0        $0          $0
            171    1.36            $2,353      $1,048        $0         $592          $0        $0          $0
            172    1.69            $2,333      $2,876        $0        $6,057         $0        $0          $0
            173    1.41            $2,160       $318         $66        $66           $0        $0          $0
            174    1.17            $3,858      $1,478        $0          $0           $0        $0          $0
            175    1.16            $6,071      $1,474       $966        $966        $1,667    $1,667      $6,250
    9       176    1.22            $1,543       $398        $108        $108          $0        $0          $0
            177    1.29            $4,411      $1,646        $0        $2,043         $0        $0       $273,383
           177.01
           177.02
           177.03
            178    1.21            $2,271        $0          $0         $233          $0      $5,000     $33,688
           178.01
           178.02
           178.03
           178.04
            179    1.35            $4,671       $423        $145        $145        $1,000    $1,000        $0
            180    1.40            $2,216       $468       $2,504      $2,504         $0        $0          $0
            181    1.39            $3,549       $301         $0         $212          $0        $0          $0
            182    1.64            $4,237        $0          $0          $0           $0        $0          $0
    5       183    1.41              $0          $0         $142        $47           $0        $0          $0
   21       184    1.12              $0          $0          $0          $0           $0        $0          $0
            185    1.22            $3,517      $2,041       $276        $276          $0        $0          $0
    5       186    1.25            $4,432       $728        $296        $296          $0        $0          $0
            187    1.30            $6,372       $404         $0         $190          $0       $711         $0
            188    1.23              $0          $0          $0          $0           $0        $0          $0
            189    1.12            $5,247       $288        $183        $183          $0        $0          $0
            190    1.15            $2,582      $1,292      $2,975      $2,975         $0        $0       $112,438
   22       191    1.45            $2,888        $0          $0         $84           $0       $419         $0
            192    1.40            $7,689      $2,292        $0        $2,521         $0        $0          $0
            193    1.26            $2,728       $255        $106        $106          $0        $0          $0
            194    1.60            $6,531       $547        $514        $514          $0        $0          $0
            195    1.36            $7,427      $2,170        $0        $2,500         $0        $0          $0
            196    1.37            $1,338       $266        $258        $258          $0        $0          $0
            197    1.37              $0          $0          $0          $0           $0        $0         $625
    9       198    1.26             $784        $338         $31        $31           $0        $0          $0
            199    1.34            $1,413        $0        $5,568        $0        $14,883      $0          $0
            200    1.15              $0          $0          $0          $0           $0        $0          $0
            201    1.32            $1,057        $0        $4,724        $0        $12,311      $0          $0


                                                                                                                      UTILITIES
          CONTROL                                                                                         RELATED      PAID BY
FOOTNOTE   NUMBER                                          BORROWER NAME                                  SPONSOR      TENANT
- ------------------------------------------------------------------------------------------------------------------------------------

  2          1      100 & 200 Clarendon LLC
            1.01
            1.02
  3          2      590 Madison Avenue, LLC
 4, 5        3      GSM LI LLC, ICA LI LLC, SAF LI LLC, FED LI LLC, GSM John LLC, ICA John LLC,
                    SAF John LLC, FED John LLC, GSM 717-725 LLC, ICA 717-725 LLC, SAF 717-725 LLC,
                    FED 717-725 LLC, GSM 270-280 LLC, ICA 270-280 LLC, SAF 270-280 LLC, FED 270-280 LLC,
                    GSM 290 LLC, ICA 290 LLC, SAF 290 LLC, FED 290 LLC, GSM Spence LLC, ICA Spence LLC,
                    SAF Spence LLC, FED Spence LLC, GSM 119 LLC, ICA 119 LLC, SAF 119 LLC, FED 119 LLC
            3.01
            3.02
            3.03
            3.04
            3.05
            3.06
            3.07
            3.08
            3.09
            3.10
            3.11
            3.12
            3.13
            3.14
            3.15
            3.16
            3.17
            3.18
            3.19
            3.20
            3.21
            3.22
            3.23
            3.24
            3.25
            3.26
            3.27
            3.28
            3.29
            3.30
            3.31
            3.32
            3.33
            3.34
            3.35
            3.36
             4      667 Madison Avenue SPE, Inc.
             5      50 Charles Lindbergh Boulevard SPE LLC; 395 N. Service Road SPE LLC; 48 S. Service    R-000
                    Road SPE LLC; 58/68 S. Service Road SPE LLC
            5.01
            5.02
            5.03
            5.04
            5.05
 6, 7        6      ACP Marquis I LLC; ACP Marquis II LLC; ACP Courtland Garage LLC; ACP International
                    Garage LLC; ACP Peachtree Center LLC; ACP 161 Peachtree Center Garage LLC
            6.01
            6.02
            6.03
             7      Pickwick Properties LLC
  5          8      Stafford Data, LLC; Stafford Equity Stratford, LLC; Stafford Windsor, LLC
  8          9      Merchandise Mart L.L.C. and MTS-MM LLC
             10     900 International, LLC, 800 International, LLC, 881 Elkridge Landing, LLC, 1190
                    Winterson, LLC, 999 Corporate, LLC, 849 International, LLC, 1199 Winterson, LLC,
                    1099 Winterson, LLC, 930 International, LLC, COPT Northcreek, LLC and COPT
                    Aerotech, LLC
           10.01
           10.02
           10.03
           10.04
           10.05
           10.06
           10.07
           10.08
           10.09
           10.10
           10.11
           10.12
           10.13
           10.14
             11     Rockwood Bethesda, Inc.; BMC Hotel Borrower, LLC
             12     Plaza Office Realty I, LLC
             13     La Palma Flex, LP; Poway Flex, LP; Via Frontera, LP; SC Executive Center, LP;
                    Yorba Linda BP, LP; Gateway Corporate Center, LP; Savi Tech Center, LP
           13.01
           13.02
           13.03
           13.04
           13.05
           13.06
             14     333 Earle Ovington Boulevard SPE LLC                                                  R-000
             15     Boulevard Mall SPE, LLC
             16     Lake Marriott LLC; MSCP Orchard Park, LLC                                             R-001
           16.01                                                                                          R-001
           16.02                                                                                          R-001
             17     LTF CMBS I, LLC
           17.01
           17.02
           17.03
           17.04
           17.05
           17.06
             18     Diamondrock Waverly Owner, LLC and Diamondrock Waverly Tenant, LLC
  9          19     HCW Private Development, LLC
             20     Rex Short Hills SPE LLC                                                               R-000
             21     2045-2055 LaFayette Street, LLC                                                       R-002
             22     WSC Westchase Investors V, L.P.
             23     Buckingham RR, LLC; Buckingham EC, LLC; Buckingham CO, LLC; Buckingham CB, LLC;
                    Buckingham FA, LLC; Buckingham BG, LLC; Buckingham MR, LLC
           23.01                                                                                                   Electric
           23.02                                                                                                   Electric
           23.03                                                                                                   Electric
           23.04                                                                                                   Electric
           23.05                                                                                                   Gas/Electric
           23.06                                                                                                   Electric
           23.07                                                                                                   Gas/Electric
             24     Ronin Properties, LLC                                                                 R-005
           24.01                                                                                          R-005
           24.02                                                                                          R-005
             25     150 South First Street LLC                                                            R-002
             26     CAR MI PA L.P., CAR SON CAP CHVY L.L.C., CAR SON MAS TN II L.L.C.                     R-004
                    and CAR UNI TN GER L.L.C.
           26.01
           26.02
           26.03
           26.04
             27     Pecos-Vegas Apartments Associates, LLC                                                         Electric/Water/
                                                                                                                   Sewer/Trash
  10         28     Parcel 33 Retail, LLC                                                                 R-006
  11         29     AP LA Multifamily 12 LLC
           29.01                                                                                                   None
           29.02                                                                                                   None
           29.03                                                                                                   None
           29.04                                                                                                   None
           29.05                                                                                                   None
           29.06                                                                                                   None
           29.07                                                                                                   None
  12       29.08                                                                                                   None
           29.09                                                                                                   None
           29.10                                                                                                   Electric/Gas
           29.11                                                                                                   Electric
           29.12                                                                                                   None
             30     Car Park Lem L.P.                                                                     R-004
             31     PLB Partners, LP
  13         32     NP/SSP Baybrook, LLC
             33     Chase Merritt Sacramento I, LLC
14, 15       34     Ward Plaza-Warehouse, LLC
             35     MSCP Parmer, LP                                                                       R-001
             36     Concord Six, LLC
           36.01                                                                                                   Electric/Water/
                                                                                                                   Sewer
           36.02                                                                                                   Electric/Water/
                                                                                                                   Sewer
           36.03                                                                                                   Electric/Water/
                                                                                                                   Sewer
           36.04                                                                                                   Electric/Water/
                                                                                                                   Sewer
           36.05                                                                                                   Electric/Water/
                                                                                                                   Sewer
           36.06                                                                                                   Electric
             37     Concord Five, LLC
           37.01                                                                                                   Electric
           37.02                                                                                                   Electric/Water/
                                                                                                                   Sewer
           37.03                                                                                                   Electric
           37.04                                                                                                   Electric/Water/
                                                                                                                   Sewer
           37.05                                                                                                   Electric
  5          38     Noble 2.6, LLC, Noble 4, LLC, Noble 4.2A, LLC, Noble 4.2B, LLC, Noble 10, LLC,
                    Noble 12A, LLC, Noble 12B, LLC and Noble 51, LLC
             39     1305 Walt Whitman Road SPE LLC                                                        R-000
             40     BR Central Park Plaza LLC
             41     The Harborview Company, LLC                                                                    Electric
             42     Blackwell 1 Borrower, LLC
             43     HHLP White Plains Associates, LLC                                                     R-003
             44     Charmar, LLC
             45     Verde Pines City Center Plaza LLC
             46     Blackwell 2 Borrower, LLC
             47     2121 Ponce, L.L.L.P.
             48     Mani Brothers Portofino Plaza DE, LLC
             49     Abercorn Common LLLP                                                                  R-008
  15         50     BG Kauai Holdings, LLC
             51     TVO Arbrook Apartments, LP                                                                     Electric/Water/
                                                                                                                   Sewer/Trash
             52     Watermark Montclair Wisconsin Properties LLC
           52.01
           52.02
             53     Rubicon PTY SPE 2005-I LLC, Rubicon PTY SPE 2005-II LLC and Rubicon
                    PTY SPE 2005-III LLC
           53.01
           53.02
           53.03
             54     Coors/Central Realty, LLC
             55     Mani Brothers Piazza Del Sol DE, LLC
             56     9350 Financial IV, LLC
  16         57     KBS Midland Industrial Park, LLC
             58     Edgewood Lake Forest Property, LLC
  5          59     PMZ-Two Rivers, L.L.C., JPG-Two Rivers, L.L.C. and AI-Two Rivers, L.L.C.              R-007
             60     BVP Fulton, LLC                                                                                None
  5          61     Valley Lo Apartments LLC; MONT 506 LLC; Davenport Investments III LLC                          Gas/Water/
                                                                                                                   Electric
             62     HHLP Pleasant Hill Associates, LLC                                                    R-003
             63     Eagandale Tech Center Investors, LLC; Golden Triangle Tech Center Investors, LLC;
                    Washington Avenue Investors, LLC                                                      R-010
           63.01                                                                                          R-010
           63.02                                                                                          R-010
           63.03                                                                                          R-010
           63.04                                                                                          R-010
             64     Prestonwood Place Limited Partnership
  5          65     PMZ-Hartford, L.L.C., JPG-Hartford, L.L.C. and AI-Hartford, L.L.C.                    R-007
             66     KBS 825 University Avenue, LLC                                                        R-009
             67     Arroyo Pacific BV Properties I, LLC
             68     Villa Grande at Saticoy, LLP; 2006 Hidden Ridge, LP                                            Electric
             69     KBS Southpark Commerce Center II, LLC                                                 R-009
             70     Woodfield Corporate Center L.L.L.P.
             71     Hartford Square North, LLC
             72     ACP TBC Place Owner LLC
             73     HHLP Scottsdale Associates, LLC                                                       R-003
             74     HJM Realty LLC, Utopia Road LLC, 2 Progress Drive LLC, 203 Sheldon Road LLC
                    and 255 Sheldon Road LLC
           74.01
           74.02
           74.03
           74.04
           74.05
           74.06
           74.07
  5          75     Fairway Sailpointe, LLC; Stolz Sailpointe, LLC                                                 Electric
             76     Walton Way Hotel, LLC
             77     Kihei Kalama Partners                                                                 R-005
             78     Park at Fox Trails, L.P.                                                                       Electric/Gas/
                                                                                                                   Water/Sewer
15, 17       79     Pollin Hotels II, LLC
             80     LNT Clifton HQ LLC
             81     HHLP Bridgewater Associates, LLC                                                      R-003
             82     HHLP Pleasanton Associates, LLC                                                       R-003
  10         83     Tuileries Plaza One, LLC
             84     Shire II Associates Limited Partnership and Crossings Company Limited Partnership              Electric/Water/
                                                                                                                   Sewer
             85     DLF/GP 520 Post Oak LLC
             86     Brookwood Research Center, LLC
  15         87     TFC Linden, LLC
             88     8800 Lyra, LLC
             89     Charlotte Park I, LLC, Charlotte Park II, LLC and Charlotte Park III, LLC
             90     1900 Campus Walk L.P.
             91     3400 Club Drive Associates, LLC                                                                Electric/Water/
                                                                                                                   Sewer
             92     HHLP Gaithersburg Associates, LLC                                                     R-003
             93     Bay Glen Limited Partnership                                                                   Electric
             94     7300 East Hampton LLC
             95     Shoppes at Bellemead LLC
             96     Hillside Associates, LLC and Hillside Associates 2, LLC
             97     175 Inlaw LLC
             98     Melaver/Enterprise Mill, LLC                                                          R-008
             99     Center City Hotel Partners Limited Partnership
  15        100     Lichtin/Toringdon III, LLC                                                            R-011
            101     GSC Gateway, LP
            102     Green Valley CCI, LLC                                                                 R-006
            103     DeMiguel & Johnson II, LLC
           103.01                                                                                                  None
           103.02                                                                                                  Gas/Electric
           103.03                                                                                                  Gas/Electric
           103.04                                                                                                  Gas/Electric
           103.05                                                                                                  Gas/Electric
           103.06                                                                                                  Gas/Electric
           103.07                                                                                                  Gas/Electric
            104     CP6GC, LLC
            105     Lichtin/Trinity II, LLC                                                               R-011
  5         106     CREP Holdings LLC; Keros 4411 Holdings LLC; Schlesinger 4411 Holdings LLC
            107     BVP Allston Place, LLC                                                                         None
            108     300 Main Owner LLC
            109     7624 Boone Avenue Investors, LLC, 9401 73rd Avenue Investors, LLC and 7125
                    Northland Terrace Investors, LLC                                                      R-010
           109.01                                                                                         R-010
           109.02                                                                                         R-010
           109.03                                                                                         R-010
            110     Gordon Lawrenceville Realty Associates, L.L.C.
            111     Centerra Marketplace, Inc.
            112     Willnew Holdings, LLC
            113     2500 Guerrero Drive LLC                                                                        Electric/Water/
                                                                                                                   Sewer/Trash
            114     LinMar IV, LLC
  15        115     Lichtin/Toringdon V, LLC                                                              R-011
            116     Fair Ave. Delaware LLC and 301 W Mountain View Delaware LLC                                    Electric/Water/
                                                                                                                   Sewer/Gas
            117     Texas Lone Star Storage Centers, Ltd.
           117.01
           117.02
           117.03
            118     Give & Get LLC
  5         119     Colony Steelyard LLC; Steelyard TIC #1, LLC; Steelyard TIC #2, LLC; Steelyard
                    TIC #3, LLC; Steelyard TIC #4, LLC
            120     BPG HOTEL PARTNERS I, L.P.
            121     Fairway Market Place, LLC
            122     Holualoa Orchard Centre, LLC
            123     Sunshine Lake Estates, LLC
            124     CSP Titusville Hotel Partners, LLC                                                    R-012
15, 18      125     Tabani Woodhaven, LLC
            126     Westwood Structures, LLC
  5         127     Milner Colorado SP, LLC; Riordan Colorado SP, LLC; Malvino Colorado SP, LLC;
                    Van Schaick Colorado, LLC; Porter Colorado SP, LLC                                    R-013
           127.01                                                                                         R-013
           127.02                                                                                         R-013
            128     UBP Tempe, L.L.C.
            129     469 North Canon Drive Plaza LLC
            130     Fillmore Street Associates, LLC
  19        131     Bissell Dabbs Biggers, LLC
            132     Messy Dog, L.L.C.
  5         133     PMZ-Neenah, L.L.C., JPG-Neenah, L.L.C. and AI-Neenah, L.L.C.                          R-007
            134     Villager SQ Broomfield, LLC
            135     Frisco Plaza Investments, LLC
            136     NSP Limited Partnership
  20        137     HHLP Charlotte Associates, LLC                                                        R-003
            138     Jones Cypress Plaza L.P.
            139     MINI U Storage Chantilly Limited Partnership                                          R-014
            140     Clubhouse Development Group, LLC                                                      R-016
            141     51st & Baseline, L.L.C.
            142     CSP Carbondale Hotel Partners, LLC                                                    R-012
            143     Rushmore Chouteau, L.L.C.
  5         144     Townhouse Fulcher Center, LLC; Townhouse Kaufman Center, LLC
            145     4605 POP, LTD.
            146     Northridge Pavilion III & IV, LLC
            147     Walnut Pasadena Properties, LLC; Pinot Pasadena Properties, LLC
           147.01
           147.02
            148     Mariani Yuba City, LLC
            149     Hallock Road, LLC
            150     Chapel Ridge Second Investments, LLC
            151     Windstar Land Partners I, Ltd.                                                        R-015
            152     RI-3, LLC
            153     CH Colorado Springs Hotel Partners, LLC                                               R-012
  9         154     California Prospect Place, LLC
            155     Om Shanti Om LLC
            156     Wilgreens, LLC and Wilplaza, LLC
           156.01
           156.02
            157     11510 Georgia Avenue, LLC
            158     Rock Creek-3700 Ironwood LLC
            159     2720 Arthur Street Investors, LLC                                                     R-010
            160     Holcombe Gateway LP
            161     Mini U Storage North Brunswick Limited Partnership                                    R-014
            162     Houston ECM, LP
            163     Staverton East, LLC
            164     Centennial Square, LLC, Centennial Milner, LLC and A&I Colorado LLC
  9         165     Kent RA, LLC
            166     Toringdon Partners, LLC
            167     CDM Woodlake, LLC
  5         168     DNBC Investment, L.L.C., 3890 DNBC, L.L.C., Neuwirth DNBC, L.L.C.
                    and Sammons DNBC, L.L.C.
            169     Woodman VN Apartments, LLC and Vanowen Canoga Apartments, LLC
           169.01                                                                                                  Electric
           169.02                                                                                                  Electric
            170     Guru Krupa, LLC
            171     A+ Storage Franklin, LP
            172     CH Searcy Hotel Partners, LLC
            173     V-Land Algonquin County Line LLC                                                      R-012
            174     Alejo/Alvarez Investment Inc.
            175     Clearview Victoria, L.P
  9         176     Stock Development #37, L.L.C.                                                         R-017
            177     Sealy Fulton Buildings, LLC
           177.01
           177.02
           177.03
            178     J R Holdings Group LLC
           178.01
           178.02
           178.03
           178.04
            179     Arbrook Square Investors, LP                                                          R-015
            180     Pyramid Properties I, LLP
            181     Storquest Oakland, LLC                                                                R-013
            182     David Associates X, LLC
  5         183     1465 Terminal Way, LLC; 1475 Terminal Way, LLC and 30 Ohm Place/4900 Mill, LLC,
                    as Tenants In Common
  21        184     Town Center Group, LLC
            185     2425 East Commercial, LLC
  5         186     It's All Tre Good, LLC, 4 Z's, LLC and B Z Investments, LLC
            187     E.H.C. Parcel L, LLC
            188     Middletown Shops 1 & 2 LLC                                                            R-016
            189     Bread & Butter Properties, LLC                                                                 Electric
            190     WWG, L.P. II
  22        191     Kinara Properties, LLC                                                                R-018    Gas
            192     Eenhoorn-Pointe O'Woods L.P.
            193     NSP Baldwin Avenue, LLC
            194     MED SC 1, LLC                                                                         R-018    Electric
            195     Meadowview Apartments, L.P.
            196     972 Company, L.L.C.
            197     MW NTB-Sachse, L.P.                                                                   R-017
  9         198     Stock Aliante L.L.C.                                                                  R-019
            199     5301 Longley E, LLC
            200     SSA Office, Inc.                                                                      R-019
            201     5325 Louis Lane, LLC


                            STUDIO                     ONE                        TWO                       THREE
          CONTROL    # OF    AVG.      # OF ONE      BEDROOM      # OF TWO      BEDROOM     # OF THREE     BEDROOM     # OF FOUR
FOOTNOTE   NUMBER  STUDIOS  RENTS   BEDROOM UNITS  AVG. RENTS  BEDROOM UNITS  AVG. RENTS  BEDROOM UNITS  AVG. RENTS  BEDROOM UNITS
- ----------------------------------------------------------------------------------------------------------------------------------

    2        1
            1.01
            1.02
    3        2
  4, 5       3
            3.01
            3.02
            3.03
            3.04
            3.05
            3.06
            3.07
            3.08
            3.09
            3.10
            3.11
            3.12
            3.13
            3.14
            3.15
            3.16
            3.17
            3.18
            3.19
            3.20
            3.21
            3.22
            3.23
            3.24
            3.25
            3.26
            3.27
            3.28
            3.29
            3.30
            3.31
            3.32
            3.33
            3.34
            3.35
            3.36
             4
             5
            5.01
            5.02
            5.03
            5.04
            5.05
  6, 7       6
            6.01
            6.02
            6.03
             7
    5        8
    8        9
             10
           10.01
           10.02
           10.03
           10.04
           10.05
           10.06
           10.07
           10.08
           10.09
           10.10
           10.11
           10.12
           10.13
           10.14
             11
             12
             13
           13.01
           13.02
           13.03
           13.04
           13.05
           13.06
             14
             15
             16
           16.01
           16.02
             17
           17.01
           17.02
           17.03
           17.04
           17.05
           17.06
             18
    9        19
             20
             21
             22
             23
           23.01         0      $0            118       $783             150     $1,037               0         $0               0
           23.02         0      $0             48       $548             110       $647              30       $770               0
           23.03         0      $0             80       $588             128       $669               0         $0               0
           23.04         0      $0            176       $508              16       $643               0         $0               0
           23.05        24    $430             64       $455              42       $545              46       $740               0
           23.06         2    $250             56       $456              92       $560              32       $689               0
           23.07         0      $0             48       $535              84       $615               0         $0               0
             24
           24.01
           24.02
             25
             26
           26.01
           26.02
           26.03
           26.04
             27          0      $0            248       $768             276       $915               0         $0               0
   10        28
   11        29
           29.01        45    $950             15     $1,150               0         $0               0         $0               0
           29.02        58    $860             12     $1,125               0         $0               0         $0               0
           29.03        70    $820              0         $0               0         $0               0         $0               0
           29.04        10    $700             35       $950               0         $0               0         $0               0
           29.05        30    $950             10     $1,100               0         $0               0         $0               0
           29.06        43    $875              7     $1,100               0         $0               0         $0               0
           29.07        38    $750              7       $950               0         $0               0         $0               0
   12      29.08        29    $825              8     $1,010               0         $0               0         $0               0
           29.09        34    $869              7     $1,100               0         $0               0         $0               0
           29.10        31    $825              3     $1,000               0         $0               0         $0               0
           29.11        22    $850              5     $1,150               2     $1,375               0         $0               0
           29.12        29    $875              0         $0               0         $0               0         $0               0
             30
             31
   13        32
             33
 14, 15      34
             35
             36
           36.01        36    $615             21       $625             108       $715              36       $815               0
           36.02         0      $0             42       $590             108       $670              36       $785               0
           36.03        36    $425             42       $500              72       $600              21       $655               0
           36.04         0      $0             54       $530              54       $655               0         $0               0
           36.05         0      $0             14       $500              66       $600               8       $700               0
           36.06        14    $519             27       $560              39       $651               0         $0               0
             37
           37.01        36    $505             63       $565              96       $675              24       $805               0
           37.02         0      $0             48       $600              96       $700              48       $860               0
           37.03        36    $499             21       $470              72       $637              24       $765               0
           37.04         0      $0             63       $525              78       $625              24       $730               0
           37.05         0      $0             16       $511              80       $597              24       $643               0
    5        38
             39
             40
             41          6  $1,495             59     $1,880              35     $2,322               0         $0               0
             42
             43
             44
             45
             46
             47
             48
             49
   15        50
             51          0      $0            132       $701             132       $880             140     $1,093              40
             52
           52.01
           52.02
             53
           53.01
           53.02
           53.03
             54
             55
             56
   16        57
             58
    5        59
             60         21  $1,220             16     $1,510              37     $2,242               0         $0               0
    5        61         29  $1,185             30     $1,763              53     $2,090               0         $0               0
             62
             63
           63.01
           63.02
           63.03
           63.04
             64
    5        65
             66
             67
             68          0      $0            176       $823             150     $1,036               8     $1,400               0
             69
             70
             71
             72
             73
             74
           74.01
           74.02
           74.03
           74.04
           74.05
           74.06
           74.07
    5        75          0      $0            148       $711             108       $831               0         $0               0
             76
             77
             78          0      $0            208       $720              78     $1,082               0         $0               0
 15, 17      79
             80
             81
             82
   10        83
             84          0      $0            116       $687             108       $830              20       $999               0
             85
             86
   15        87
             88
             89
             90
             91          0      $0            150       $739             115       $819              35       $881               0
             92
             93          0      $0             51     $1,735              24     $2,097               0         $0               0
             94
             95
             96
             97
             98
             99
   15       100
            101
            102
            103
           103.01       36    $803              0         $0               0         $0               0         $0               0
           103.02        0      $0             13     $1,092               3     $1,400               1     $1,550               0
           103.03        0      $0             11     $1,064               4     $1,400               0         $0               0
           103.04        0      $0              1       $900               8     $1,450               0         $0               0
           103.05        0      $0              8     $1,000               4     $1,250               0         $0               0
           103.06        0      $0             11     $1,014               1     $1,300               0         $0               0
           103.07        0      $0              8     $1,050               0         $0               0         $0               0
            104
            105
    5       106
            107         32  $1,293             16     $1,632              12     $2,027               0         $0               0
            108
            109
           109.01
           109.02
           109.03
            110
            111
            112
            113          0      $0            128       $500             192       $662               0         $0               0
            114
   15       115
            116          0      $0              0         $0               0         $0             224       $824               0
            117
           117.01
           117.02
           117.03
            118
    5       119
            120
            121
            122
            123
            124
 15, 18     125
            126
    5       127
           127.01
           127.02
            128
            129
            130
   19       131
            132
    5       133
            134
            135
            136
   20       137
            138
            139
            140
            141
            142
            143
    5       144
            145
            146
            147
           147.01
           147.02
            148
            149
            150
            151
            152
            153
    9       154
            155
            156
           156.01
           156.02
            157
            158
            159
            160
            161
            162
            163
            164
    9       165
            166
            167
    5       168
            169
           169.01       21    $625             16       $750               7       $936               0         $0               0
           169.02        2    $750             11       $950              12     $1,250               0         $0               0
            170
            171
            172
            173
            174
            175
    9       176
            177
           177.01
           177.02
           177.03
            178
           178.01
           178.02
           178.03
           178.04
            179
            180
            181
            182
    5       183
   21       184
            185
    5       186
            187
            188
            189
            190          0      $0            107       $495              12       $742               0         $0               0
   22       191
            192          0      $0              0         $0             121       $620               0         $0               0
            193
            194
            195          0      $0             24       $575              48       $650              48       $900               0
            196
            197
    9       198
            199
            200
            201


                                                                      # OF SPONSOR                  # OF OWNER
                      FOUR                       FIVE                 OWNED UNITS     SPONSOR      OCCUPIED OR
          CONTROL    BEDROOM     # OF FIVE      BEDROOM   NUMBER OF  AVAILABLE FOR  OWNED UNITS  VACANT UNITS NOT  # OF MANUFACTURED
FOOTNOTE   NUMBER  AVG. RENTS  BEDROOM UNITS  AVG. RENTS  ELEVATORS       RENT       AVG. RENT   AVAIL. FOR RENT      HOUSING PADS
- ------------------------------------------------------------------------------------------------------------------------------------

    2        1
            1.01
            1.02
    3        2
  4, 5       3
            3.01
            3.02
            3.03
            3.04
            3.05
            3.06
            3.07
            3.08
            3.09
            3.10
            3.11
            3.12
            3.13
            3.14
            3.15
            3.16
            3.17
            3.18
            3.19
            3.20
            3.21
            3.22
            3.23
            3.24
            3.25
            3.26
            3.27
            3.28
            3.29
            3.30
            3.31
            3.32
            3.33
            3.34
            3.35
            3.36
             4
             5
            5.01
            5.02
            5.03
            5.04
            5.05
  6, 7       6
            6.01
            6.02
            6.03
             7
    5        8
    8        9
             10
           10.01
           10.02
           10.03
           10.04
           10.05
           10.06
           10.07
           10.08
           10.09
           10.10
           10.11
           10.12
           10.13
           10.14
             11
             12
             13
           13.01
           13.02
           13.03
           13.04
           13.05
           13.06
             14
             15
             16
           16.01
           16.02
             17
           17.01
           17.02
           17.03
           17.04
           17.05
           17.06
             18
    9        19
             20
             21
             22
             23
           23.01           $0              0          $0          0
           23.02           $0              0          $0          0
           23.03           $0              0          $0          0
           23.04           $0              0          $0          0
           23.05           $0              0          $0          0
           23.06           $0              0          $0          0
           23.07           $0              0          $0          0
             24
           24.01
           24.02
             25
             26
           26.01
           26.02
           26.03
           26.04
             27            $0              0          $0          0
   10        28
   11        29
           29.01           $0              0          $0          1
           29.02           $0              0          $0          1
           29.03           $0              0          $0          1
           29.04           $0              0          $0          1
           29.05           $0              0          $0          1
           29.06           $0              0          $0          1
           29.07           $0              0          $0          0
   12      29.08           $0              0          $0          1
           29.09           $0              0          $0          1
           29.10           $0              0          $0          0
           29.11           $0              0          $0          0
           29.12           $0              0          $0          0
             30
             31
   13        32
             33
 14, 15      34
             35
             36
           36.01           $0              0          $0          0
           36.02           $0              0          $0          0
           36.03           $0              0          $0          0
           36.04           $0              0          $0          0
           36.05           $0              0          $0          0
           36.06           $0              0          $0          0
             37
           37.01           $0              0          $0          0
           37.02           $0              0          $0          0
           37.03           $0              0          $0          0
           37.04           $0              0          $0          0
           37.05           $0              0          $0          0
    5        38
             39
             40
             41            $0              0          $0          0
             42
             43
             44
             45
             46
             47
             48
             49
   15        50
             51        $1,275              0          $0          0
             52
           52.01
           52.02
             53
           53.01
           53.02
           53.03
             54
             55
             56
   16        57
             58
    5        59
             60            $0              0          $0          0
    5        61            $0              0          $0          0
             62
             63
           63.01
           63.02
           63.03
           63.04
             64
    5        65
             66
             67
             68            $0              0          $0          0
             69
             70
             71
             72
             73
             74
           74.01
           74.02
           74.03
           74.04
           74.05
           74.06
           74.07
    5        75            $0              0          $0          0
             76
             77
             78            $0              0          $0          0
 15, 17      79
             80
             81
             82
   10        83
             84            $0              0          $0          0
             85
             86
   15        87
             88
             89
             90
             91            $0              0          $0          0
             92
             93            $0              0          $0          0
             94
             95
             96
             97
             98
             99
   15       100
            101
            102
            103
           103.01          $0              0          $0          0
           103.02          $0              0          $0          0
           103.03          $0              0          $0          0
           103.04          $0              0          $0          0
           103.05          $0              0          $0          0
           103.06          $0              0          $0          0
           103.07          $0              0          $0          0
            104
            105
    5       106
            107            $0              0          $0          0
            108
            109
           109.01
           109.02
           109.03
            110
            111
            112
            113            $0              0          $0          0
            114
   15       115
            116            $0              0          $0          0
            117
           117.01
           117.02
           117.03
            118
    5       119
            120
            121
            122
            123                                                   0                                                              249
            124
 15, 18     125
            126
    5       127
           127.01
           127.02
            128
            129
            130
   19       131
            132
    5       133
            134
            135
            136
   20       137
            138
            139
            140
            141
            142
            143
    5       144
            145
            146
            147
           147.01
           147.02
            148
            149
            150
            151
            152
            153
    9       154
            155
            156
           156.01
           156.02
            157
            158
            159
            160
            161
            162
            163
            164
    9       165
            166
            167
    5       168
            169
           169.01          $0              0          $0          0
           169.02          $0              0          $0          0
            170
            171
            172
            173
            174
            175
    9       176
            177
           177.01
           177.02
           177.03
            178
           178.01
           178.02
           178.03
           178.04
            179
            180
            181
            182
    5       183
   21       184
            185
    5       186
            187
            188
            189
            190            $0              0          $0          2
   22       191
            192            $0              0          $0          0
            193
            194
            195            $0              0          $0          0
            196
            197
    9       198
            199
            200
            201


                                                   TOTAL GROSS                      TOTAL GROSS INCOME
          CONTROL                   TOTAL GROSS   INCOME OF MH  TOTAL GROSS INCOME      RETAIL AND      LOAN
FOOTNOTE   NUMBER  AVG. PAD RENT  INCOME OF PARK    PADS ONLY    FROM ALL SOURCES    COMMERCIAL ONLY    GROUP
- -------------------------------------------------------------------------------------------------------------

    2        1                                                                                            1
            1.01                                                                                          1
            1.02                                                                                          1
    3        2                                                                                            1
  4, 5       3                                                                                            1
            3.01                                                                                          1
            3.02                                                                                          1
            3.03                                                                                          1
            3.04                                                                                          1
            3.05                                                                                          1
            3.06                                                                                          1
            3.07                                                                                          1
            3.08                                                                                          1
            3.09                                                                                          1
            3.10                                                                                          1
            3.11                                                                                          1
            3.12                                                                                          1
            3.13                                                                                          1
            3.14                                                                                          1
            3.15                                                                                          1
            3.16                                                                                          1
            3.17                                                                                          1
            3.18                                                                                          1
            3.19                                                                                          1
            3.20                                                                                          1
            3.21                                                                                          1
            3.22                                                                                          1
            3.23                                                                                          1
            3.24                                                                                          1
            3.25                                                                                          1
            3.26                                                                                          1
            3.27                                                                                          1
            3.28                                                                                          1
            3.29                                                                                          1
            3.30                                                                                          1
            3.31                                                                                          1
            3.32                                                                                          1
            3.33                                                                                          1
            3.34                                                                                          1
            3.35                                                                                          1
            3.36                                                                                          1
             4                                                                                            1
             5                                                                                            1
            5.01                                                                                          1
            5.02                                                                                          1
            5.03                                                                                          1
            5.04                                                                                          1
            5.05                                                                                          1
  6, 7       6                                                                                            1
            6.01                                                                                          1
            6.02                                                                                          1
            6.03                                                                                          1
             7                                                                                            1
    5        8                                                                                            1
    8        9                                                                                            1
             10                                                                                           1
           10.01                                                                                          1
           10.02                                                                                          1
           10.03                                                                                          1
           10.04                                                                                          1
           10.05                                                                                          1
           10.06                                                                                          1
           10.07                                                                                          1
           10.08                                                                                          1
           10.09                                                                                          1
           10.10                                                                                          1
           10.11                                                                                          1
           10.12                                                                                          1
           10.13                                                                                          1
           10.14                                                                                          1
             11                                                                                           1
             12                                                                                           1
             13                                                                                           1
           13.01                                                                                          1
           13.02                                                                                          1
           13.03                                                                                          1
           13.04                                                                                          1
           13.05                                                                                          1
           13.06                                                                                          1
             14                                                                                           1
             15                                                                                           1
             16                                                                                           1
           16.01                                                                                          1
           16.02                                                                                          1
             17                                                                                           1
           17.01                                                                                          1
           17.02                                                                                          1
           17.03                                                                                          1
           17.04                                                                                          1
           17.05                                                                                          1
           17.06                                                                                          1
             18                                                                                           1
    9        19                                                                                           1
             20                                                                                           1
             21                                                                                           1
             22                                                                                           1
             23                                                                                           2
           23.01                                                                                          2
           23.02                                                                                          2
           23.03                                                                                          2
           23.04                                                                                          2
           23.05                                                                                          2
           23.06                                                                                          2
           23.07                                                                                          2
             24                                                                                           1
           24.01                                                                                          1
           24.02                                                                                          1
             25                                                                                           1
             26                                                                                           1
           26.01                                                                                          1
           26.02                                                                                          1
           26.03                                                                                          1
           26.04                                                                                          1
             27                                                                                           2
   10        28                                                                                           1
   11        29                                                                                           2
           29.01                                                                                          2
           29.02                                                                                          2
           29.03                                                                                          2
           29.04                                                                                          2
           29.05                                                                                          2
           29.06                                                                                          2
           29.07                                                                                          2
   12      29.08                                                         $469,380              $85,020    2
           29.09                                                                                          2
           29.10                                                                                          2
           29.11                                                                                          2
           29.12                                                                                          2
             30                                                                                           1
             31                                                                                           1
   13        32                                                                                           1
             33                                                                                           1
 14, 15      34                                                                                           1
             35                                                                                           1
             36                                                                                           2
           36.01                                                                                          2
           36.02                                                                                          2
           36.03                                                                                          2
           36.04                                                                                          2
           36.05                                                                                          2
           36.06                                                                                          2
             37                                                                                           2
           37.01                                                                                          2
           37.02                                                                                          2
           37.03                                                                                          2
           37.04                                                                                          2
           37.05                                                                                          2
    5        38                                                                                           1
             39                                                                                           1
             40                                                                                           1
             41                                                        $3,725,804             $189,066    2
             42                                                                                           1
             43                                                                                           1
             44                                                                                           1
             45                                                                                           1
             46                                                                                           1
             47                                                                                           1
             48                                                                                           1
             49                                                                                           1
   15        50                                                                                           1
             51                                                                                           2
             52                                                                                           1
           52.01                                                                                          1
           52.02                                                                                          1
             53                                                                                           1
           53.01                                                                                          1
           53.02                                                                                          1
           53.03                                                                                          1
             54                                                                                           1
             55                                                                                           1
             56                                                                                           1
   16        57                                                                                           1
             58                                                                                           1
    5        59                                                                                           1
             60                                                        $2,635,753             $250,189    2
    5        61                                                                                           2
             62                                                                                           1
             63                                                                                           1
           63.01                                                                                          1
           63.02                                                                                          1
           63.03                                                                                          1
           63.04                                                                                          1
             64                                                                                           1
    5        65                                                                                           1
             66                                                                                           1
             67                                                                                           1
             68                                                                                           2
             69                                                                                           1
             70                                                                                           1
             71                                                                                           1
             72                                                                                           1
             73                                                                                           1
             74                                                                                           1
           74.01                                                                                          1
           74.02                                                                                          1
           74.03                                                                                          1
           74.04                                                                                          1
           74.05                                                                                          1
           74.06                                                                                          1
           74.07                                                                                          1
    5        75                                                                                           2
             76                                                                                           1
             77                                                                                           1
             78                                                                                           2
 15, 17      79                                                                                           1
             80                                                                                           1
             81                                                                                           1
             82                                                                                           1
   10        83                                                                                           1
             84                                                                                           2
             85                                                                                           1
             86                                                                                           1
   15        87                                                                                           1
             88                                                                                           1
             89                                                                                           1
             90                                                                                           1
             91                                                                                           2
             92                                                                                           1
             93                                                                                           2
             94                                                                                           1
             95                                                                                           1
             96                                                                                           1
             97                                                                                           1
             98                                                                                           1
             99                                                                                           1
   15       100                                                                                           1
            101                                                                                           1
            102                                                                                           1
            103                                                                                           2
           103.01                                                                                         2
           103.02                                                                                         2
           103.03                                                                                         2
           103.04                                                                                         2
           103.05                                                                                         2
           103.06                                                                                         2
           103.07                                                                                         2
            104                                                                                           1
            105                                                                                           1
    5       106                                                                                           1
            107                                                        $1,500,542             $161,017    2
            108                                                                                           1
            109                                                                                           1
           109.01                                                                                         1
           109.02                                                                                         1
           109.03                                                                                         1
            110                                                                                           1
            111                                                                                           1
            112                                                                                           1
            113                                                                                           2
            114                                                                                           1
   15       115                                                                                           1
            116                                                                                           2
            117                                                                                           1
           117.01                                                                                         1
           117.02                                                                                         1
           117.03                                                                                         1
            118                                                                                           1
    5       119                                                                                           1
            120                                                                                           1
            121                                                                                           1
            122                                                                                           1
            123             $360      $1,195,110    $1,075,438                                            2
            124                                                                                           1
 15, 18     125                                                                                           1
            126                                                                                           1
    5       127                                                                                           1
           127.01                                                                                         1
           127.02                                                                                         1
            128                                                                                           1
            129                                                                                           1
            130                                                                                           1
   19       131                                                                                           1
            132                                                                                           1
    5       133                                                                                           1
            134                                                                                           1
            135                                                                                           1
            136                                                                                           1
   20       137                                                                                           1
            138                                                                                           1
            139                                                                                           1
            140                                                                                           1
            141                                                                                           1
            142                                                                                           1
            143                                                                                           1
    5       144                                                                                           1
            145                                                                                           1
            146                                                                                           1
            147                                                                                           1
           147.01                                                                                         1
           147.02                                                                                         1
            148                                                                                           1
            149                                                                                           1
            150                                                                                           1
            151                                                                                           1
            152                                                                                           1
            153                                                                                           1
    9       154                                                                                           1
            155                                                                                           1
            156                                                                                           1
           156.01                                                                                         1
           156.02                                                                                         1
            157                                                                                           1
            158                                                                                           1
            159                                                                                           1
            160                                                                                           1
            161                                                                                           1
            162                                                                                           1
            163                                                                                           1
            164                                                                                           1
    9       165                                                                                           1
            166                                                                                           1
            167                                                                                           1
    5       168                                                                                           1
            169                                                                                           2
           169.01                                                                                         2
           169.02                                                                                         2
            170                                                                                           1
            171                                                                                           1
            172                                                                                           1
            173                                                                                           1
            174                                                                                           1
            175                                                                                           1
    9       176                                                                                           1
            177                                                                                           1
           177.01                                                                                         1
           177.02                                                                                         1
           177.03                                                                                         1
            178                                                                                           1
           178.01                                                                                         1
           178.02                                                                                         1
           178.03                                                                                         1
           178.04                                                                                         1
            179                                                                                           1
            180                                                                                           1
            181                                                                                           1
            182                                                                                           1
    5       183                                                                                           1
   21       184                                                                                           1
            185                                                                                           1
    5       186                                                                                           1
            187                                                                                           1
            188                                                                                           1
            189                                                                                           1
            190                                                                                           2
   22       191                                                                                           1
            192                                                                                           2
            193                                                                                           1
            194                                                                                           1
            195                                                                                           2
            196                                                                                           1
            197                                                                                           1
    9       198                                                                                           1
            199                                                                                           1
            200                                                                                           1
            201                                                                                           1


- ----------
1    The Open Period is inclusive of the Maturity Date.

2    Square footage and occupancy numbers do not include the 2,013 parking
     spaces contained in the Garage at Clarendon.

3    Default is the later of the 6th or the second business day after receipt of
     written notice from the servicer that the payment is delinquent.

4    The Appraisal Value reflects an overall portfolio valuation which is
     greater than the sum of the individual property appraised values which are
     detailed herein.

5    Borrowing entity utilizes a tenant-in-common structure.

6    The cut off date loan-to-value ratio was calculated by adding the combined
     amounts of the initial debt service reserve, capital expenditures reserve,
     tenant improvement and leasing commission and capital improvement and debt
     service reserves totaling approximately $44.48 million, to the appraised
     value of the mortgaged property. Not adding the reserves to the appraised
     value of the property, the cut-off date loan-to-value ratio for the
     Peachtree Center mortgage loan would be 93.6%.

7    The loan documents permit the borrower to prepay the mortgage loan up to
     $75,000,000 at any time during the term of the mortgage loan with the
     payment of prepayment consideration equal to the greater of (x) 1% of the
     outstanding principal amount being prepaid and (y) the yield maintenance
     charge and to defease (in whole or in part) the remaining balance of the
     mortgage loan only after the lock-out period.

8    For the purpose of calculating underwritten debt service coverage ratios,
     loan-to-value ratios and loan per square foot/unit, the cutoff date
     principal balance for each mortgage loan in a split loan structure includes
     the cut-off date principal balance of the pari passu mortgage loan in the
     trust plus the cut-off date principal balance of any pari passu mortgage
     that is not in the trust.

9    The Cut-off Date LTV and Scheduled Maturity Date LTV is calculated
     utilizing the stabilized Appraisal Value as the mortgaged properties have
     fulfilled their respective stabilization conditions.

10   The Cut-Off Date LTV, DSCR and loan per square foot/unit figures for these
     loans are net of the earnout amount. The Scheduled Maturity Date LTV is
     calculated utilizing the stabilized appraised value as applicable.

11   The debt-service coverage ratio was calculated assuming (1) (a) the
     in-place base rents as per the rent rolls, dated October 2006 - December
     2006, increase annually by 3% over the current contract rent (b) 4%
     vacancy, (c) 4% management fee and (d) $250 in capital reserves per unit,
     (2) 10% of the units are renovated and re-let annually at market rates, (3)
     in each case discounted to present value based on a discount rate of 8%
     over the life of the mortgage loan. The portfolio weighted average market
     rate assumed per unit was $882 with 0% growth projected. The debt-service
     coverage as of the Cut-off Date based on in-place base rents as per the
     rent rolls dated October 2006 - December 2006 is 0.81x. The Cut-off Date
     LTV is calculated net of the $11.6MM Capital Improvements Reserve, without
     this adjustment, the Cut-off Date LTV is 103.8%.

12   The mortgaged property has seven commercial units that are included in the
     total unit count and the occupancy percentage.

13   Circuit City and Linens N Things have both executed leases, but are not
     currently paying rent and are not expected to take occupancy until July
     2007 and February 2008 respectively.

14   Of the 159,126 sf, 116,035 is retail space and the remaining 43,091 is
     office space.

15   For the purpose of calculating underwritten debt service coverage ratios,
     loan-to-value ratios and loan per square foot/unit, the cutoff date
     principal balance for each mortgage loan in a split loan structure excludes
     the cut-off date principal balance of any subordinate mortgage loan in that
     split loan structure.

16   The interest rate equals 5.755% through 1/5/09 and equals 5.855% from
     1/6/09 and thereafter. Information with respect to the interest rates on
     the mortgage loan (including without limitation for purposes of calculating
     the weighted average mortgage interest rate and debt service coverage
     ratios) is presented in this term sheet as if the mortgage loan pays at its
     highest interest rate throughout the life of such mortgage loan (5.855%).

17   The Cut-off Date LTV and Scheduled Maturity Date LTV is calculated
     utilizing the stabilized Appraisal Value assuming fulfillment of the
     stabilization conditions, including the completion of an ongoing PIP
     renovation (expected November 1, 2007). The Cut-off Date LTV utilizing the
     as is appraisal value is 82.6%.

18   All reserves are estimated and final reserve amounts will be determined at
     loan closing.

19   Charlotte-Mecklenburg Hospital Authority has executed a lease, but is not
     currently paying rent and is not expected to take occupancy until January
     2008.

20   The Cut-off Date LTV and Scheduled Maturity Date LTV is calculated
     utilizing the stabilized Appraisal Value assuming fulfillment of the
     stabilization conditions, including completion of renovations, which are
     expected to be completed in April 2007. The Cut-off Date LTV utilizing the
     as is appraisal value is 83.3%.

21   The developer of the mortgaged property, St. John's Town Center, LLC has
     the right to purchase the mortgaged property if the borrower ceases to
     operate for business for more than 180 consecutive days. The borrower has
     the right to defease the mortgaged property after a lockout period of
     either four years from origination or two years after securitization.
     However, if the developer exercises its purchase option prior to the
     defeasance lockout period, then the borrower has the right to prepay the
     mortgage loan with the payment of prepayment consideration equal to the
     greater of the yield maintenance premium that would be due in connection
     with a defeasance or 1% of the unpaid principal balance.

22   The mortgaged property is leased to a single tenant affiliated with the
     borrower, whose lease expires on December 31, 2026 (after the maturity date
     of that mortgage loan).



                                     ANNEX B

                      STRUCTURAL AND COLLATERAL TERM SHEET


                                       B-1




                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                                       GG9

                      Structural and Collateral Term Sheet
                          $6,107,389,000 (approximate)

                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.,
                                  AS DEPOSITOR

         COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-GG9

                       Commercial Mortgage Trust 2007-GG9
                                 Issuing Entity

                   Greenwich Capital Financial Products, Inc.
                         Goldman Sachs Mortgage Company
                                    Sponsors

                      Wachovia Bank, National Association
                                 Master Servicer

                               LNR Partners, Inc.
                                Special Servicer

                                February 12, 2007

      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File No.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

     IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS

      Any legends, disclaimers or other notices that may appear at the bottom of
the email communication to which this free writing prospectus is attached
relating to (1) these materials not constituting an offer (or a solicitation of
an offer), (2) no representation that these materials are accurate or complete
and may not be updated or (3) these materials possibly being confidential are
not applicable to these materials and should be disregarded. Such legends,
disclaimers or other notices have been automatically generated as a result of
these materials having been sent via Bloomberg or another system.

GOLDMAN, SACHS & CO.                                [LOGO] RBS GREENWICH CAPITAL

                          Co-Lead Bookrunning Managers
Banc of America Securities LLC                                     Credit Suisse
Morgan Stanley                                               Wachovia Securities




GCCFC 2007-GG9

STRUCTURAL OVERVIEW
- --------------------------------------------------------------------------------

                                                     OFFERED CERTIFICATES



                                                   APPROX.   APPROX. % OF  WEIGHTED                 ASSUMED FINAL
                                  CERTIFICATE      CREDIT    CUT-OFF DATE  AVERAGE     PRINCIPAL       PAYMENT
 CLASS     S&P   MOODY'S  FITCH     BALANCE      SUPPORT(1)    BALANCE     LIFE(2)     WINDOW(2)       Date(2)      RATE TYPE
- ------------------------------------------------------------------------------------------------------------------------------

 A-1(3)    AAA     Aaa     AAA      $84,000,000    30.000%       1.277%     3.19     04/07 - 10/11   October 2011      (8)
- ------------------------------------------------------------------------------------------------------------------------------
 A-2(3)    AAA     Aaa     AAA   $1,180,078,000    30.000%      17.945%     4.92     10/11 - 07/12    July 2012        (8)
- ------------------------------------------------------------------------------------------------------------------------------
 A-3(3)    AAA     Aaa     AAA      $85,985,000    30.000%       1.308%     6.87     11/13 - 03/14    March 2014       (8)
- ------------------------------------------------------------------------------------------------------------------------------
 A-AB(3)   AAA     Aaa     AAA      $88,000,000    30.000%       1.338%     7.54     07/12 - 09/16  September 2016     (8)
- ------------------------------------------------------------------------------------------------------------------------------
 A-4(3)    AAA     Aaa     AAA   $2,671,598,000    30.000%      40.627%     9.77     09/16 - 01/17   January 2017      (8)
- ------------------------------------------------------------------------------------------------------------------------------
A-1-A(3)   AAA     Aaa     AAA     $493,485,000    30.000%       7.504%     7.99     12/09 - 01/17   January 2017      (8)
- ------------------------------------------------------------------------------------------------------------------------------
   A-M     AAA     Aaa     AAA     $657,593,000    20.000%      10.000%     9.91     01/17 - 02/17  February 2017      (8)
- ------------------------------------------------------------------------------------------------------------------------------
   A-J     AAA     Aaa     AAA     $575,393,000    11.250%       8.750%     9.92     02/17 - 02/17  February 2017      (8)
- ------------------------------------------------------------------------------------------------------------------------------
    B      AA+     Aa1     AA+      $32,880,000    10.750%       0.500%     9.92     02/17 - 02/17  February 2017      (8)
- ------------------------------------------------------------------------------------------------------------------------------
    C       AA     Aa2     AA       $98,638,000     9.250%       1.500%     9.92     02/17 - 02/17  February 2017      (8)
- ------------------------------------------------------------------------------------------------------------------------------
    D      AA-     Aa3     AA-      $41,100,000     8.625%       0.625%     9.92     02/17 - 02/17  February 2017      (8)
- ------------------------------------------------------------------------------------------------------------------------------
    E       A+     A1      A+       $41,099,000     8.000%       0.625%     9.92     02/17 - 02/17  February 2017      (8)
- ------------------------------------------------------------------------------------------------------------------------------
    F       A      A2       A       $57,540,000     7.125%       0.875%     9.92     02/17 - 02/17  February 2017      (8)
==============================================================================================================================


                                                     NON-OFFERED CERTIFICATES



                                                    APPROX.    APPROX. % OF  WEIGHTED
                                      CERTIFICATE    CREDIT    CUT-OFF DATE  AVERAGE     PRINCIPAL     ASSUMED FINAL
  CLASS       S&P  MOODY'S  FITCH      BALANCE     SUPPORT(1)    BALANCE     LIFE(2)     WINDOW(2)    PAYMENT DATE(2)   RATE TYPE
- -----------------------------------------------------------------------------------------------------------------------------------

A-MFL(4)(5)                                                                                                            Floating(7)
- -----------------------------------------------------------------------------------------------------------------------------------
A-JFL(4)(5)                                                                                                            Floating(7)
- -----------------------------------------------------------------------------------------------------------------------------------
   G(5)       A-    A3       A-       $57,539,000   6.250%        0.875%     9.92      02/17 - 02/17  February 2017        (8)
- -----------------------------------------------------------------------------------------------------------------------------------
   H(5)      BBB+  Baa1     BBB+      $82,199,000   5.000%        1.250%     9.92      02/17 - 02/17  February 2017        (8)
- -----------------------------------------------------------------------------------------------------------------------------------
   J(5)      BBB   Baa2     BBB       $65,759,000   4.000%        1.000%     9.92      02/17 - 02/17  February 2017        (8)
- -----------------------------------------------------------------------------------------------------------------------------------
   K(5)      BBB-  Baa3     BBB-      $65,760,000   3.000%        1.000%     9.92      02/17 - 02/17  February 2017        (8)
- -----------------------------------------------------------------------------------------------------------------------------------
   L(5)      BB+    Ba1     BB+       $32,879,000   2.500%        0.500%     9.92      02/17 - 02/17  February 2017        (8)
- -----------------------------------------------------------------------------------------------------------------------------------
   M(5)       BB    Ba2      BB       $16,440,000   2.250%        0.250%     9.92      02/17 - 02/17  February 2017        (8)
- -----------------------------------------------------------------------------------------------------------------------------------
   N(5)      BB-    Ba3     BB-       $24,660,000   1.875%        0.375%     9.92      02/17 - 02/17  February 2017        (8)
- -----------------------------------------------------------------------------------------------------------------------------------
   O(5)       B+    B1       B+       $16,440,000   1.625%        0.250%     9.92      02/17 - 02/17  February 2017        (8)
- -----------------------------------------------------------------------------------------------------------------------------------
   P(5)       B     B2       B        $16,439,000   1.375%        0.250%     9.96      02/17 - 03/17  March 2017           (8)
- -----------------------------------------------------------------------------------------------------------------------------------
   Q(5)       B-    B3       B-        $8,220,000   1.250%        0.125%     10.01     03/17 - 03/17  March 2017           (8)
- -----------------------------------------------------------------------------------------------------------------------------------
   S(5)       NR    NR       NR       $82,199,863   0.000%        1.250%     10.01     03/17 - 12/18  December 2018        (8)
- -----------------------------------------------------------------------------------------------------------------------------------
 XP(5)(6)    AAA    Aaa     AAA                 $                                                                      Variable IO
- -----------------------------------------------------------------------------------------------------------------------------------
 XC(5)(6)    AAA    Aaa     AAA    $6,575,923,863                                                                      Variable IO
===================================================================================================================================


_______________________
(1)   The credit support for the class A-1, class A-2, class A-3, class A-AB,
      class A-1-A and class A-4 certificates is expressed in the aggregate.

(2)   As of the cut-off date, the weighted average life, principal window and
      assumed final payment date were calculated assuming no prepayments will be
      made on the mortgage loans prior to their related maturity dates and the
      other assumptions set forth under "Yield and Maturity
      Considerations--Yield Considerations" in the prospectus supplement.

(3)   For purposes of making distributions on the class A-1, class A-2, class
      A-3, class A-AB, class A-4 and class A-1-A certificates, the pool of
      mortgage loans will be deemed to consist of two distinct sub-pools,
      sub-pool 1 and sub-pool 2. Sub-pool 1 will consist of 177 mortgage loans,
      representing approximately 92.5% of the initial mortgage pool balance and
      includes all mortgage loans other than the mortgage loans secured by
      multifamily and manufactured housing properties. Sub-pool 2 will consist
      of 24 mortgage loans, representing approximately 7.5% of the initial
      mortgage pool balance and includes all of the mortgage loans that are
      secured by multifamily and manufactured housing properties.

(4)   The class A-MFL certificates will represent interests in a grantor trust,
      the assets of which will include, among other things, an uncertificated
      REMIC regular interest designated as the class A-MFL REMIC II regular
      interest and an interest rate swap agreement. The class A-JFL certificates
      will represent interests in a grantor trust, the assets of which will
      include, among other things, an uncertificated REMIC regular interest
      designated as the class A-JFL REMIC II regular interest and an interest
      rate swap agreement. The class A-MFL certificates and class A-JFL
      certificates will be entitled to receive payments distributed to the
      related REMIC II regular interest subject to payments under the related
      swap agreements.

(5)   Not offered hereby. Any information provided herein regarding the terms of
      these certificates is provided only to enhance your understanding of the
      offered certificates.

(6)   The class XP and class XC certificates will not have a principal balance
      and are sometimes referred to collectively as the interest-only
      certificates. For purposes of calculating the amount of accrued interest,
      each of the interest-only certificates will have a notional amount. The
      notional amount of each of the interest-only certificates is described in
      the prospectus supplement. The interest rate applicable to each component
      of the class XP and class XC certificates for each payment date will be as
      specified in the prospectus supplement.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                          -2-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9

STRUCTURAL OVERVIEW
- --------------------------------------------------------------------------------

(7)   The pass-through rates of the class A-MFL and class A-JFL certificates are
      variable. However, if at any time the related swap agreements are
      terminated, (i) the pass-through rate applicable to the class A-MFL
      certificates may convert to the pass-through rate of the corresponding
      class A-MFL REMIC II regular interest and (ii) the pass-through rate
      applicable to the class A-JFL certificates may convert to a fixed rate
      equal to the pass-through rate of the corresponding class A-JFL REMIC II
      regular interest.

(8)   For any payment date, the pass-through rates on the class A-1, class A-2,
      class A-3, class A-AB, class A-4, class A-1-A, class A-M, class A-J, class
      B, class C, class D, class E, class F, class G, class H, class J, class K,
      class L, class M, class N, class O, class P, class Q and class S
      certificates will equal one of (i) a fixed rate, (ii) the weighted average
      of the net interest rates on the mortgage loans (in each case, adjusted if
      necessary to accrue on the basis of a 360-day year consisting of twelve
      30-day months and amounts transferred into or out of the interest reserve
      account) as of their respective due dates in the month preceding the month
      in which the related payment date occurs, (iii) a rate equal to the lesser
      of a specified pass-through rate and the weighted average rate specified
      in clause (ii) or (iv) the weighted average rate specified in clause (ii)
      less a specified percentage.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                          -3-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9

MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------

GENERAL CHARACTERISTICS(1)



                                                                           TOTAL POOL        SUB-POOL 1        SUB-POOL 2
                                                                         --------------    --------------    -------------

Initial mortgage pool balance .........................................  $6,575,923,864    $6,082,438,864    $ 493,485,000
Number of mortgage loans ..............................................             201               177               24
Number of mortgaged properties ........................................             328               271               57
Percentage of investment grade shadow rated loans(2) ..................            10.2%             11.1%             0.0%
Percentage of pari passu loans ........................................             2.7%              2.9%             0.0%
Weighted average underwritten debt-service-coverage ratio(3)(4)(5)(6) .           1.54x             1.56x            1.27x
Maximum underwritten debt-service-coverage ratio(3)(4)(5)(6) ..........           3.36x             3.36x            1.80x
Minimum underwritten debt-service-coverage ratio(3)(4)(5)(6) ..........           1.05x             1.06x            1.05x
Weighted average cut-off date loan-to-value ratio(3)(4)(6) ............            66.4%             65.7%            75.5%
Maximum cut-off date loan-to-value ratio(3)(4) ........................            83.1%             83.1%            81.1%
Minimum cut-off date loan-to-value ratio(3)(4) ........................            26.9%             26.9%            50.0%
Average cut-off date principal balance ................................  $   32,716,039    $   34,364,061    $  20,561,875
Maximum cut-off date principal balance ................................  $  640,500,000    $  640,500,000    $  63,250,000
Minimum cut-off date principal balance ................................  $    1,295,000    $    1,295,000    $   2,700,000
Weighted average mortgage interest rate(5) ............................           5.795%            5.782%           5.955%
Maximum mortgage interest rate ........................................           6.847%            6.847%           6.800%
Minimum mortgage interest rate ........................................           5.410%            5.410%           5.480%
Percentage of initial pool balance of mortgage loans secured by
   mortgaged real properties occupied by a single tenant
   (certain of such single tenants may have one or more sub-tenants
   at such properties) ................................................             9.7%             10.5%             N/A


_______________________
(1)   Unless otherwise noted, the initial mortgage pool balance and all other
      financial and statistical information provided in this term sheet include
      the mortgage loans in the trust that are part of a split loan structure
      and secured by the Merchandise Mart property, the Victoria Ward Warehouse
      & Plaza property, the Poipu Shopping Village property, the Sheraton
      Portland property, the Linden Park property, the Toringdon III property,
      the Toringdon V property and the Woodhaven property (representing
      approximately 2.7%, 0.6%, 0.4%, 0.2%, 0.2%, 0.2%, 0.2% and 0.1%,
      respectively, of the initial mortgage pool balance and 2.9%, 0.7%, 0.5%,
      0.3%, 0.2%, 0.2%, 0.2% and 0.1%, respectively, of the initial sub-pool 1
      balance) but do not include the related pari passu mortgage loans or
      subordinate mortgage loans that are outside the trust. If any of the
      mortgage loans is secured by multiple properties, a portion of the
      principal balance of that mortgage has been allocated to each of those
      properties as set forth in Annex A to the prospectus supplement. All
      percentages of initial mortgage pool balances herein are based on
      allocated loan amounts with respect to mortgage loans secured by multiple
      properties.

(2)   590 Madison Avenue, Merchandise Mart, Boulevard Mall and Victoria Ward
      Warehouse & Plaza are each an investment grade loan. With respect to 590
      Madison Avenue, Merchandise Mart and Victoria Ward Warehouse & Plaza,
      Moody's, Fitch and S&P have confirmed, and with respect to Boulevard Mall,
      Fitch only has confirmed, that each of these loans, in the context of its
      inclusion in the trust, has credit characteristics consistent with that of
      an obligation rated investment grade.

(3)   For the purpose of calculating underwritten debt-service-coverage ratios
      and loan-to-value ratios in this term sheet, the cut-off date principal
      balance for each mortgage loan in a split loan structure (x) includes the
      cut-off date principal balance of the pari passu mortgage loan in the
      trust plus the cut-off date principal balance of any pari passu mortgage
      loan that is outside the trust if those pari passu loans have been funded,
      and (y) excludes the cut-off date principal balance of any subordinate
      mortgage loan in that split loan structure.

(4)   With respect to the following mortgage loans, these calculations exclude
      earnouts or other reserves in the following amounts: The District II
      ($16,750,000) and Tuileries Plaza Phase I ($1,050,000). Not reducing the
      financing by the related earnout amounts, the cut-off date loan-to-value
      ratios for the District II mortgage loan and the Tuileries Plaza Phase I
      mortgage loan would be 86.4% and 80.5%, respectively. With respect to the
      mortgage loan secured by the Peachtree Center property, the cut-off date
      loan-to-value ratio was calculated by adding the combined amounts of the
      initial debt service reserve, capital expenditures reserve, tenant
      improvement and leasing commission and capital improvement and debt
      service reserves totaling approximately $44.48 million, to the appraised
      value of the mortgaged property. Not adding the reserves to the appraised
      value of the property, the cut-off date loan-to-value ratio for the
      Peachtree Center mortgage loan would be 93.6%.

(5)   With respect to the mortgage loan secured by the Midland Industrial
      Portfolio property, which has an interest rate that steps up during the
      term of the mortgage loan, information with respect to the interest rates
      on the mortgage loan (including without limitation for purposes of
      calculating the weighted average mortgage interest rate and debt-service
      coverage ratios) is presented in this term sheet as if the mortgage loan
      pays at its highest rate throughout the life of such mortgage loan
      (5.855%).

(6)   With respect to the mortgage loan secured by the Apollo Portfolio 1
      properties, the loan-to-value ratio was calculated by subtracting a
      capital improvements escrow of $11,600,000 from the outstanding principal
      balance of the mortgage loan. The loan-to-value ratio without netting the
      $11,600,000 escrow is 103.8%. In addition, the debt-service coverage ratio
      was calculated assuming (1) (a) the in-place base rents as per the rent
      rolls dated October 2006 - December 2006 increase annually by 3% over the
      current contract rent, (b) 4% vacancy, (c) 4% management fee and (d) $250
      in capital reserves per unit, (2) 10% of the units are renovated and
      re-let annually at market rates, and (3) in each case discounted to
      present value based on a discount rate of 8% over the life of the mortgage
      loan. The portfolio weighted average market rate assumed per unit was $882
      with 0% growth projected. The debt-service coverage as of the cut-off date
      based on in-place base rents as per the rent rolls dated October 2006 -
      December 2006 is 0.81x.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                          -4-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9

MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------

                                 PROPERTY TYPES



                                        AGGREGATE
                         NUMBER OF     CUT-OFF DATE     % OF INITIAL                          WTD. AVG.
                         MORTGAGED      PRINCIPAL       MORTGAGE POOL                      CUT-OFF DATE LTV
   PROPERTY TYPE        PROPERTIES       BALANCE           BALANCE       WTD. AVG. DSCR         RATIO
- --------------------    ----------    --------------    -------------    --------------    ----------------

Office                        99      $3,917,153,704         59.6%             1.62               62.4%
Retail                        67         976,517,842         14.8%             1.39               69.9%
Multifamily                   56         484,285,000          7.4%             1.27               75.5%
Industrial                    66         478,325,904          7.3%             1.43               73.9%
Hospitality                   21         474,843,190          7.2%             1.61               74.7%
Other                          3         113,161,502          1.7%             1.45               58.2%
Mixed Use                      6          83,450,000          1.3%             1.25               75.3%
Self-Storage                   9          38,986,721          0.6%             1.32               73.5%
Manufactured Housing           1           9,200,000          0.1%             1.15               76.7%
                        ----------    --------------    -------------    --------------    ----------------
                             328      $6,575,923,864        100.0%             1.54               66.4%
                        ==========    ==============    =============    ==============    ================


                           PROPERTY LOCATIONS



                                        AGGREGATE
                         NUMBER OF     CUT-OFF DATE      % OF INITIAL                         WTD. AVG.
                         MORTGAGED      PRINCIPAL       MORTGAGE POOL                      CUT-OFF DATE LTV
 PROPERTY LOCATION      PROPERTIES       BALANCE           BALANCE       WTD. AVG. DSCR         RATIO
- --------------------    ----------    --------------    -------------    --------------    ----------------

New York                      49      $1,444,487,094         22.0%              1.93             55.9%
California                    54         769,904,256         11.7%              1.25             74.1%
Massachusetts                  3         659,500,000         10.0%              1.30             50.4%
Texas                         26         427,737,196          6.5%              1.38             73.4%
Georgia                       14         419,383,904          6.4%              1.59             75.4%
Virginia                       8         350,796,753          5.3%              1.35             72.2%
Maryland                      16         345,922,000          5.3%              1.38             78.6%
Connecticut                   11         256,610,000          3.9%              1.17             75.2%
Illinois                       5         225,123,313          3.4%              2.77             47.1%
North Carolina                25         203,528,434          3.1%              1.40             70.7%
Other States(1)              117       1,472,930,915         22.4%              1.41             71.9%
                        ----------    --------------    -------------    --------------    ----------------
                             328      $6,575,923,864        100.0%              1.54             66.4%
                        ==========    ==============    =============    ==============    ================


_______________________
(1)   Includes 25 states.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                          -5-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9

MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------

                                         CUT-OFF DATE PRINCIPAL BALANCES



  RANGE OF CUT-OFF DATE                                       AGGREGATE CUT-OFF DATE            % OF INITIAL
      BALANCES ($)              NUMBER OF MORTGAGE LOANS         PRINCIPAL BALANCE          MORTGAGE POOL BALANCE
- -------------------------       ------------------------      ----------------------        ---------------------

Less than 2,500,001                        6                     $     9,909,906                     0.2%
2,500,001 - 5,000,000                     35                         137,773,329                     2.1%
5,000,001 - 7,500,000                     25                         157,989,490                     2.4%
7,500,001 - 10,000,000                    18                         156,320,284                     2.4%
10,000,001 - 15,000,000                   37                         468,590,721                     7.1%
15,000,001 - 20,000,000                   18                         311,227,000                     4.7%
20,000,001 - 25,000,000                    9                         207,318,000                     3.2%
25,000,001 - 50,000,000                   27                         961,645,000                    14.6%
50,000,001 - 75,000,000                    6                         362,682,144                     5.5%
75,000,001 - 100,000,000                   3                         274,500,000                     4.2%
100,000,001 - 200,000,000                 11                       1,538,967,990                    23.4%
200,000,001 - 300,000,000                  3                         693,500,000                    10.5%
300,000,001 - 400,000,000                  2                         655,000,000                    10.0%
600,000,001 - 640,500,000                  1                         640,500,000                     9.7%
                                ------------------------      ----------------------        ---------------------
                                         201                     $ 6,575,923,864                   100.0%
                                ========================      ======================        =====================


_______________________
The  average Cut-off Date principal balance is $32,716,039.

                                                 MORTGAGE RATES



                                                              AGGREGATE CUT-OFF DATE            % OF INITIAL
RANGE OF MORTGAGE RATES (%)     NUMBER OF MORTGAGE LOANS         PRINCIPAL BALANCE          MORTGAGE POOL BALANCE
- ---------------------------     ------------------------      ----------------------        ---------------------

Less than 5.500                               7                    $  592,020,000                    9.0%
5.500 - 5.749                                71                     3,097,151,460                   47.1%
5.750 - 5.999                                65                     1,135,810,986                   17.3%
6.000 - 6.249                                37                     1,299,017,334                   19.8%
6.250 - 6.499                                15                       356,994,084                    5.4%
6.500 - 6.749                                 3                        54,970,000                    0.8%
6.750 - 6.847                                 3                        39,960,000                    0.6%
                                ------------------------      ----------------------        ---------------------
                                            201                    $6,575,923,864                  100.0%
                                ========================      ======================        =====================


_______________________
The weighted average mortgage interest rate is 5.795%. With respect to the
mortgage loan secured by the Midland Industrial Portfolio property, which has an
interest rate that steps up during the term of the mortgage loan, information
with respect to the interest rates on the mortgage loan (including without
limitation for purposes of calculating the weighted average mortgage interest
rate and debt service coverage ratios) is presented in this term sheet as if the
mortgage loan pays at its highest interest rate throughout the life of such
mortgage loan (5.855%).


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                          -6-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9

MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------

                                          DEBT-SERVICE-COVERAGE RATIOS



                                                              AGGREGATE CUT-OFF DATE            % OF INITIAL
RANGE OF DSCRS                  NUMBER OF MORTGAGE LOANS         PRINCIPAL BALANCE          MORTGAGE POOL BALANCE
- --------------                  ------------------------      ----------------------        ---------------------

Less than 1.10                               2                    $   17,671,000                      0.3%
1.10 - 1.1999                               44                       993,534,968                     15.1%
1.20 - 1.2999                               51                     1,623,411,981                     24.7%
1.30 - 1.3999                               40                     1,287,750,467                     19.6%
1.40 - 1.4999                               25                       866,039,199                     13.2%
1.50 - 1.7499                               23                       716,506,248                     10.9%
1.75 - 1.9999                                7                       410,420,000                      6.2%
2.00 - 2.4999                                6                       127,490,000                      1.9%
3.00 - 3.3608                                3                       533,100,000                      8.1%
                                ------------------------      ----------------------        ---------------------
                                           201                    $6,575,923,864                    100.0%
                                ========================      ======================        =====================


_______________________
The weighted average debt-service coverage ratio is 1.54x. With respect to the
mortgage loan secured by the Midland Industrial Portfolio property, which has an
interest rate that steps up during the term of the mortgage loan, information
with respect to the interest rates on the mortgage loan (including without
limitation for purposes of calculating the weighted average mortgage interest
rate and debt service coverage ratios) is presented in this term sheet as if the
mortgage loan pays at its highest interest rate throughout the life of such
mortgage loan (5.855%). With respect to the following mortgage loans, these
calculations exclude earnouts or other reserves in the following amounts: The
District II ($16,750,000) and Tuileries Plaza Phase I ($1,050,000). With respect
to the mortgage loan secured by the Apollo Portfolio 1 properties, the
debt-service coverage ratio was calculated assuming (1) (a) the in-place base
rents as per the rent rolls dated October 2006 - December 2006 increase annually
by 3% over the current contract rent (b) 4% vacancy, (c) 4% management fee and
(d) $250 in capital reserves per unit, (2) 10% of the units are renovated and
re-let annually at market rates and (3) in each case discounted to present value
based on a discount rate of 8% over the life of the mortgage loan. The portfolio
weighted average market rate assumed per unit was $882 with 0% growth projected.
The debt-service coverage as of the cut-off date based on in-place base rents as
per the rent rolls dated October 2006 - December 2006 is 0.81x.

                                        CUT-OFF DATE LOAN-TO-VALUE RATIOS



           RANGE OF                                           AGGREGATE CUT-OFF DATE            % OF INITIAL
CUT-OFF DATE LTV RATIOS (%)     NUMBER OF MORTGAGE LOANS         PRINCIPAL BALANCE          MORTGAGE POOL BALANCE
- ---------------------------     ------------------------      ----------------------        ---------------------

Less than 55.01                             14                    $1,563,759,147                    23.8%
55.01 - 60.00                                5                       242,667,640                     3.7%
60.01 - 65.00                               16                       496,766,772                     7.6%
65.01 - 70.00                               29                       593,110,030                     9.0%
70.01 - 75.00                               44                     1,314,254,697                    20.0%
75.01 - 80.00                               88                     2,141,576,441                    32.6%
80.01 - 83.15                                5                       223,789,135                     3.4%
                                ------------------------      ----------------------        ---------------------
                                           201                    $6,575,923,864                   100.0%
                                ========================      ======================        =====================


_______________________
The weighted average cut-off date loan-to-value ratio is 66.4%. With respect to
the following mortgage loans, these calculations exclude earnouts or other
reserves in the following amounts: The District II ($16,750,000) and Tuileries
Plaza Phase I ($1,050,000) and Apollo Portfolio 1 ($11,600,000). Not reducing
the financing by the related earnout amounts, the cut-off date loan-to-value
ratios for the Apollo Portfolio 1 mortgage loan, the District II mortgage loan
and the Tuileries Plaza Phase I mortgage loan would be 103.8%, 86.4% and 80.5%,
respectively. With respect to the mortgage loan secured by the Peachtree Center
property, the cut-off date loan-to-value ratio was calculated by adding the
combined amounts of the initial debt service reserve, capital expenditures
reserve, tenant improvement and leasing commission and capital improvement and
debt service reserves totaling approximately $44.48 million, to the appraised
value of the mortgaged property. Not adding the reserves to the appraised value
of the property, the cut-off date loan-to-value ratio for the Peachtree Center
mortgage loan would be 93.6%.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                          -7-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9

MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------

                                                 AMORTIZATION TYPES



                                                                   AGGREGATE CUT-OFF DATE           % OF INITIAL
         AMORTIZATION TYPE           NUMBER OF MORTGAGE LOANS         PRINCIPAL BALANCE        MORTGAGE POOL BALANCE
- -----------------------------------  ------------------------      ----------------------      ---------------------

Interest Only                                     87                    $5,021,562,146                 76.4%
Interest Only, Then Amortizing                    83                     1,194,105,100                 18.2%
Amortizing                                        29                       355,591,962                  5.4%
Fully Amortizing                                   2                         4,664,656                  0.1%
                                     ------------------------      ----------------------      ---------------------
                                                 201                    $6,575,923,864                100.0%
                                     ========================      ======================      =====================


                                             ORIGINAL TERMS TO MATURITY



             RANGE OF                                              AGGREGATE CUT-OFF DATE           % OF INITIAL
ORIGINAL TERMS TO MATURITY (MONTHS)  NUMBER OF MORTGAGE LOANS         PRINCIPAL BALANCE        MORTGAGE POOL BALANCE
- -----------------------------------  ------------------------      ----------------------      ---------------------

0 - 60                                            33                   $   980,364,861                 14.9%
61 - 96                                           10                       544,082,746                  8.3%
109 - 122                                        157                     5,048,274,230                 76.8%
123-144                                            1                         3,202,027                  0.0%
                                     ------------------------      ----------------------      ---------------------
                                                 201                   $ 6,575,923,864                100.0%
                                     ========================      ======================      =====================


_______________________
The weighted average original term to maturity is 107 months.

                                            REMAINING TERMS TO MATURITY



        RANGE OF REMAINING                                         AGGREGATE CUT-OFF DATE           % OF INITIAL
    TERMS TO MATURITY (MONTHS)       NUMBER OF MORTGAGE LOANS         PRINCIPAL BALANCE        MORTGAGE POOL BALANCE
- -----------------------------------  ------------------------      ----------------------      ---------------------

0 - 60                                            33                   $   980,364,861                 14.9%
61 - 96                                           10                       544,082,746                  8.3%
109 -120                                         157                     5,048,274,230                 76.8%
121 - 141                                          1                         3,202,027                  0.0%
                                     ------------------------      ----------------------      ---------------------
                                                 201                   $ 6,575,923,864                100.0%
                                     ========================      ======================      =====================


_______________________
The weighted average remaining term to maturity is 105 months.

                                            ORIGINAL AMORTIZATION TERMS



         RANGE OF ORIGINAL                                         AGGREGATE CUT-OFF DATE           % OF INITIAL
    AMORTIZATION TERMS (MONTHS)      NUMBER OF MORTGAGE LOANS         PRINCIPAL BALANCE        MORTGAGE POOL BALANCE
- -----------------------------------  ------------------------      ----------------------      ---------------------

Interest Only                                     87                    $5,021,562,146                 76.4%
120 - 240                                          2                         4,664,656                  0.1%
241 - 360                                        112                     1,549,697,062                 23.6%
                                     ------------------------      ----------------------      ---------------------
                                                 201                    $6,575,923,864                100.0%
                                     ========================      ======================      =====================


_______________________
The weighted average original amortization term is 356 months.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                          -8-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9

MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------

                                        REMAINING STATED AMORTIZATION TERMS



        RANGE OF REMAINING                                         AGGREGATE CUT-OFF DATE           % OF INITIAL
    AMORTIZATION TERMS (MONTHS)      NUMBER OF MORTGAGE LOANS         PRINCIPAL BALANCE        MORTGAGE POOL BALANCE
- -----------------------------------  ------------------------      ----------------------      ---------------------

Interest Only                                     87                    $5,021,562,146                 76.4%
116 - 240                                          2                         4,664,656                  0.1%
241 - 360                                        112                     1,549,697,062                 23.6%
                                     ------------------------      ----------------------      ---------------------
                                                 201                    $6,575,923,864                100.0%
                                     ========================      ======================      =====================


_______________________
The weighted average remaining amortization term is 356 months.

                                                     LOCKBOXES



                                                                   AGGREGATE CUT-OFF DATE           % OF INITIAL
           LOCKBOX TYPE              NUMBER OF MORTGAGE LOANS         PRINCIPAL BALANCE        MORTGAGE POOL BALANCE
- -----------------------------------  ------------------------      ----------------------      ---------------------

Hard                                              69                    $4,919,968,142                 74.8%
Soft                                              18                       439,726,027                  6.7%
Springing                                          1                        97,000,000                  1.5%


                                                    ESCROW TYPES



                                                                   AGGREGATE CUT-OFF DATE           % OF INITIAL
          ESCROW TYPE(1)             NUMBER OF MORTGAGE LOANS         PRINCIPAL BALANCE        MORTGAGE POOL BALANCE
- -----------------------------------  ------------------------      ----------------------      ---------------------

TI/LC(2)                                          61                    $2,513,709,516                 46.1%
Real Estate Tax                                  162                     4,993,604,811                 75.9%
Insurance                                        152                     4,530,689,295                 68.9%
Replacement Reserve                              136                     3,447,438,142                 52.4%


_______________________
(1)   Includes initial and ongoing reserves and escrows.

(2)   The statistical information for the TI/LC reserve percentage of initial
      mortgage pool balance does not include mortgage loans secured by
      hospitality, multifamily, self-storage, manufactured housing or other
      (parking and ground lease) properties.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                          -9-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9

MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------

                                      DEFEASANCE/PREPAYMENT PROVISION SUMMARY



                                                                   AGGREGATE CUT-OFF DATE          % OF INITIAL
         PREPAYMENT TYPE             NUMBER OF MORTGAGE LOANS         PRINCIPAL BALANCE        MORTGAGE POOL BALANCE
- -----------------------------------  ------------------------      ----------------------      ---------------------

Lockout/Defeasance(1)(2)(3)                     169                    $5,502,973,599                  83.7%
Lockout/Defeasance or Yield                       6                       600,850,736                   9.1%
   Maintenance(4)
Lockout/Yield Maintenance(5)                     21                       297,366,528                   4.5%
Yield Maintenance                                 5                       174,733,000                   2.7%
                                     ------------------------      ----------------------      ---------------------
                                                201                    $6,575,923,864                 100.0%
                                     ========================      ======================      =====================


_______________________
(1)   With respect to one mortgage loan (secured by the mortgaged property
      identified on Annex A to this prospectus supplement as 4411 West Olive
      Avenue), representing approximately 0.2% of the initial mortgage pool
      balance and 0.2% of the initial sub-pool 1 balance, the related tenant has
      an option to purchase the mortgaged property for a purchase price of not
      less than $19,000,000. If the tenant exercises its purchase option prior
      to the defeasance period, then the borrower is required to prepay the
      mortgage loan, together with payment of an amount equal to the greater of
      (i) the yield maintenance premium and (ii) 6% of the amount prepaid. If
      the tenant exercises its purchase option during the defeasance period,
      then the borrower is required to defease the loan.

(2)   Includes 1 mortgage loan (secured by the mortgaged property identified on
      Annex A to this prospectus supplement as Peachtree Center), representing
      approximately 3.2% of the initial mortgage pool balance and 3.4% of the
      initial sub-pool 1 balance, which permits the borrower to prepay the
      mortgage loan up to $75,000,000 at any time during the term of the
      mortgage loan with the payment of prepayment consideration equal to the
      greater of (x) 1% of the outstanding principal amount being prepaid and
      (y) the yield maintenance charge and to defease (in whole or in part) the
      remaining balance of the mortgage loan only after the lock-out period.

(3)   Includes 1 mortgage loan (secured by the mortgaged property identified on
      Annex A to this prospectus supplement as Fidelity Building), representing
      approximately 0.1% of the initial mortgage pool balance and 0.1% of the
      initial sub-pool 1 balance, which generally provides for defeasance after
      a defeasance lockout period. However, the developer of the mortgaged
      property, St. Johns Town Center, LLC, has the right to purchase the
      mortgaged property if the borrower ceases to operate for business for more
      than 180 consecutive days. If the developer exercises this purchase option
      prior to the end of the defeasance lockout period, then the borrower has
      the right to prepay the mortgage loan with a yield maintenance charge
      equal to an amount equal to the greater of (x) the yield maintenance
      premium and (y) 1% of the outstanding principal amount being prepaid.

(4)   Includes 1 mortgage loan (secured by the mortgaged properties identified
      on Annex A to this prospectus supplement as Schron Industrial Portfolio),
      representing approximately 4.6% of the initial mortgage pool balance and
      5.0% of the initial sub-pool 1 balance, which generally provides for
      defeasance only; provided, however that in connection with partial
      releases the borrower may cause the release of one or more individual
      mortgaged properties with prepayment that includes yield maintenance
      premium, as described under "Description of the Mortgage Pool--Terms and
      Conditions of the Trust Mortgage Loans--Release Provisions" in this
      prospectus supplement.

(5)   Includes one mortgage loan (secured by the mortgaged property identified
      on Annex A to this prospectus supplement as One Westchase Center),
      representing approximately 1.0% of the initial mortgage pool balance and
      1.0% of the initial sub-pool 1 balance, which provides for payment of
      prepayment consideration equal to the greater of (x) 0.125% of the
      outstanding principal amount being prepaid and (y) the yield maintenance
      charge.

                                    PREPAYMENT PROVISION SUMMARY FOR SUB-POOL 1



                                                                   AGGREGATE CUT-OFF DATE          % OF INITIAL
         PREPAYMENT TYPE             NUMBER OF MORTGAGE LOANS         PRINCIPAL BALANCE         SUB-POOL 1 BALANCE
- -----------------------------------  ------------------------      ----------------------      ---------------------

Lockout/Defeasance                              150                   $5,151,338,599                   84.7%
Lockout/Defeasance or Yield                       6                      600,850,736                    9.9%
   Maintenance
Lockout/Yield Maintenance                        17                      173,516,528                    2.9%
Yield Maintenance                                 4                      156,733,000                    2.6%
                                     ------------------------      ----------------------      ---------------------
                                                177                   $6,082,438,864                  100.0%
                                     ========================      ======================      =====================


                                    PREPAYMENT PROVISION SUMMARY FOR SUB-POOL 2



                                                                   AGGREGATE CUT-OFF DATE          % OF INITIAL
         PREPAYMENT TYPE             NUMBER OF MORTGAGE LOANS         PRINCIPAL BALANCE         SUB-POOL 2 BALANCE
- -----------------------------------  ------------------------      ----------------------      ---------------------

Lockout/Defeasance                               19                     $351,635,000                   71.3%
Lockout/Yield Maintenance                         4                      123,850,000                   25.1%
Yield Maintenance                                 1                       18,000,000                    3.6%
                                     ------------------------      ----------------------      ---------------------
                                                 24                     $493,485,000                  100.0%
                                     ========================      ======================      =====================



      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -10-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9

MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------

                                          MORTGAGE POOL PREPAYMENT PROFILE



                                     APPROXIMATE        % OF
                                      AGGREGATE       REMAINING
                                      BEGINNING     MORTGAGE POOL    % OF REMAINING         % OF
                                      PRINCIPAL        BALANCE        MORTGAGE POOL      REMAINING
                    MONTHS SINCE       BALANCE       - LOCKOUT/      BALANCE - YIELD   MORTGAGE POOL
   DATE             CUT-OFF DATE    (MILLIONS)(1)    DEFEASANCE        MAINTENANCE     BALANCE - OPEN    % TOTAL(2)
- --------------      ------------    -------------   -------------    ---------------   --------------    -----------

April 2007                1            $6,576            97.3%             2.7%              0.0%           100.0%
April 2008               13            $6,571            91.2%             8.8%              0.0%           100.0%
April 2009               25            $6,565            84.5%            15.5%              0.0%           100.0%
April 2010               37            $6,542            83.3%            16.1%              0.6%           100.0%
April 2011               49            $6,499            82.7%            16.1%              1.2%           100.0%
April 2012               61            $5,547            83.6%            10.7%              5.7%           100.0%
April 2013               73            $5,211            88.6%            11.4%              0.0%           100.0%
April 2014               85            $4,961            89.6%            10.4%              0.0%           100.0%
April 2015               97            $4,938            89.6%            10.4%              0.0%           100.0%
April 2016              109            $4,913            89.6%            10.4%              0.0%           100.0%
April 2017              121            $    1           100.0%             0.0%              0.0%           100.0%
April 2018              133            $    0           100.0%             0.0%              0.0%           100.0%
April 2019              145            $    0             0.0%             0.0%              0.0%             0.0%


_______________________
(1)   Calculated assuming that no mortgage loan prepays, defaults or is
      repurchased prior to stated maturity and that all earnout amounts were
      released to the borrower. Otherwise calculated based on maturity
      assumptions to be set forth in the prospectus supplement.

(2)   The percentage totals may not add up to 100% due to rounding.

                                           SUB-POOL 1 PREPAYMENT PROFILE



                                     APPROXIMATE        % OF              % OF
                                      AGGREGATE       REMAINING         REMAINING
                                      BEGINNING      SUB-POOL 1        SUB-POOL 1
                                      PRINCIPAL        BALANCE          BALANCE -      % OF REMAINING
                    MONTHS SINCE       BALANCE       - LOCKOUT/           YIELD          SUB-POOL 1
     DATE           CUT-OFF DATE    (MILLIONS)(1)    DEFEASANCE        MAINTENANCE     BALANCE - OPEN     % TOTAL(2)
- --------------      ------------    -------------   -------------    ---------------   --------------    -----------

April 2007                1            $6,082           97.4%              2.6%            0.0%             100.0%
April 2008               13            $6,078           90.8%              9.2%            0.0%             100.0%
April 2009               25            $6,071           84.9%             15.1%            0.0%             100.0%
April 2010               37            $6,049           84.3%             15.0%            0.7%             100.0%
April 2011               49            $6,006           83.6%             15.0%            1.3%             100.0%
April 2012               61            $5,139           84.4%              9.4%            6.1%             100.0%
April 2013               73            $4,806           89.9%             10.1%            0.0%             100.0%
April 2014               85            $4,700           90.0%             10.0%            0.0%             100.0%
April 2015               97            $4,678           90.0%             10.0%            0.0%             100.0%
April 2016              109            $4,655           90.0%             10.0%            0.0%             100.0%
April 2017              121            $    1          100.0%              0.0%            0.0%             100.0%
April 2018              133            $    0          100.0%              0.0%            0.0%             100.0%
April 2019              145            $    0            0.0%              0.0%            0.0%               0.0%


_______________________
(1)   Calculated assuming that no mortgage loan prepays, defaults or is
      repurchased prior to stated maturity and that all earnout amounts were
      released to the borrower. Otherwise calculated based on maturity
      assumptions to be set forth in the prospectus supplement.

(2)   The percentage totals may not add up to 100% due to rounding.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -11-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9

MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------

                                           SUB-POOL 2 PREPAYMENT PROFILE



                                     APPROXIMATE        % OF
                                      AGGREGATE       REMAINING      % OF REMAINING
                                      BEGINNING      SUB-POOL 2        SUB-POOL 2
                                      PRINCIPAL        BALANCE          BALANCE -      % OF REMAINING
                    MONTHS SINCE       BALANCE       - LOCKOUT/           YIELD          SUB-POOL 1
      DATE          CUT-OFF DATE    (MILLIONS)(1)    DEFEASANCE        MAINTENANCE     BALANCE - OPEN    % TOTAL(2)
- --------------      ------------    -------------   -------------    ---------------   --------------    -----------

April 2007                1            $  493             96.4%          3.6%             0.0%            100.0%
April 2008               13            $  493             96.4%          3.6%             0.0%            100.0%
April 2009               25            $  493             79.3%         20.7%             0.0%            100.0%
April 2010               37            $  493             71.3%         28.7%             0.0%            100.0%
April 2011               49            $  493             71.3%         28.7%             0.0%            100.0%
April 2012               61            $  407             73.1%         26.9%             0.0%            100.0%
April 2013               73            $  406             73.1%         26.9%             0.0%            100.0%
April 2014               85            $  261             82.6%         17.4%             0.0%            100.0%
April 2015               97            $  260             82.6%         17.4%             0.0%            100.0%
April 2016              109            $  258             82.7%         17.3%             0.0%            100.0%
April 2017              121            $    0              0.0%          0.0%             0.0%              0.0%


_______________________
(1)   Calculated assuming that no mortgage loan prepays, defaults or is
      repurchased prior to stated maturity and that all earnout amounts were
      released to the borrower. Otherwise calculated based on maturity
      assumptions to be set forth in the prospectus supplement.

(2)   The percentage totals may not add up to 100% due to rounding.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -12-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9

TRANSACTION TERMS
- --------------------------------------------------------------------------------



ISSUE TYPE................................    Sequential Pay REMIC

CUT-OFF DATE..............................    All mortgage loan characteristics are based on balances as of the relevant
                                              cut-off date after application of all payments due on or before that date
                                              (whether or not received). The cut-off date for each mortgage loan
                                              included in the trust that pays in March 2007 will be its due date in
                                              March 2007. The cut-off date for any other mortgage loan included in the
                                              trust will be March 6, 2007. All percentages presented herein are
                                              approximate.

MORTGAGE POOL.............................    The mortgage pool consists of 201 mortgage loans with an aggregate cut-off
                                              date balance of $6,575,923,864 subject to a variance of +/- 5%. The
                                              mortgage loans are secured by 328 mortgaged real properties located
                                              throughout 35 states. For purposes of making distributions on the class
                                              A-1, class A-2, class A-3, class A-AB, class A-4 and class A-1-A
                                              certificates, the pool of mortgage loans will be deemed to consist of two
                                              distinct sub pools, sub-pool 1 and sub-pool 2. Sub-pool 1 will consist of
                                              177 mortgage loans, representing approximately 92.5% of the initial
                                              mortgage pool balance and includes all mortgage loans other than the
                                              mortgage loans secured by multifamily and manufactured housing properties.
                                              Sub-pool 2 will consist of 24 mortgage loans, representing 7.5% of the
                                              initial mortgage pool balance and includes all of the mortgage loans that
                                              are secured by multifamily and manufactured housing community properties.

DEPOSITOR.................................    Greenwich Capital Commercial Funding Corp.

SPONSORS..................................    Greenwich Capital Financial Products, Inc. and Goldman Sachs Mortgage
                                              Company

UNDERWRITERS..............................    Goldman, Sachs & Co. and Greenwich Capital Markets, Inc. as Co-Lead
                                              Bookrunning Managers

                                              Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Morgan
                                              Stanley & Co. Incorporated and Wachovia Capital Markets, LLC, as
                                              Co-Managers

TRUSTEE...................................    LaSalle Bank National Association

MORTGAGE LOAN SELLERS.....................    Greenwich Capital Financial Products, Inc., Goldman Sachs Mortgage Company
                                              and Lehman Brothers Bank, FSB.

MASTER SERVICER...........................    Wachovia Bank, National Association

SPECIAL SERVICER..........................    LNR Partners, Inc.

RATING AGENCIES...........................    Moody's Investors Service, Inc. ("Moody's"), Fitch, Inc. ("Fitch") and
                                              Standard and Poor's Ratings Services, a division of The McGraw-Hill
                                              Companies, Inc. ("S&P").



      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -13-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9

TRANSACTION TERMS
- --------------------------------------------------------------------------------



DENOMINATIONS.............................    $25,000 minimum for the offered certificates.

CLOSING DATE..............................    On or about March 8, 2007.

SETTLEMENT TERMS..........................    Book-entry through DTC for all offered certificates.

DETERMINATION DATE........................    The sixth day of each month, or if such sixth day is not a business day,
                                              the next succeeding business day.

PAYMENT DATE..............................    The tenth day of each month, or if such tenth day is not a business day,
                                              the next succeeding business day, provided that the payment date will be
                                              at least four business days following the determination date.

INTEREST DISTRIBUTIONS....................    Each class of offered certificates will be entitled on each payment date
                                              to interest accrued at its pass-through rate for such payment date on the
                                              outstanding certificate balance of such class during the prior calendar
                                              month. Interest on the offered certificates will be calculated on the
                                              basis of twelve 30-day months and a 360-day year. Generally, interest will
                                              be distributed concurrently on each payment date to the class A-1, class
                                              A-2, class A-3, class A-AB, class A-4, class A-1-A, class XP and class XC
                                              certificates in the manner set forth in the previous sentence, as follows:
                                              (a) to the extent of available funds attributable to mortgage loans in
                                              sub-pool 1 and/or sub-pool 2, to the class XP and class XC certificates,
                                              (b) to the extent of available funds attributable to mortgage loans in
                                              sub-pool 1, to the class A-1, class A-2, class A-3, class A-AB and class
                                              A-4 certificates and (c) to the extent of available funds attributable to
                                              the mortgage loans in sub-pool 2, to the class A-1-A certificates, in each
                                              case up to the amount such class is entitled. If interest related to
                                              either sub-pool 1 or sub-pool 2 is insufficient to pay interest on class
                                              A-1, class A-2, class A-3, class A-AB, class A-4, class A-1-A, class XP
                                              and class XC certificates in the manner set forth in the previous
                                              sentence, interest related to the entire mortgage pool will be used to pay
                                              interest on those certificates on a pro rata basis. After the class A-1,
                                              class A-2, class A-3, class A-AB, class A-4, class A-1-A, class XP and
                                              class XC certificates are paid all amounts to which they are entitled,
                                              interest will be distributed, to the extent of available funds related to
                                              the entire mortgage pool, to the class A-M through class S certificates
                                              (in the case of the class A-MFL certificates, through the class A-MFL
                                              REMIC II regular interest and in the case of the class A-JFL certificates,
                                              through the class A-JFL REMIC II regular interest) in sequential order of
                                              class designations; provided that allocation of interest distributions
                                              between the class A-M certificates and the class A-MFL REMIC II regular
                                              interest will be made concurrently on a pro rata basis and allocation of
                                              interest distributions between the class A-J certificates and the class
                                              A-JFL REMIC II regular interest will be made concurrently on a pro rata
                                              basis.



      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -14-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9

TRANSACTION TERMS
- --------------------------------------------------------------------------------



PRINCIPAL DISTRIBUTIONS...................    Generally, distributions of principal received with respect to the
                                              mortgage loans in sub-pool 1 will be distributed on each payment date, to
                                              the extent of available funds, to the class A-AB certificates in reduction
                                              of their certificate balance to the planned certificate balance for such
                                              payment date, then to the class A-1, class A-2, class A-3, class A-AB and
                                              class A-4 certificates, in that order, until the certificate balance of
                                              each class has been reduced to zero, and then to the class A-1-A
                                              certificates until their certificate balance is reduced to zero.
                                              Generally, distributions of principal with respect to the mortgage loans
                                              in sub-pool 2 will be distributed on each payment date, to the extent of
                                              available funds, to the class A-1-A certificates until their certificate
                                              balance is reduced to zero, then to the class A-AB certificates in
                                              reduction of their certificate balance to the planned certificate balance
                                              for such payment date and then to the class A-1, class A-2, class A-3,
                                              class A-AB and class A-4 certificates, in that order, until the
                                              certificate balance of each class has been reduced to zero. After the
                                              class A-1, class A-2, class A-3, class A-AB, class A-4 and class A-1-A
                                              certificates are paid all principal amounts to which they are entitled,
                                              the remaining available funds for the entire mortgage pool will be
                                              distributed to the class A-M certificates and the class A-MFL REMIC II
                                              regular interest on a pro rata basis until the principal balance thereof
                                              is reduced to zero, and then to the class A-J certificates and the class
                                              A-JFL REMIC II regular interest on a pro rata basis until the principal
                                              balance thereof is reduced to zero, and then to class B through class S
                                              certificates sequentially until the certificate balance of each class is
                                              reduced to zero. If, due to losses, the certificate balances of the class
                                              A-M through class S certificates are reduced to zero (in the case of the
                                              class A-MFL certificates, through the class A-MFL REMIC II regular
                                              interest and in the case of the class A-JFL certificates, through the
                                              class A-JFL REMIC II regular interest), payments of principal to the class
                                              A-1, class A-2, class A-3, class A-AB, class A-4 and class A-1-A
                                              certificates will be made on a pro rata basis.

LOSSES....................................    Realized losses and additional trust fund expenses, if any, will be
                                              allocated to the class S, class Q, class P, class O, class N, class M,
                                              class L, class K, class J, class H, class G, class F, class E, class D,
                                              class C and class B, in that order, and then to class A-J certificates and
                                              class A-JFL certificates (through the class A-JFL REMIC II regular
                                              interest) on a pro rata basis, and then to class A-M certificates and
                                              class A-MFL certificates (through the class A-MFL REMIC II regular
                                              interest), on a pro rata basis, and then to the class A-1, class A-2,
                                              class A-3, class A-AB, class A-4 and class A-1-A certificates, on a pro
                                              rata basis.

PREPAYMENT PREMIUMS AND
   YIELD MAINTENANCE CHARGES..............    Any prepayment premiums or yield maintenance charges collected will be
                                              distributed to certificateholders on the payment date following the
                                              collection period in which the prepayment occurred. On each payment date,
                                              the holders of any class of offered certificates and class G,



      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -15-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9

TRANSACTION TERMS
- --------------------------------------------------------------------------------



                                              class H, class J and class K certificates and the class A-MFL REMIC II
                                              regular interest and the class A-JFL REMIC II regular interest that are
                                              then entitled to principal distributions will be entitled to a portion of
                                              prepayment premiums or yield maintenance charges in an amount equal to the
                                              product of (a) the amount of the prepayment premiums or yield maintenance
                                              charges net of workout fees and liquidation fees payable from the relevant
                                              mortgage loan, multiplied by (b) a fraction, the numerator of which is
                                              equal to the excess, if any, of the pass-through rate for that class of
                                              certificates over the relevant discount rate, and the denominator of which
                                              is equal to the excess, if any, of the mortgage interest rate of the
                                              prepaid mortgage loan over the relevant discount rate, multiplied by (c)
                                              (A) with respect to any class A-1, class A-2, class A-3, class A-AB, class
                                              A-4 and class A-1-A certificates, a fraction, the numerator of which is
                                              equal to the amount of principal from the sub-pool of which the mortgage
                                              loan is a part payable to that class of certificates on that payment date,
                                              and the denominator of which is the portion of the total principal payment
                                              amount from the sub-pool of which the mortgage loan is a part for that
                                              payment date, and (B) with respect to any class A-M certificates, the
                                              class A-MFL REMIC II regular interest, any class A-J certificates, the
                                              class A-JFL REMIC II regular interest and any class B, class C, class D,
                                              class E, class F, class G, class H, class J and class K certificates, a
                                              fraction, the numerator of which is equal to the amount of principal
                                              payable to that class of certificates or REMIC II regular interest, as
                                              applicable, on that payment date, and the denominator of which is the
                                              total principal payment amount for that payment date. Any prepayment
                                              premiums and yield maintenance charges distributed to the class A-MFL
                                              REMIC II regular interest and the class A-JFL REMIC II regular interest
                                              will be deposited into the related floating rate account and will be
                                              distributed to the swap counterparty for so long as the related swap
                                              agreement is in effect and there is no continuing payment default
                                              thereunder on the part of the swap counterparty.

                                              The portion, if any, of the prepayment premiums or yield maintenance
                                              charges remaining after any payments described above will be distributed
                                              to the holders of the class XC certificates.

ADVANCES..................................    The master servicer and, if it fails to do so, the trustee, will be
                                              obligated to make P&I advances and servicing advances, including
                                              delinquent property taxes and insurance, but only to the extent that such
                                              advances are deemed recoverable and in the case of P&I advances, subject
                                              to appraisal reductions that may occur. For the Merchandise Mart mortgage
                                              loan that is part of a split loan structure serviced pursuant to another
                                              pooling and servicing agreement, the master servicer or special servicer
                                              of that other securitization may make servicing advances for the loan
                                              included in our trust.



      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -16-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9

TRANSACTION TERMS
- --------------------------------------------------------------------------------



APPRAISAL REDUCTIONS......................    An appraisal reduction generally will be created in the amount, if any, by
                                              which the principal balance of a required appraisal loan (plus other
                                              amounts overdue or advanced in connection with the mortgage loan) exceeds
                                              25% of the appraised value of the related mortgaged property plus certain
                                              escrows and reserves (including letters of credit) held with respect to
                                              the mortgage loan. As a result of calculating an appraisal reduction
                                              amount for a given mortgage loan, the interest portion of any P&I advance
                                              for such loan will be reduced, which will have the effect of reducing the
                                              amount of interest available for distribution to the certificates in
                                              reverse alphabetical order of the classes. A required appraisal loan will
                                              cease to be a required appraisal loan when the related mortgage loan has
                                              been brought current for at least three consecutive months and no other
                                              circumstances exist which would cause such mortgage loan to be a required
                                              appraisal loan.

OPTIONAL TERMINATION......................    The master servicer, the special servicer and certain certificateholders
                                              will have the option to terminate the trust, in whole but not in part, and
                                              purchase the remaining assets of the trust on or after the payment date on
                                              which the stated principal balance of the mortgage loans then outstanding
                                              is less than 1% of the initial mortgage pool balance. Such purchase price
                                              will generally be at a price equal to the unpaid aggregate principal
                                              balance of the mortgage loans (or fair market value in the case of REO
                                              Properties), plus accrued and unpaid interest and certain other additional
                                              trust fund expenses, as described in the prospectus supplement. In
                                              addition, after the certificate balance of the class A-1 through class F
                                              certificates has been reduced to zero, the trust may also be terminated,
                                              if all of the remaining series 2007-GG9 certificates (excluding class R-I
                                              and class R-II) are held by a single certificateholder. At that time, the
                                              single certificateholder may exchange all of the then outstanding series
                                              2007-GG9 certificates (excluding class R-I and class R-II) for the
                                              mortgage loans remaining in the trust.

CONTROLLING CLASS.........................    The holders of the most subordinate class of series 2007-GG9 certificates
                                              then outstanding, other than the class XP, class XC, class R-I and class
                                              R-II certificates, that has a total principal balance that is not less
                                              than 25% of that class's original total principal balance will be the
                                              controlling class; provided, however, with respect to certain issues
                                              related to the mortgage loans that are part of a split structure, the
                                              holder of the majority interest of the related subordinated or pari passu
                                              companion loan may have certain rights to direct the special servicer with
                                              respect to servicing matters or replace the special servicer, as described
                                              in the prospectus supplement.

TENANTS...................................    References in this term sheet to the rating of a tenant may refer to the
                                              rating of a parent of the actual tenant and the rated entity may not be a
                                              party to that lease or guarantee the lease.

ERISA.....................................    The offered certificates are expected to be ERISA eligible.



      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -17-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9

TRANSACTION TERMS
- --------------------------------------------------------------------------------



SMMEA.....................................    The class A-1, class A-2, class A-3, class A-AB, class A-4, class A-1-A,
                                              class A-M, class A-J, class B, class C and class D certificates are
                                              expected to be "mortgage-related securities" for the purposes of SMMEA so
                                              long as they remain rated in one of the two highest rating categories by a
                                              nationally recognized statistical rating organization.


      None of the offered certificates or the mortgage loans included in the
trust are insured or guaranteed by any governmental agency or instrumentality or
by any private mortgage insurer or by The Royal Bank of Scotland plc, the
depositor, the underwriters, the sponsors, the mortgage loan sellers, the master
servicer, the special servicer, or any other party.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -18-          [LOGO] RBS GREENWICH CAPITAL



The table below identifies the ten largest mortgage loans included in the trust:

                           TEN LARGEST MORTGAGE LOANS



                                                       CUT-OFF DATE     % OF INITIAL
                                     MORTGAGED REAL      PRINCIPAL      MORTGAGE POOL
            LOAN NAME                  PROPERTIES         BALANCE          BALANCE          PROPERTY TYPE
- ----------------------------------   --------------   ---------------   -------------   ---------------------

John Hancock Tower & Garage at
    Clarendon                               2         $   640,500,000        9.7%       Office/Parking Garage
590 Madison Avenue                          1             350,000,000        5.3%              Office
Schron Industrial Portfolio                36             305,000,000        4.6%            Industrial
667 Madison Avenue                          1             250,000,000        3.8%              Office
TIAA RexCorp Long Island Portfolio          5             235,900,000        3.6%              Office
Peachtree Center Portfolio                  3             207,600,000        3.2%           Office/Retail
Pickwick Plaza                              1             200,000,000        3.0%              Office
Stafford Place I                            1             176,000,000        2.7%              Office
Merchandise Mart                            1             175,000,000        2.7%              Office
COPT Office Portfolio                      14             146,500,000        2.2%              Office
                                     --------------   ---------------   -------------
TOTAL                                      65         $ 2,686,500,000       40.9%
                                     ==============   ===============   =============


                                                                                CUT-OFF
                                                                                 DATE
                                         PROPERTY    LOAN BALANCE PER           LTV(1)
            LOAN NAME                   SIZE (SF)        SF/ROOM        DSCR     RATIO
- ----------------------------------      ----------   ----------------   -----   -------

John Hancock Tower & Garage at
    Clarendon                            1,751,110   $     365.77       1.29x    50.0%
590 Madison Avenue                       1,005,330   $     348.14       3.19x    26.9%
Schron Industrial Portfolio              3,521,766   $      86.60       1.32x    78.2%
667 Madison Avenue                         250,731   $     997.08       1.92x    53.2%
TIAA RexCorp Long Island Portfolio       1,178,081   $     200.24       1.41x    61.8%
Peachtree Center Portfolio               2,548,655   $      81.45       1.54x    78.0%
Pickwick Plaza                             240,149   $     832.82       1.15x    74.9%
Stafford Place I                           485,922   $     362.20       1.22x    74.6%
Merchandise Mart                         3,448,680   $     101.49       3.18x    38.2%
COPT Office Portfolio                    1,018,982   $     143.77       1.35x    79.9%
                                                                        -----   -------
TOTAL                                                                   1.74X    58.0%
                                                                        =====   =======


_______________________
(1)   With respect to the mortgage loan secured by the Peachtree Center
      property, the cut-off date loan-to-value ratio was calculated by adding
      the combined amounts of the initial debt service reserve, capital
      expenditures reserve, tenant improvement and leasing commission and
      capital improvement and debt service reserves totaling approximately
      $44.48 million, to the appraised value of the mortgaged property.

      The table below identifies each of the mortgage loans and its
corresponding companion loan that are part of a split loan structure.

                                   LOAN GROUPS



                                                                               AGGREGATE
                                              % OF INITIAL    % OF INITIAL     NON-TRUST     NON-TRUST B
                             TRUST MORTGAGE   MORTGAGE POOL    SUB-POOL 1    MORTGAGE LOAN       NOTE
      MORTGAGE LOAN           LOAN BALANCE      BALANCE(1)     BALANCE(1)       BALANCE        BALANCE
- --------------------------   --------------   -------------   ------------   -------------   ------------

Merchandise Mart........     $  175,000,000       2.7%            2.9%       $ 175,000,000        N/A
Victoria Ward Warehouse &
    Plaza...............     $   40,000,000       0.6%            0.7%       $  28,500,000   $ 28,500,000
Poipu Shopping Village..     $   29,120,000       0.4%            0.5%       $   2,880,000   $  2,880,000
Sheraton Portland.......     $   15,360,000       0.2%            0.3%       $   2,140,000   $  2,140,000
Linden Park.............     $   14,000,000       0.2%            0.2%       $   2,300,000   $  2,300,000
Toringdon III...........     $   12,650,000       0.2%            0.2%       $     790,625   $    790,625
Toringdon V.............     $   10,424,000       0.2%            0.2%       $     651,500   $    651,500
Woodhaven...............     $    8,808,600       0.1%            0.1%       $     490,000   $    490,000


                                              CONTROLLING
                             NON-TRUST PARI     POOLING &      INITIAL       INITIAL
                               PASSU LOAN       SERVICING      MASTER        SPECIAL
      MORTGAGE LOAN             BALANCE       AGREEMENT(2)   SERVICER(3)   SERVICER(4)
- --------------------------   --------------   ------------   -----------   -----------

Merchandise Mart........      $175,000,000     2006-LDP9       Wachovia         LNR
Victoria Ward Warehouse
    & Plaza.............          N/A          2007-GG9        Wachovia         LNR
Poipu Shopping Village..          N/A          2007-GG9        Wachovia         LNR
Sheraton Portland.......          N/A          2007-GG9        Wachovia         LNR
Linden Park.............          N/A          2007-GG9        Wachovia         LNR
Toringdon III...........          N/A          2007-GG9        Wachovia         LNR
Toringdon V.............          N/A          2007-GG9        Wachovia         LNR
Woodhaven...............          N/A          2007-GG9        Wachovia         LNR


_______________________
(1)   All of the mortgaged properties in this table secure mortgage loans that
      are part of sub-pool 1.

(2)   2006-LDP9 refers to the pooling and servicing agreement entered into in
      connection with J.P. Morgan Chase Commercial Mortgage Securities Trust
      2006-LDP9 Commercial Mortgage Pass-Through Certificates, Series 2006-LDP9.
      2007-GG9 refers to the pooling and servicing agreement for this
      transaction.

(3)   Wachovia refers to Wachovia Bank, National Association.

(4)   LNR refers to LNR Partners, Inc.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -19-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - JOHN HANCOCK TOWER AND GARAGE AT CLARENDON
- --------------------------------------------------------------------------------


         [PHOTO OF JOHN HANCOCK TOWER AND GARAGE AT CLARENDON OMITTED]


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -20-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - JOHN HANCOCK TOWER AND GARAGE AT CLARENDON
- --------------------------------------------------------------------------------


           [MAP OF JOHN HANCOCK TOWER AND GARAGE AT CLARENDON OMITTED]


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -21-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - JOHN HANCOCK TOWER AND GARAGE AT CLARENDON
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                              PROPERTY INFORMATION

Number of Mortgaged Real Properties                                            2
Location (City/State)                                                 Boston, MA
Property Type                                              Office/Parking Garage
Size Office (sf) / Parking Garage  (spaces)                    1,751,110 / 2,013
Percentage Occupancy as of January 1, 2007                                 99.3%
Year Built / Renovated                                     1971-1973 / 2005-2006
Appraisal Value                                                   $1,281,000,000
Underwritten Occupancy                                                     95.5%
Underwritten Revenues                                                $89,729,141
Underwritten Total Expenses                                          $42,072,655
Underwritten Net Operating Income (NOI)                              $47,656,485
Underwritten Net Cash Flow (NCF)                                     $47,205,469
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION

Originator                                                            GCFP/LB(1)
Cut-off Date Principal Balance                                      $640,500,000
Cut-off Date Principal Balance PSF/Unit(2)                               $365.77
Percentage of Initial Mortgage Pool Balance                                 9.7%
Number of Mortgage Loans                                                       1
Type of Security                                            Fee Simple/Leasehold
Mortgage Rate                                                             5.599%
Original Term to Maturity (Months)                                           120
Original Amortization Term (Months)                                Interest Only
Cut-off Date LTV Ratio                                                     50.0%
LTV Ratio at Maturity                                                      50.0%
Underwritten DSCR on NOI                                                   1.31x
Underwritten DSCR on NCF                                                   1.29x
- --------------------------------------------------------------------------------

(1)   The mortgage loan was co-originated by Greenwich Capital Financial
      Products, Inc. and Lehman Brothers Holdings, Inc. Each of the originators
      will separately sell its interest in the mortgage loan to the trust.

(2)   Loan PSF value does not factor in 2,013 parking spaces in the Garage at
      Clarendon Property.

o     THE LOAN. The mortgage loan (the "JOHN HANCOCK TOWER AND GARAGE AT
      CLARENDON LOAN") is evidenced by a single note and is secured by a first
      mortgage encumbering the fee interest in an office building known as the
      John Hancock Tower (the "JOHN HANCOCK TOWER PROPERTY") and a ground lease
      interest in an adjacent parking garage known as Garage at Clarendon (the
      "GARAGE AT CLARENDON PROPERTY" and together with the John Hancock Tower
      Property, collectively, the "HANCOCK TOWER/GARAGE PROPERTIES"), each
      located in Boston, Massachusetts. The John Hancock Tower and Garage at
      Clarendon Loan represents approximately 9.7% of the initial mortgage pool
      balance and 10.5% of the initial sub-pool 1 balance. The John Hancock
      Tower and Garage at Clarendon Loan was originated on December 28, 2006,
      has an original principal balance and a principal balance as of the
      cut-off date of $640,500,000, and an interest rate of 5.599% per annum.
      The DSCR and LTV on the John Hancock Tower and Garage at Clarendon Loan
      are 1.29x and 50.0%, respectively. The proceeds of the John Hancock Tower
      and Garage at Clarendon Loan were used by the borrowers to acquire the
      Hancock Tower/Garage Properties along with 9 other properties for a total
      portfolio acquisition price of approximately $3.27 billion.

      The John Hancock Tower and Garage at Clarendon Loan had an initial term of
      120 months, has a remaining term of 118 months and requires payments of
      interest only for the entire term. The scheduled maturity date is January
      6, 2017. Voluntary prepayment of the John Hancock Tower and Garage at
      Clarendon Loan is prohibited prior to the payment date of October 6, 2016
      and permitted thereafter without penalty. Defeasance with United States
      government securities is permitted from April 6, 2009.

o     THE PROPERTY. The John Hancock Tower Property is a 1,723,085-sf, 62-story
      class-A office building located at 200 Clarendon Street in Boston,
      Massachusetts. The Garage at Clarendon Property is a parking facility with
      2,013 parking spaces that includes 28,025 sf of retail space located at
      100 Clarendon Street in Boston, Massachusetts. The John Hancock Tower
      Property is located at the center of Boston's Back Bay district and has
      unobstructed, 360-degree views of Boston. The John Hancock Tower Property
      and surrounding complex (including the Garage at Clarendon Property) was
      designed by I.M. Pei, built in 1971-1973 and extensively renovated in the
      late 1980's.

      The Garage at Clarendon Property consists of eights stories and 2,013
      parking spaces. Additionally, the Garage at Clarendon Property includes
      21,968 sf of retail space that is leased to Harvard Vanguard Medical
      Associates (17,628 sf) and Wainwright Bank and Trust (4,340 sf). The
      Garage at Clarendon Property is located on the


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -22-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - JOHN HANCOCK TOWER AND GARAGE AT CLARENDON
- --------------------------------------------------------------------------------

      south side of Stuart Street, between Dartmouth Street and Clarendon
      Street, within a half block of the John Hancock Tower Property, 200
      Berkeley, and the Stephen L. Brown Building. The prior owner of the Garage
      at Clarendon Property made significant capital improvements in 2005,
      totaling $10 million, to reposition the garage, including installing
      state-of-the-art access and revenue control systems and improved lighting,
      landscaping, directional signage, and common areas.

      As of January 1, 2007, the John Hancock Tower Property was 99.3% occupied.
      Since John Hancock originally sold the property, the John Hancock Tower
      Property was transformed from an owner-occupied facility to one of the
      premier office buildings in Boston with many well-known private equity,
      financial service firms and hedge fund tenants that have invested
      significant capital in their spaces (approximately $150 to $250 psf).

      The following table presents certain information relating to the major
tenants at the Hancock Tower/Garage Properties:



                                                                  ANNUALIZED     % OF TOTAL     ANNUALIZED
                         (FITCH/MOODY'S/    TENANT      % OF      BASE RENT     UNDERWRITTEN    BASE RENT
     TENANT NAME             S&P)(1)         NRSF       NRSF         ($)         BASE RENT      ($ PER SF)       LEASE EXPIRATION
- ----------------------   ---------------   ---------   -------   ------------   ------------   ------------   ----------------------

John Hancock               AA/Aa3/AAA        415,361     23.7%   $21,586,306        29.6%         $51.97      3/1/2015
IBT Company                  A/NR/A          387,234     22.1%    12,522,004        17.2%          32.34      12/1/2014
Ernst and Young             NR/NR/NR         146,496      8.4%     6,559,701         9.0%          44.78      12/1/2016
Hill Holiday                NR/NR/NR         133,005      7.6%     5,586,210         7.7%          42.00      12/1/2008
Mercer Mgmt Consulting      NR/NR/NR          99,911      5.7%     3,537,067         4.9%          35.40      4/30/2008 and 1/1/2014
                                           ---------   -------   ------------   ------------   ------------
TOTAL LARGEST TENANTS                      1,182,007     67.5%   $49,791,287        68.3%         $42.12
Remaining Tenants                            562,170     32.1%    23,136,283        31.7%          41.16
Vacant Space                                   6,933      0.4%             0         0.0%           0.00
                                           ---------   -------   ------------   ------------   ------------
TOTAL ALL TENANTS                          1,751,110    100.0%   $72,927,570       100.0%         $41.81
                                           =========   =======   ============   ============   ============


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

      The following table presents certain information relating to the lease
rollover schedule at the Hancock Tower/Garage Properties:

                          LEASE EXPIRATION SCHEDULE(1)



                                                                                        % OF TOTAL      ANNUALIZED
                                                                        ANNUALIZED       ANNUALIZED    UNDERWRITTEN
                            EXPIRING        % OF        CUMULATIVE     UNDERWRITTEN     UNDERWRITTEN    BASE RENT
YEAR ENDING DECEMBER 31,      NRSF       TOTAL NRSF    OF TOTAL NRSF   BASE RENT ($)     BASE RENT      ($ PER SF)
- ------------------------   -----------   ----------    -------------   -------------    ------------   ------------

2007(2)                         2,658        0.2%           0.2%        $    53,564          0.1%         $20.15
2008                          367,120       21.0           21.1%         15,727,922         21.6           42.84
2009                          158,687        9.1           30.2%          5,339,684          7.3           33.65
2010                           46,446        2.7           32.8%          2,911,192          4.0           62.68
2011                           21,391        1.2           34.1%          1,468,199          2.0           68.64
2012                           39,405        2.3           36.3%          2,439,623          3.3           61.91
2013                           52,346        3.0           39.3%          2,344,568          3.2           44.79
2014                          432,781       24.7           64.0%         14,186,911         19.5           32.78
2015                          395,736       22.6           86.6%         20,670,839         28.3           52.23
2016                          209,979       12.0           98.6%          7,194,531          9.8           34.26
2017 & Thereafter              17,628        1.0           99.6%            590,538          0.8           33.50
Vacant                          6,933        0.4          100.0%                  0          0.0            0.00
                           -----------   ----------                    -------------    ------------   ------------
TOTAL                       1,751,110      100.0%                       $72,927,570        100.0%         $41.81
                           ===========   ==========                    =============    ============   ============


(1)   Calculated based on approximate square footage occupied by each tenant.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -23-          [LOGO] RBS GREENWICH CAPITAL


GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - JOHN HANCOCK TOWER AND GARAGE AT CLARENDON
- --------------------------------------------------------------------------------

o     THE BORROWER. The borrower is 100 & 200 Clarendon LLC (the "JOHN HANCOCK
      TOWER AND GARAGE AT CLARENDON BORROWER"), a single asset, single-member,
      special purpose, bankruptcy remote Delaware limited liability company with
      an independent director. Legal counsel to the John Hancock Tower and
      Garage at Clarendon Borrower delivered a non-consolidation opinion in
      connection with the origination of the John Hancock Tower and Garage at
      Clarendon Loan. Broadway Partners Parallel Fund C II, L.P., Broadway
      Partners Parallel Fund P II, L.P., Broadway Partners Parallel Fund B II,
      L.P. and Broadway Partners Real Estate Fund II, L.P. (collectively, the
      "JOHN HANCOCK TOWER AND GARAGE AT CLARENDON LOAN SPONSORS") collectively
      control the John Hancock Tower and Garage at Clarendon Borrower. The John
      Hancock Tower and Garage at Clarendon Loan has the standard non-recourse
      carveout obligations and joint and several guaranties of those obligations
      have been provided by the John Hancock Tower and Garage at Clarendon Loan
      Sponsors.

      Broadway Partners ("BROADWAY") was founded in 1999 to invest in high
      quality office properties in select markets nationwide and since 2000, has
      purchased approximately over 7 million sf of office space valued at over
      $2 billion. Broadway is a fully-integrated real estate investment and
      management organization of 20 real estate professionals and another 110
      property-level personnel, with in-house expertise in all aspects of real
      estate investment and management. Led by chief executive officer Scott
      Lawlor, Broadway's senior management team averages over 16 years of real
      estate experience. Mr. Lawlor previously oversaw all real estate
      operations at Fortress Investment Group. His experience at Broadway
      includes the assembly and management of teams responsible for the
      origination, underwriting, execution and asset management of various
      investments including Aon Center in Los Angeles ($199 million), Gateway
      801 in San Francisco ($35 million ) and 522 Fifth Avenue in New York City
      ($420 million).

      Ground Lease. The John Hancock Tower and Garage at Clarendon Loan is
      partially secured by the John Hancock Tower and Garage at Clarendon
      Borrower's leasehold interest in the Garage at Clarendon Property. The
      ground lease has a current term that expires on May 28, 2024 and three
      renewal options (the first two of which are for 15 years and the third of
      which is for 14 years). The ground lease generally contains standard
      mortgagee protection provisions. See Description of the Mortgage
      Pool--Additional Loan and Property Information--Ground Leases" in the
      prospectus supplement. The ground rent is $650,000 per annum until the
      lease year ending May 28, 2009. The ground rent for each lease year (i)
      commencing May 29, 2009 and ending May 28, 2014 will be $1,000,000 and
      (ii) commencing May 29, 2014 and ending May 28, 2019 will be $1,250,000
      and (iii) commencing May 29, 2019 and ending May 28, 2024 will be
      $1,500,000.

o     ESCROWS. The John Hancock Tower and Garage at Clarendon Loan provides for
      upfront and ongoing reserves as follows:

      Tax and Insurance Reserve: On each payment date, the John Hancock Tower
      and Garage at Clarendon Borrower is required to make monthly contributions
      into a tax and insurance reserve account in an amount equal to one-twelfth
      of the amount the lender estimates will be necessary to pay taxes and
      insurance premiums, over the succeeding twelve months. The funds in such
      account will be used to pay for taxes and insurance premiums.

      Ground Lease Reserve: On each payment date, the John Hancock Tower and
      Garage at Clarendon Borrower is required to deposit into a ground lease
      reserve account an amount equal to the amount estimated by the lender to
      be sufficient to pay any installment of rent, additional rent and other
      charges or amounts payable by the John

      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -24-          [LOGO] RBS GREENWICH CAPITAL


GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - JOHN HANCOCK TOWER AND GARAGE AT CLARENDON
- --------------------------------------------------------------------------------

      Hancock Tower and Garage at Clarendon Borrower under the ground lease for
      one month before the date such installment is due.

      Capital Expense Reserve: At closing, $1,277,000 was deposited into a
      capital expense reserve account. In addition, on each extension date for
      the Initial Hancock Tower/Garage Mezzanine Loan (defined below), the John
      Hancock Tower and Garage at Clarendon Borrower is required to deposit into
      the capital expense reserve account an amount determined by the holder of
      the Initial Hancock Tower/Garage Mezzanine Loan (as defined below) to be
      sufficient for anticipated approved capital expenses during the related
      extension period of the Initial Hancock Tower/Garage Mezzanine Loan
      ("CAPEX REPLENISHMENT AMOUNT"). The John Hancock Tower and Garage at
      Clarendon Borrower is permitted to substitute an acceptable letter of
      credit or a guaranty for the CapEx Replenishment Amount; provided that if
      John Hancock Tower and Garage at Clarendon Borrower provides a guaranty,
      such guaranty must be from a fund controlled by Mr. Lawlor that meets
      certain eligibility criteria set forth in the loan documents (including
      that such fund is a creditworthy entity in the lender's reasonable
      determination and owns a direct or indirect equity interest in the John
      Hancock Tower and Garage at Clarendon Borrower) and the John Hancock Tower
      and Garage at Clarendon Borrower must satisfy certain other conditions set
      forth in the loan documents, including receipt of a ratings confirmation.
      Funds in this reserve account will be used for approved capital expenses
      at the Hancock Tower/Garage Properties.

      Rollover Reserve: At closing, $4,249,039 was deposited into a rollover
      reserve account. Any lease termination payment made under a material lease
      is required to be deposited into the rollover reserve account. In
      addition, on each extension date for the Initial Hancock Tower/Garage
      Mezzanine Loan, the John Hancock Tower and Garage at Clarendon Borrower is
      required to deposit into this reserve account an amount determined by the
      holder of the Initial Hancock Tower/Garage Mezzanine Loan to be sufficient
      for anticipated approved leasing expenses during such extension period of
      the Initial Hancock Tower/Garage Mezzanine Loan ("ROLLOVER REPLENISHMENT
      AMOUNT"). The John Hancock Tower and Garage at Clarendon Borrower is
      permitted to substitute an acceptable letter of credit or a guaranty for
      the Rollover Replenishment Amount; provided that John Hancock Tower and
      Garage at Clarendon Borrower provides a guaranty, such guaranty must be
      from a fund controlled by Mr. Lawlor that meet certain eligibility
      criteria set forth in the loan documents and the John Hancock Tower and
      Garage at Clarendon Borrower must satisfy certain other conditions set
      forth in the loan documents, including receipt of a ratings confirmation.
      Funds in this reserve account will be used for approved tenant improvement
      and leasing commission costs at the Hancock Tower/Garage Properties.

o     LOCK BOX AND CASH MANAGEMENT. The John Hancock Tower and Garage at
      Clarendon Loan requires a hard lock box, which is already in place. The
      loan documents require the John Hancock Tower and Garage at Clarendon
      Borrower to direct tenants to pay their rents directly to a
      lender-controlled account, and any rents received by the John Hancock
      Tower and Garage at Clarendon Borrower or the property manager are
      required to be deposited within two business days of receipt into the
      lockbox account. Funds in the lockbox account are swept into a
      lender-controlled deposit account and are applied on each payment date for
      (i) tax and insurance, (ii) ground rent payments for the Garage at
      Clarendon Property, (iii) deposit account fees, (iv) debt service on the
      John Hancock Tower and Garage at Clarendon Loan, (v) approved operating
      expenses and (vi) all remaining cash on either (A) if any mezzanine loan
      permitted under the loan documents (including the Initial Hancock
      Tower/Garage Mezzanine Loan)is outstanding, to the subordinate deposit
      account established under such mezzanine loan or (B) if no such mezzanine
      loan is outstanding, to the John Hancock Tower and Garage at Clarendon
      Borrower.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -25-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - JOHN HANCOCK TOWER AND GARAGE AT CLARENDON
- --------------------------------------------------------------------------------

o     PROPERTY MANAGEMENT. Broadway Real Estate Services LLC, an affiliate of
      the John Hancock Tower and Garage at Clarendon Borrower, is the property
      manager for the Hancock Tower/Garage Properties. The lender may replace
      the property manager (i) if an event of default under the loan documents
      is continuing, (ii) if manager is in material default under the management
      agreement beyond applicable notice and cure periods, or (iii) upon the
      gross negligence, malfeasance or willful misconduct of the manager. The
      annual management fee is 3% of all rent and other income from the Hancock
      Tower/Garage Properties.

o     MEZZANINE OR SUBORDINATE INDEBTEDNESS. A mezzanine loan in the original
      principal amount of $723,806,033 (the "INITIAL HANCOCK TOWER/GARAGE
      MEZZANINE LOAN") was co-originated by Greenwich Capital Financial
      Products, Inc. and Lehman Brothers Holdings, Inc. to the sole member of
      the John Hancock Tower and Garage at Clarendon Borrower and various other
      affiliates of the John Hancock Tower and Garage at Clarendon Borrower on
      the closing date of the John Hancock Tower and Garage at Clarendon Loan.
      The Initial Hancock Tower/Garage Mezzanine Loan is secured by the sole
      member's equity interests in the John Hancock Tower and Garage at
      Clarendon Borrower and certain equity interests in affiliated borrowers
      under mortgage loans secured by five other mortgaged properties not
      included in the trust. The Initial Hancock Tower/Garage Mezzanine Loan has
      an initial term which expires January 6, 2008 and has two 6-month
      extension options. As a condition to the exercise of an extension option,
      the borrowers under the Initial Hancock Tower/Garage Mezzanine Loan must
      cause the John Hancock Tower and Garage at Clarendon Borrower to deposit
      the CapEx Replenishment Amount and the Rollover Replenishment Amount with
      the lender. The Initial Hancock Tower/Garage Mezzanine Loan requires
      payments of interest only for its term (including extensions) and bears
      interest at a floating rate of 3.94% over LIBOR (provided that the
      "bottom" $300 million of the Initial Hancock Tower/Garage Mezzanine Loan
      is subject to a LIBOR floor of 5.00%). The Initial Hancock Tower/Garage
      Mezzanine Loan is subject to cash management controls as set forth in the
      loan agreement for the Initial Hancock Tower/Garage Mezzanine Loan. The
      lenders of the mortgage loans and the mezzanine lender entered into an
      intercreditor agreement whereby all payments due under the Initial Hancock
      Tower/Garage Mezzanine Loan are subordinate to any and all payments
      required under the senior mortgage loan documents. Under that related
      intercreditor agreement, the mezzanine lender has the right to cure a
      default under the senior loan documents. In certain circumstances, the
      mezzanine lender may purchase the John Hancock Tower and Garage at
      Clarendon Loan from the trust, generally with the payment of, among other
      things, prepayment penalties. The senior lender is restricted from certain
      amendments to the John Hancock Tower and Garage at Clarendon Loan
      documents without the consent of the holder of the Initial Hancock
      Tower/Garage Mezzanine Loan. Upon the occurrence of an event of default
      under the mezzanine loan documents, the mezzanine lender may foreclose
      upon the membership interests in any senior borrower, which could result
      in a change of control with respect to the John Hancock Tower and Garage
      at Clarendon Borrower and could result in a change in the management of
      the Hancock Tower/Garage Properties. The intercreditor agreement prohibit
      transfers of more than 49% of the mezzanine lender's interest in the
      Initial Hancock Tower/Garage Mezzanine Loan unless such transfer is to a
      "qualified transferee" under the intercreditor agreement (together with
      the satisfaction of certain other conditions) or rating agency approval
      has been obtained.

      After the Initial Hancock Tower/Garage Mezzanine Loan has been paid in
      full, the direct or indirect holder(s) of the equity interests in the John
      Hancock Tower and Garage at Clarendon Borrower is permitted to obtain a
      new mezzanine loan, subject to satisfaction of certain conditions set
      forth in the loan documents for the John Hancock Tower and Garage at
      Clarendon Loan, including but not limited to, (i) such mezzanine loan is
      from an approved mezzanine lender, (ii) the combined loan to then "as-is"
      appraised value of the Hancock Tower/Garage Properties is less than 75%,
      (iii) the combined DSCR on the John Hancock Tower and Garage at Clarendon
      Loan and the proposed mezzanine loan is no less than 1.15x (provided that
      this DSCR condition may


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -26-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - JOHN HANCOCK TOWER AND GARAGE AT CLARENDON
- --------------------------------------------------------------------------------

      be satisfied by the delivery by the John Hancock Tower and Garage at
      Clarendon Borrower of an acceptable letter of credit in an amount equal to
      the amount which, if applied to the John Hancock Tower and Garage at
      Clarendon Loan, would reduce the outstanding principal balance of the John
      Hancock Tower and Garage at Clarendon Loan by an amount necessary to
      achieve a combined DSCR of 1.15x), (iv) the proposed mezzanine loan has a
      term expiring on or after the stated maturity date of John Hancock Tower
      and Garage at Clarendon Loan, (v) the mezzanine lender enters into an
      intercreditor agreement with the lender which is reasonably acceptable to
      the rating agencies, (vi) the proposed mezzanine loan is secured only by
      collateral that is not collateral of the John Hancock Tower and Garage at
      Clarendon Loan, (vii) the proposed mezzanine loan creates no obligations
      or liabilities on the part of the John Hancock Tower and Garage at
      Clarendon Borrower and results in no liens on the Hancock Tower/Garage
      Properties, (viii) the proposed mezzanine loan is otherwise on terms and
      conditions reasonably acceptable to the lender and evidenced by the loan
      documents reasonably approved by the lender and (ix) the proposed
      mezzanine loan will not result in the downgrade, qualification or
      withdrawal of the ratings of the offered certificates.

o     TERRORISM INSURANCE. The Hancock Tower/Garage Properties are insured
      against acts of terrorism as part of the borrower's "all-risk" property
      coverage. The loan documents require the John Hancock Tower and Garage at
      Clarendon Borrower to maintain terrorism insurance in an amount equal to
      100% of the full replacement cost of the John Hancock Tower and Garage at
      Clarendon Property, provided that such coverage is available. In the event
      terrorism insurance is not included as part of the "all risk" property
      policy, the John Hancock Tower and Garage at Clarendon Borrower will be
      required to purchase terrorism insurance at a cost up to $2,585,258,
      adjusted annually by a percentage equal to the increase in the "consumer
      price index" ("TERRORISM PREMIUM CAP"). If the insurance premiums for such
      policy exceed the Terrorism Premium Cap, the lender may, at its option (1)
      purchase such stand-alone terrorism insurance policy, and require that the
      John Hancock Tower and Garage at Clarendon Borrower pay the portion of the
      premiums equal to the Terrorism Premium Cap or (2) modify the deductible
      amounts, policy limits and other required policy terms to reduce the
      insurance premiums payable with respect to such stand-alone terrorism
      policy to the Terrorism Premium Cap. See "Risk Factors--Risk Related to
      the Underlying Mortgage Loans--The Absence of or Inadequacy of Insurance
      Coverage on the Mortgaged Properties May Adversely Affect Payments on Your
      Certificates" in the prospectus supplement.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -27-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - 590 MADISON AVENUE
- --------------------------------------------------------------------------------


                      [PHOTO OF 590 MADISON AVENUE OMITTED]


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -28-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - 590 MADISON AVENUE
- --------------------------------------------------------------------------------


                       [MAP OF 590 MADISON AVENUE OMITTED]


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -29-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - 590 MADISON AVENUE
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                              PROPERTY INFORMATION

Number of Mortgaged Real Properties                                            1
Location (City/State)                                         New York, New York
Property Type                                                             Office
Size (sf)                                                              1,005,330
Percentage Leased as of January 1, 2007                                    96.1%
Year Built/Year Renovated                                       1983 / 2000-2006
Appraisal Value                                                   $1,300,000,000
Underwritten Occupancy                                                     95.0%
Underwritten Revenues                                               $100,423,810
Underwritten Total Expenses                                          $35,450,346
Underwritten Net Operating Income (NOI)                              $64,973,464
Underwritten Net Cash Flow (NCF)                                     $61,864,409

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

- --------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION

Originator                                                                 GSCMC
Cut-off Date Principal Balance                                      $350,000,000
Cut-off Date Principal Balance PSF/Unit                                  $348.14
Percentage of Initial Mortgage Pool Balance                                 5.3%
Number of Mortgage Loans                                                       1
Type of Security                                                      Fee Simple
Mortgage Rate                                                             5.455%
Original Term to Maturity (Months)                                           120
Original Amortization Term (Months)                                Interest Only
Cut-off Date LTV Ratio                                                     26.9%
LTV Ratio at Maturity                                                      26.9%
Underwritten DSCR on NOI                                                   3.35x
Underwritten DSCR on NCF                                                   3.19x
Shadow Rating(1)                                                   "AAA/Aaa/AAA"
- --------------------------------------------------------------------------------

(1)   Fitch, Moody's and S&P have confirmed that the 590 Madison Avenue Loan
      has, in the context of its inclusion in the trust, credit characteristics
      consistent with that of an obligation rated "AAA" by Fitch, "Aaa" by
      Moody's and "AAA" by S&P.

o     THE LOAN. The mortgage loan (the "590 MADISON AVENUE LOAN") is evidenced
      by a note in the original principal amount of $350,000,000 and is secured
      by a first mortgage encumbering an office building in New York, New York
      (the "590 MADISON AVENUE PROPERTY"). The 590 Madison Avenue Loan was
      originated by Goldman Sachs Commercial Mortgage Capital, L.P. and
      subsequently purchased by Goldman Sachs Mortgage Company. The 590 Madison
      Avenue Loan was originated on January 25, 2007 and represents
      approximately 5.3% of the initial mortgage pool balance and approximately
      5.8% of the initial sub-pool 1 balance. The note evidencing the 590
      Madison Avenue Loan has an original principal balance and outstanding
      principal balance as of the cut-off date of $350,000,000, and an interest
      rate of 5.455%. The proceeds of the 590 Madison Avenue Loan were used to
      refinance existing debt.

      The 590 Madison Avenue Loan had an initial term of 120 months, has a
      remaining term of 119 months and requires payments of interest only until
      maturity. The scheduled maturity date is the payment date in February
      2017. Voluntary prepayment of the 590 Madison Avenue Loan is prohibited
      until the payment date in November 2016. Defeasance with direct,
      non-callable obligations of the United States of America is permitted at
      any time after the second anniversary of the securitization closing date.

o     THE PROPERTY. The 590 Madison Avenue Property is a 42-story Class A
      multi-tenant office building containing 1,005,330 sf of net rentable area
      located in New York, New York on Madison Avenue between East 56th Street
      and East 57th Street. Built in 1983, the building has undergone renovation
      and upgrades, including a roof system renovation in 2000 and an elevator
      renovation in 2001, with approximately $9.6 million spent on major capital
      improvements since 2000.

      The 590 Madison Avenue Property is 96.1% occupied as of January 1, 2007,
      primarily by nationally recognized tenants in the securities, law, and
      financial services industries, such as IBM (168,812 sf), Akin, Gump,
      Strauss, Hauer & Feld (164,290 sf), Ladenburg Thalmann & Co. (91,159 sf),
      and PB Capital (75,215 sf).


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -30-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - 590 MADISON AVENUE
- --------------------------------------------------------------------------------

      The following table presents certain information relating to the major
      tenants at the 590 Madison Avenue Property:

           LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT



                                                                                               ANNUALIZED
                                                                ANNUALIZED     % OF TOTAL     UNDERWRITTEN
                            CREDIT RATING                      UNDERWRITTEN    ANNUALIZED       BASE RENT
                           (FITCH/MOODY'S/   TENANT     % OF    BASE RENT      UNDERWRITTEN      ($ PER         LEASE
       TENANT NAME             S&P)(1)       NRSF(2)    NRSF      ($)(2)        BASE RENT       NRSF)(2)      EXPIRATION
- ------------------------   --------------- ---------   ------  ------------    ------------   -------------   -----------

Akin, Gump, Strauss,          NR/NR/NR       164,290    16.3%   $13,457,725       20.0%          $82.54           (3)
   Hauer & Feld
IBM                           AA-/A1/A+      168,812    16.8%     9,846,344       14.7%           62.00        8/31/2014
Ladenburg Thalmann & Co.      NR/NR/NR        91,159     9.1%     4,491,400        6.7%           50.00        6/30/2015
Lovells                       NR/NR/NR        60,273     6.0%     3,978,018        5.9%           66.00        2/28/2016
PB Capital                     A/A1/A         75,215     7.5%     3,755,691        5.6%           51.00        11/30/2010
Smith Barney                 AA+/Aa1/AA-      47,996     4.8%     2,975,752        4.4%           62.00           (4)
UBS                          AA+/Aa2/AA+      32,429     3.2%     2,756,465        4.1%           85.00        11/30/2016
Frank Russell Capital        AAA/Aa1/AAA      25,169     2.5%     2,404,758        3.6%           97.66        12/31/2014
Bank of America              AA-/Aa2/AA-      24,624     2.4%     2,339,280        3.5%           95.00        12/31/2011
HQ Global Workspaces          NR/NR/NR        24,533     2.4%     2,207,970        3.3%           90.00        11/30/2012
                                           ---------   ------  ------------    ------------   -------------
TOTAL LARGEST OFFICE                         714,500    71.1%   $48,213,403       71.8%          $67.48
   TENANTS
Remaining Office Tenants                     209,521    20.8%    14,711,850       21.9%           70.22
Vacant Office Space                           38,890     3.9%             0        0.0%            0.00
                                           ---------   ------  ------------    ------------   -------------
TOTAL OFFICE                                 962,911    95.8%   $62,925,253       93.7%          $68.10
TOTAL RETAIL                                  42,419     4.2%     4,226,281        6.3%           99.63
                                           ---------   ------  ------------    ------------   -------------
TOTAL BUILDING                             1,005,330   100.0%   $67,151,534      100.0%          $69.48
                                           =========   ======  ============    ============   =============


_____________________
(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

(2)   Storage space for Akin, Gump, Strauss, Hauer & Feld (1,238 sf), IBM
      (10,000 sf), Ladenburg Thalmann & Co. (1,331 sf), PB Capital (1,574 sf),
      and Frank Russell Capital (545 sf) is included in tenant sf but not in
      underwritten base rent and underwritten base rent psf calculations.
      Storage rent is broken out separately from office rent.

(3)   Akin, Gump, Strauss, Hauer & Feld has 16 leases with one lease expiring on
      12/31/07 (8,668 sf), three leases expiring on 1/31/08 (25,056 sf), one
      lease expiring on 7/31/08 (6,885 sf), and 11 leases expiring on 11/30/12
      (123,681 sf).

(4)   Smith Barney has two leases with one lease expiring on 7/31/2015 (23,887
      sf) and one lease expiring on 12/31/2015 (24,109 sf).

      The following table presents certain information relating to the lease
      rollover schedule at the 590 Madison Avenue Property:

                         LEASE EXPIRATION SCHEDULE(1)(2)



                                                                                       % OF TOTAL      ANNUALIZED
                                                       CUMULATIVE     ANNUALIZED       ANNUALIZED     UNDERWRITTEN
    YEAR ENDING             EXPIRING     % OF TOTAL     OF TOTAL     UNDERWRITTEN     UNDERWRITTEN      BASE RENT
   DECEMBER 31,               NRSF          NRSF          NRSF       BASE RENT ($)     BASE RENT      ($ PER NRSF)
- -------------------       ----------     ----------    ----------    -------------    ------------    ------------

2007                         41,565         4.1%          4.1%       $ 2,564,894           3.8%         $ 61.71
2008                         76,582         7.6%         11.8%         5,740,115           8.5%           74.95
2009                         13,171         1.3%         13.1%           910,224           1.4%           69.11
2010                        104,462        10.4%         23.5%         5,828,061           8.7%           55.79
2011                         64,826         6.4%         29.9%         5,553,977           8.3%           85.68
2012                        195,785        19.5%         49.4%        14,799,231          22.0%           75.59
2013                              0         0.0%         49.4%                 0           0.0%            0.00
2014                        199,488        19.8%         69.2%        12,834,844          19.1%           64.34
2015                        147,834        14.7%         83.9%         8,445,284          12.6%           57.13
2016                         92,702         9.2%         93.1%         6,734,483          10.0%           72.65
2017 and Thereafter          30,025         3.0%         96.1%         3,740,421           5.6%          124.58
Vacant                       38,890         3.9%        100.0%                 0           0.0%            0.00
                          ----------     ----------                  -------------    ------------    ------------
TOTAL                     1,005,330       100.0%                     $67,151,534         100.0%         $ 69.48
                          ==========     ==========                  =============    ============    ============


_____________________
(1)   Calculated based on approximate square footage occupied by each tenant.

(2)   Storage space is included in square footage but excluded from underwritten
      base rent and underwritten base rent psf figures.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -31-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - 590 MADISON AVENUE
- --------------------------------------------------------------------------------

o     THE BORROWER. The borrower is 590 Madison Avenue, LLC, a single-purpose,
      single-asset entity. Legal counsel to the borrower delivered a
      non-consolidation opinion in connection with the origination of the 590
      Madison Avenue Loan. The borrower under the 590 Madison Avenue Loan is
      indirectly owned by OTR, an Ohio general partnership that acts as the duly
      authorized nominee of the Board of the State Teachers Retirement System of
      Ohio.

o     LOCK BOX AND CASH MANAGEMENT. The 590 Madison Avenue Loan requires a hard
      lockbox, which is already in place. The loan documents require the
      borrower to direct tenants to pay their rents directly to a
      lender-controlled lockbox account. The loan documents also require that
      all cash revenues relating to the property and all other money received by
      the borrower or the property manager be deposited into the lockbox account
      within one business day after receipt. Provided that no event of default
      is continuing, on each business day, all funds in the lockbox account will
      be remitted to an account specified by the borrower. During the
      continuance of an event of default under the 590 Madison Avenue Loan, all
      amounts on deposit in the lockbox account will be remitted to the lender,
      and all such amounts may be applied by lender to the obligations of the
      borrower under the 590 Madison Avenue Loan in such order of priority as
      the lender may determine.

o     PROPERTY MANAGEMENT. The 590 Madison Avenue Property is currently managed
      by Edward J. Minskoff Equities, Inc. pursuant to a management agreement.
      Under the management agreement, the borrower pays an annual management fee
      in the amount of $750,000. The lender may require the borrower to replace
      the property manager if an event of default under the 590 Madison Avenue
      Loan has occurred, the property manager becomes insolvent or upon a
      material uncured default by the property manager under the property
      management agreement.

o     MEZZANINE OR SUBORDINATE INDEBTEDNESS. The loan documents permit the
      equity owner of the borrower to incur mezzanine debt secured by a pledge
      of the equity interests in the borrower ("PERMITTED MEZZANINE DEBT"),
      provided that, among other things: (i) after giving effect to such debt,
      the combined loan-to-value ratio on the 590 Madison Avenue Loan and the
      Permitted Mezzanine Debt does not exceed 45%, and the combined debt
      service coverage ratio on the 590 Madison Avenue Loan and the Permitted
      Mezzanine Debt is at least 2.0x; (ii) the lender has received an
      acceptable subordination and intercreditor agreement; (iii) the Permitted
      Mezzanine Debt is coterminous with the 590 Madison Avenue Loan or freely
      pre-payable without premium or penalty after any applicable lockout or
      spread maintenance (provided that the lockout or spread maintenance period
      expires prior to the maturity date of the 590 Madison Avenue Loan); (iv)
      if the Permitted Mezzanine Debt bears a floating rate of interest, the
      borrower under the Permitted Mezzanine Debt maintains an interest rate cap
      agreement in a notional amount that is not less than the outstanding
      principal balance of the Permitted Mezzanine Debt; and (v) each rating
      agency has confirmed in writing that the Permitted Mezzanine Debt will not
      cause the downgrade, withdrawal or qualification of the then current
      ratings of any class of the series 2007-GG9 certificates.

o     TERRORISM INSURANCE. The loan documents require that the "all risk"
      insurance policies required to be maintained by the borrower provide
      coverage for terrorism in an amount equal to the full replacement cost of
      the 590 Madison Avenue Property. In addition, the borrower is required to
      maintain business interruption insurance covering a period of not less
      than 18 months from the occurrence of a casualty, plus an extended period
      of indemnity for 12 months after restoration. The borrower is not required
      to spend an amount in excess of two times the then-current casualty and
      business interruption insurance premium payable with respect to the 590
      Madison Avenue Property to obtain terrorism coverage. The borrower is
      permitted to maintain terrorism coverage through a blanket policy. See
      "Risk Factors--Risk Related to the Underlying Mortgage Loans--The


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -32-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - 590 MADISON AVENUE
- --------------------------------------------------------------------------------

      Absence of or Inadequacy of Insurance Coverage on the Mortgaged Properties
      May Adversely Affect Payments on Your Certificates" in the prospectus
      supplement.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -33-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - SCHRON INDUSTRIAL PORTFOLIO
- --------------------------------------------------------------------------------


                 [PHOTO OF SCHRON INDUSTRIAL PORTFOLIO OMITTED]


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -34-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - SCHRON INDUSTRIAL PORTFOLIO
- --------------------------------------------------------------------------------


                  [MAP OF SCHRON INDUSTRIAL PORTFOLIO OMITTED]


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -35-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - SCHRON INDUSTRIAL PORTFOLIO
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                              PROPERTY INFORMATION

Number of Mortgaged Real Properties                                           36
Location (City/State)                                      Long Island, New York
Property Type                                                    Industrial/Flex
Size (sf)                                                              3,521,766
Percentage Occupancy as of October 31, 2006                                90.3%
Year Built                                                               Various
Appraisal Value(1)                                                  $390,000,000
Underwritten Occupancy                                                     96.0%
Underwritten Revenues                                                $39,624,129
Underwritten Total Expenses                                          $14,840,493
Underwritten Net Operating Income (NOI)                              $24,783,636
Underwritten Net Cash Flow (NCF)                                     $22,781,996
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION

Originator                                                                 GSCMC
Cut-off Date Principal Balance                                      $305,000,000
Cut-off Date Principal Balance PSF                                        $86.60
Percentage of Initial Mortgage Pool Balance                                 4.6%
Number of Mortgage Loans                                                       1
Type of Security                                                      Fee Simple
Mortgage Rate                                                             5.546%
Original Term to Maturity (Months)                                           119
Original Amortization Term (Months)                                Interest Only
Cut-off Date LTV Ratio(1)                                                  78.2%
LTV Ratio at Maturity(1)                                                   78.2%
Underwritten DSCR on NOI                                                   1.44x
Underwritten DSCR on NCF                                                   1.32x
- --------------------------------------------------------------------------------

(1)   The Appraisal Value reflects an overall portfolio value which is greater
      than the sum of the individual appraised values.

o     THE LOAN. The mortgage loan (the "SCHRON INDUSTRIAL PORTFOLIO LOAN") is
      evidenced by a single note and is secured by 36 first mortgages
      encumbering 36 industrial properties all located on Long Island, NY (the
      "SCHRON INDUSTRIAL PORTFOLIO PROPERTIES"). The Schron Industrial Portfolio
      Loan was originated on December 28, 2006 by Goldman Sachs Commercial
      Mortgage Capital, L.P. and was subsequently purchased by Goldman Sachs
      Mortgage Company. The Schron Industrial Portfolio Loan represents
      approximately 4.6% of the initial mortgage pool balance and approximately
      5.0% of the initial sub-pool 1 balance. The note evidencing the Schron
      Industrial Portfolio Loan has an original principal balance and
      outstanding principal balance as of the cut-off date of $305,000,000, and
      has an interest rate of 5.546%. The proceeds from the Schron Industrial
      Portfolio Loan were used to refinance existing debt.

      The Schron Industrial Portfolio Loan had an initial term of 119 months,
      has a remaining term of 117 months and requires payments of interest only
      through maturity. The scheduled maturity date is the payment date in
      December 2016. Voluntary prepayment of the Schron Industrial Portfolio
      Loan is prohibited until the payment date in August 2016. Defeasance with
      direct, non-callable obligations of the United States of America is
      permitted at any time after the second anniversary of the securitization
      closing date.

o     THE PROPERTIES. The Schron Industrial Portfolio Properties are a
      diversified pool of 36 industrial/flex properties located on Long Island,
      New York that were built between 1955 and 2000. The borrowers have a fee
      simple interest in all 36 of the Schron Industrial Portfolio Properties.
      The buildings range in size from 14,334 sf to 234,969 sf with total
      rentable space of approximately 3.5 million sf, occupied by 261 tenants.
      The Schron Industrial Portfolio Properties are approximately 90.3%
      occupied as of October 31, 2006.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -36-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - SCHRON INDUSTRIAL PORTFOLIO
- --------------------------------------------------------------------------------

      The following table presents certain information relating to the Schron
      Industrial Portfolio Properties:



                                                                ALLOCATED
                                                                   LOAN
     PROPERTY NAME               CITY            STATE            AMOUNT        YEAR BUILT     SQUARE FEET     OCCUPANCY
- -------------------------   ---------------    ----------     --------------   ------------   -------------   -----------

575 Underhill Boulevard     Syosset             New York       $ 28,689,418        1967          234,969         100.0%
99 Lafayette Drive          Syosset             New York         20,729,854        1964          222,060         100.0%
600 West John Street        Hicksville          New York         18,368,225        1955          211,292          59.3%
6851 Jericho Turnpike       Syosset             New York         15,656,725        1969          143,447          84.4%
95 Horseblock Road          Yaphank             New York         14,344,709        1971          185,791          87.7%
270 Duffy Avenue            Hicksville          New York         12,857,757        1956          136,368          88.9%
100 Spence Street           Bay Shore           New York         10,321,193        1965          167,729         100.0%
717 Broadway Avenue         Holbrook            New York         10,321,193        1967          150,000         100.0%
101-125 Comac Street        Ronkonkoma          New York         10,146,258        1985           99,539          43.5%
1140 Motor Parkway          Hauppague           New York          9,796,387        1978          153,500          78.8%
200 Finn Court              Farmingdale         New York          9,009,177        1965          105,573         100.0%
725 Broadway Avenue         Holbrook            New York          8,834,241        1967          122,160         100.0%
90 13th Avenue              Ronkonkoma          New York          8,659,306        1982          107,710         100.0%
2905 Veteran's Highway      Ronkonkoma          New York          8,659,306        2000           91,200         100.0%
230 Duffy Avenue            Hicksville          New York          8,309,435        1956          122,901          72.9%
One Fairchild Court         Plainview           New York          7,609,693        1959           62,202         100.0%
511-523 Commack Road        Deer Park           New York          7,347,290        1977           85,910         100.0%
325 Duffy Avenue            Hicksville          New York          7,172,354        1970           97,220         100.0%
80 13th Avenue              Ronkonkoma          New York          6,822,484        1983           87,402         100.0%
33 Comac Loop               Ronkonkoma          New York          6,822,484        1983           73,035          96.3%
275 Marcus Boulevard        Hauppague           New York          6,297,677        1985           53,585         100.0%
1 Comac Loop                Ronkonkoma          New York          6,122,742        1980           64,453          94.2%
79 Express Street           Plainview           New York          5,597,935        1972           71,508         100.0%
92 Central Avenue           Farmingdale         New York          5,597,935        1961           73,000         100.0%
200 13th Avenue             Ronkonkoma          New York          5,597,935        1979           72,987          66.8%
360 Smith Street            Farmingdale         New York          5,510,467        1965           60,000         100.0%
450 Commack Road            Deer Park           New York          5,335,532        1964           60,005         100.0%
100 13th Avenue             Ronkonkoma          New York          5,248,064        1979           62,898         100.0%
95 Seaview Boulevard        Port Washington     New York          5,160,597        1985           51,995          96.3%
171 Milbar Boulevard        Farmingdale         New York          4,635,790        1961           62,165          73.8%
290 Duffy Avenue            Hicksville          New York          4,635,790        1974           56,697         100.0%
151-169 East 2nd Street     Huntington          New York          3,586,177        1968           44,165          57.8%
171-175 East 2nd Street     Huntington          New York          3,411,242        1969           42,466          87.5%
One Underhill Road          Glen Head           New York          3,061,371        1960           14,334         100.0%
280 Duffy Avenue            Hicksville          New York          3,061,371        1956           49,600         100.0%
939 Motor Parkway           Hauppague           New York          1,661,887        1977           21,900         100.0%
                                                              --------------                  -----------     ----------
TOTAL / AVERAGE PORTFOLIO                                      $305,000,000                    3,521,766          90.3%
                                                              ==============                  ===========     ==========



      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -37-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - SCHRON INDUSTRIAL PORTFOLIO
- --------------------------------------------------------------------------------

      The following table presents certain information relating to the major
      tenants at the Schron Industrial Portfolio Properties:

         TEN LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT



                                                                                   % OF TOTAL     ANNUALIZED
                          CREDIT RATING                             ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                       (FITCH/MOODY'S/S&P)  TENANT        % OF     UNDERWRITTEN   UNDERWRITTEN    BASE RENT       LEASE
    TENANT NAME                (1)           NRSF         NRSF       BASE RENT     BASE RENT     ($ PER NRSF)   EXPIRATION
- --------------------   ------------------  ---------   --------    ------------   ------------   ------------   ----------

 Quest Diagnostics        NR/Baa2/BBB+        76,530      2.2%     $ 1,458,455        4.6%          $19.06      10/31/2010
 Antares Information        NR/NR/NR         121,000      3.4%         968,000        3.0%            8.00      11/30/2011
 Broadvet                   NR/NR/NR         150,000      4.3%         888,000        2.8%            5.92      5/31/2016
 Cablevision Lightpath      NR/NR/NR          46,006      1.3%         833,051        2.6%           18.11      3/31/2017
 Newsday, Inc.             BB+/Ba1/BB+        88,600      2.5%         818,256        2.6%            9.24         (2)
 Danmik Enterprises         NR/NR/NR         107,729      3.1%         655,384        2.1%            6.08      8/31/2010
 American Defense           NR/NR/NR
Systems                                       77,500      2.2%         635,500        2.0%            8.20      9/30/2011
 Sam Ash Music Corp.        NR/NR/NR          61,730      1.8%         589,300        1.9%            9.55      7/31/2010
Carolina Precision          NR/NR/NR
Plastics                                      62,898      1.8%         543,152        1.7%            8.64      12/31/2006
 Seena International        NR/NR/NR         128,930      3.7%         540,217        1.7%            4.19      11/30/2007
                                           ---------   --------    ------------   ------------   ------------
TEN LARGEST TENANTS                          920,923     26.1%     $ 7,929,315       24.9%          $ 8.61
   Remaining Tenants                       2,259,442     64.2%      23,880,654       75.1%           10.57
   Vacant                                    341,401      9.7%               0        0.0%            0.00
                                           ---------   --------    ------------   ------------   ------------
TOTAL ALL TENANTS                          3,521,766    100.0%     $31,809,969      100.0%          $10.00
                                           =========   ========    ============   ============   ============


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

(2)   Newsday has two leases, with one lease at 600 West John Street expiring on
      2/28/2013 (50,000 sf) and the second lease at 360 Smith Street expiring on
      3/31/2013 (38,600 sf).

      The following table presents certain information relating to the lease
rollover schedule at the Schron Industrial Portfolio Properties:

                          LEASE EXPIRATION SCHEDULE(1)



                                                                                      % OF TOTAL          ANNUALIZED
                                                                    ANNUALIZED        ANNUALIZED         UNDERWRITTEN
                      EXPIRING      % OF TOTAL    CUMULATIVE       UNDERWRITTEN      UNDERWRITTEN         BASE RENT
YEAR                    NRSF           NRSF      OF TOTAL NRSF      BASE RENT          BASE RENT         ($ PER NRSF)
- -----------------   -----------     ----------   -------------     -------------     -------------       ------------

2006                    74,313           2.1%           2.1%        $   639,643            2.0%             $ 8.61
2007                   427,741          12.1%          14.3%          3,736,411           11.7%               8.74
2008                   354,673          10.1%          24.3%          3,919,474           12.3%              11.05
2009                   438,219          12.4%          36.8%          4,435,573           13.9%              10.12
2010                   496,429          14.1%          50.9%          5,651,060           17.8%              11.38
2011                   756,910          21.5%          72.4%          6,985,097           22.0%               9.23
2012                   116,590           3.3%          75.7%          1,424,157            4.5%              12.22
2013                   227,931           6.5%          82.1%          2,295,999            7.2%              10.07
2014                    61,387           1.7%          83.9%            555,043            1.7%               9.04
2015                    22,023           0.6%          84.5%            336,894            1.1%              15.30
2016                   158,149           4.5%          89.0%          1,048,618            3.3%               6.63
2017 & Thereafter       46,000           1.3%          90.3%            782,000            2.5%              17.00
Vacant                 341,401           9.7%         100.0%                  0            0.0%               0.00
                    -----------     ----------                     -------------     -------------       ------------
TOTAL                3,521,766         100.0%                       $31,809,969          100.0%             $10.00
                    ===========     ==========                     =============     =============       ============


(1)   Calculated based on approximate square footage occupied by each tenant.

o     THE BORROWER. The borrowers are 28 limited liability companies, each a
      single-purpose entity. Four of the borrowers, GSM LI LLC, ICA LI LLC, SAF
      LI LLC and FED LI LLC, own 28 of the Schron Industrial Portfolio
      Properties as tenants-in-common, the remaining eight properties are owned
      by various combinations


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -38-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - SCHRON INDUSTRIAL PORTFOLIO
- --------------------------------------------------------------------------------

      of the other 24 borrowers, in each case as tenants-in-common. Legal
      counsel to the borrowers has delivered a non-consolidation opinion in
      connection with the origination of the Schron Industrial Portfolio Loan. A
      majority interest in each of the borrowers under the Schron Industrial
      Portfolio Loan are indirectly owned by Rubin Schron and Abraham
      Fruchthandler, both of whom are guarantors of certain non-recourse
      carve-outs under the Schron Industrial Portfolio Loan.

o     ESCROWS. At origination, the borrowers deposited $2,870,081 into a
      deferred maintenance and $1,110,625 into an environmental escrow account
      in respect of near-term repairs and remediation at the Schron Industrial
      Portfolio Properties. The loan documents provide for monthly escrows of
      real estate taxes and insurance (excluding premiums for blanket policies
      paid in full and taxes for properties having a single tenant with a
      long-term debt rating of at least BBB- under a lease that requires such
      tenant to pay directly to the taxing authority 100% of the taxes
      attributable to the property occupied by such tenant). During a Schron
      Industrial Portfolio Cash Trap Period, the loan documents require
      additional reserves to cover tenant improvements, leasing commissions and
      capital expenditures at the Schron Industrial Portfolio Properties. In
      addition, during any such Schron Industrial Portfolio Cash Trap Period,
      all amounts remaining after the payment of debt service on the Schron
      Industrial Portfolio Loan, the funding of reserves, the payment of debt
      service on any Permitted Mezzanine Loan (see "Mezzanine or Subordinate
      Indebtedness" below) and the payment of budgeted operating expenses will
      be reserved as additional collateral for the Schron Industrial Portfolio
      Loan. A "SCHRON INDUSTRIAL PORTFOLIO CASH TRAP PERIOD" means any period
      commencing as of the end of any two consecutive fiscal quarters in which
      the debt service coverage ratio for each fiscal quarter for the prior
      twelve-month period is less than 1.10x and terminating as of the end of
      any two consecutive fiscal quarters in which the debt service coverage
      ratio of the Schron Industrial Portfolio Properties for the prior
      twelve-month period is at least 1.10x. The borrowers are also required to
      maintain a reserve of "true-up" payments made by tenants to cover
      estimated and actual expenses for which the tenants are responsible under
      their leases, to the extent any such payments are required under leases of
      the Schron Industrial Portfolio Properties (at origination, none of the
      leases required any such payment).

o     LOCKBOX AND CASH MANAGEMENT. The Schron Industrial Portfolio Loan requires
      a hard lockbox, which is already in place. The loan documents require the
      borrower to direct tenants to pay their rents directly to a lender
      controlled lockbox account. The loan documents also require that all cash
      revenues relating to the property and all other money received by the
      borrower or the property manager be deposited into the lockbox account
      within one business day after receipt. On each business day, all funds on
      deposit in the lockbox account are swept to a cash management account
      under the control of the lender. Provided no event of default or Schron
      Industrial Portfolio Cash Trap Period is continuing, all funds in the cash
      management account in excess of the monthly debt service, any reserves
      required under the loan documents, debt service on any mezzanine loan
      (discussed below) and all other amounts then due to the lender will be
      remitted to an account specified by the borrowers on each business day.
      During the continuance of an event of default under the Schron Industrial
      Portfolio Loan, the lender may apply any funds in the cash management
      account to the obligations of the borrowers under the Schron Industrial
      Portfolio Loan in such order of priority as the lender may determine.

o     PROPERTY MANAGEMENT. The Schron Industrial Portfolio Properties are
      currently managed by Long Island Industrial Management LLC, an affiliate
      of the borrowers, pursuant to a management agreement. The property manager
      of the Schron Industrial Portfolio Properties is currently entitled to a
      base management fee in an amount equal to 3% of revenues from the Schron
      Industrial Portfolio Properties. In addition, under the loan documents,
      the Schron Industrial Portfolio Properties may be managed by a manager
      other than the current manager, provided that each rating agency has
      confirmed in writing that management by that manager will not cause the
      downgrade, withdrawal or qualification of the then current ratings of any
      class of the series 2007-GG9


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -39-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - SCHRON INDUSTRIAL PORTFOLIO
- --------------------------------------------------------------------------------

      certificates. The lender may require the borrowers to replace the property
      manager if an event of default under the Schron Industrial Portfolio Loan
      has occurred, the property manager becomes insolvent or upon a material
      default by the property manager under the property management agreement.

o     MEZZANINE OR SUBORDINATE INDEBTEDNESS. The loan documents permit a direct
      or indirect equity owner of one or more of the borrowers to incur
      mezzanine debt secured by a pledge of the direct or indirect equity
      interests in the applicable borrower or borrowers ("PERMITTED MEZZANINE
      DEBT"), provided that, among other things: (i) the aggregate amount of the
      Permitted Mezzanine Debt does not exceed $50,000,000; (ii) after giving
      effect to the Permitted Mezzanine Debt, the combined loan-to-value ratio
      on the Schron Industrial Portfolio Loan and the Permitted Mezzanine Debt
      does not exceed 80%, and the combined debt service coverage ratio on the
      Schron Industrial Portfolio Loan and the Permitted Mezzanine Debt is at
      least 1.10x; (iii) the lender has received an acceptable subordination and
      intercreditor agreement; (iv) the Permitted Mezzanine Debt is coterminous
      with the Schron Industrial Portfolio Loan or freely pre-payable without
      premium or penalty after any applicable lockout or spread maintenance
      (provided that any lockout or spread maintenance period expires prior to
      the maturity date of the Schron Industrial Portfolio Loan); and (v) if the
      Permitted Mezzanine Debt bears a floating rate of interest, the borrower
      under the Permitted Mezzanine Debt maintains an interest rate cap
      agreement in a notional amount that is not less than the outstanding
      principal balance of the Permitted Mezzanine Debt.

o     TERRORISM INSURANCE. The loan documents require that the "all risk"
      insurance policies required to be maintained by the borrowers provide
      coverage for terrorism in an amount equal to the full replacement cost of
      the Schron Industrial Portfolio Properties (subject to a loss limit
      acceptable to lender in its sole discretion) as well as business
      interruption insurance covering the 18 month period from the occurrence of
      a casualty, plus an extended period of indemnity for 12 months after
      restoration. The borrowers must maintain this coverage if it is then being
      obtained by prudent owners of real estate in the United States of a
      similar type and quality and in a similar location to the Schron
      Industrial Portfolio Properties or is otherwise available for an annual
      premium of $600,000 or less (or if prudent owners are not maintaining
      coverage or if coverage is not available for an annual premium of $600,000
      or less, then the borrowers are required to obtain the amount of terrorism
      coverage available for an annual premium of $600,000). The borrowers are
      permitted to maintain such terrorism coverage through a blanket policy.
      See "Risk Factors--Risk Related to the Underlying Mortgage Loans--The
      Absence of or Inadequacy of Insurance Coverage on the Mortgaged Properties
      May Adversely Affect Payments on Your Certificates" in the prospectus
      supplement.

o     SUBSTITUTION OF COLLATERAL. Provided no event of default is then
      continuing under the Schron Industrial Portfolio Loan, the borrowers are
      permitted until December 28, 2015 to substitute individual Schron
      Industrial Portfolio Properties with other qualified properties, subject
      to the requirements set forth in the loan agreement, including the
      following: (i) substitutions, when aggregated with all permitted releases
      (see "Release of Collateral" below), (a) may not exceed 20% of the Schron
      Industrial Portfolio Loan without written confirmation from each rating
      agency that the substitution would not cause the downgrade, withdrawal or
      qualification of the then current ratings of any class of the series
      2007-GG9 certificates and (b) may not exceed 30% of the Schron Industrial
      Portfolio Loan under any circumstances; (ii) the market value of the
      substitute property at the time of substitution must equal or exceed the
      market value at origination of the Schron Industrial Portfolio Property it
      replaces; (iii) the debt service coverage ratio after giving effect to the
      replacement must exceed the debt service coverage ratio at origination;
      (iv) after giving effect to the substitution the number of individual
      properties shall not be less than 75% of the individual properties prior
      to the substitution; and (v) certain conditions relating to the quality of
      tenancies at the replacement property must be satisfied (including minimum
      tenant credit ratings, limits on square footage utilized as office or
      showroom space and limits on any single tenant's percentage contribution
      to net operating income).


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -40-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - SCHRON INDUSTRIAL PORTFOLIO
- --------------------------------------------------------------------------------

o     RELEASE OF COLLATERAL. Provided no event of default is then continuing
      under the Schron Industrial Portfolio Loan, at any time beginning on the
      payment date in July 2007, the borrower may obtain the release of one or
      more of the Schron Industrial Portfolio Properties from the liens of the
      loan documents, provided that, among other things (i) the aggregate amount
      of substituted and released properties does not exceed $50,000,000, (ii)
      at the time of such release, borrower makes a prepayment of the Schron
      Industrial Portfolio Loan in an amount equal to the greater of (x) 90% of
      the gross purchase price paid by a third-party purchaser of the applicable
      property and (y) 125% of the portion of the Schron Industrial Portfolio
      Loan allocable to the released property, which prepayment shall be
      accompanied by a yield maintenance premium and (iii) except with respect
      to the release of the Schron Industrial Portfolio Properties known as 95
      Seaview Boulevard and 95 Horseblock Road occurring prior to December 28,
      2011, (a) the debt service coverage ratio for the 12 months ending on the
      most recently ended fiscal quarter (calculated to give effect to the
      release) must be equal to or greater than the debt service coverage ratio
      immediately prior to the release, (b) the ratio of the outstanding
      principal balance of the Schron Industrial Portfolio Loan to the aggregate
      value of the remaining Schron Industrial Portfolio Properties may not
      increase and (c) each rating agency must confirm in writing that such
      release will not cause the downgrade, withdrawal or qualification of the
      then current ratings of any class of the series 2007-GG9 certificates.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -41-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - 667 MADISON AVENUE
- --------------------------------------------------------------------------------


                      [PHOTO OF 667 MADISON AVENUE OMITTED]


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -42-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - 667 MADISON AVENUE
- --------------------------------------------------------------------------------


                       [MAP OF 667 MADISON AVENUE OMITTED]


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -43-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - 667 MADISON AVENUE
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                              PROPERTY INFORMATION

Number of Mortgaged Real Properties                                            1
Location (City/State)                                         New York, New York
Property Type                                                             Office
Size (sf)                                                                250,731
Percentage Leased as of January 1, 2007                                   100.0%
Year Built                                                                  1988
Appraisal Value                                                     $470,000,000
Underwritten Occupancy                                                     97.2%
Underwritten Revenues                                                $39,687,218
Underwritten Total Expenses                                          $10,883,141
Underwritten Net Operating Income (NOI)                              $28,804,077
Underwritten Net Cash Flow (NCF)                                     $27,588,806

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

- --------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION

Originator                                                                 GSCMC
Cut-off Date Principal Balance                                      $250,000,000
Cut-off Date Principal Balance PSF/Unit                                  $997.08
Percentage of Initial Mortgage Pool Balance                                 3.8%
Number of Mortgage Loans                                                       1
Type of Security                                                      Fee Simple
Mortgage Rate                                                              5.64%
Original Term to Maturity (Months)                                           120
Original Amortization Term (Months)                                Interest Only
Cut-off Date LTV Ratio                                                     53.2%
LTV Ratio at Maturity                                                      53.2%
Underwritten DSCR on NOI                                                   2.01x
Underwritten DSCR on NCF                                                   1.92x
- --------------------------------------------------------------------------------

o     THE LOAN. The mortgage loan (the "667 MADISON AVENUE LOAN") is evidenced
      by a note in the original principal amount of $250,000,000 and is secured
      by a first mortgage encumbering an office building in New York, New York
      (the "667 MADISON AVENUE PROPERTY"). The 667 Madison Avenue Loan was
      originated by Goldman Sachs Commercial Mortgage Capital, L.P. and
      subsequently purchased by Goldman Sachs Mortgage Company. The 667 Madison
      Avenue Loan was originated on January 16, 2007 and represents
      approximately 3.8% of the initial mortgage pool balance and approximately
      4.1% of the initial sub-pool 1 balance. The note evidencing the 667
      Madison Avenue Loan has an original principal balance and outstanding
      principal balance as of the cut-off date of $250,000,000, and has an
      interest rate of 5.64%. The proceeds of the 667 Madison Avenue Loan were
      used to refinance existing debt.

      The 667 Madison Avenue Loan had an initial term of 120 months, has a
      remaining term of 119 months and requires payments of interest only until
      maturity. The scheduled maturity date is the payment date in February
      2017. Voluntary prepayment of the 667 Madison Avenue Loan is prohibited
      until the payment date in November 2016. Defeasance with direct,
      non-callable obligations of the United States of America is permitted at
      any time after the second anniversary of the securitization closing date.

o     THE PROPERTY. The 667 Madison Avenue Property is a 25-story Class A
      multi-tenant office building with ground floor retail space, comprising a
      total of 250,731 sf of net rentable area located in New York, New York.
      Built in 1988 by Hartz Mountain Industries, Inc., the building is situated
      at the intersection of Madison Avenue and East 61st Street in the
      Madison/Fifth submarket of midtown Manhattan, and provides views of
      Central Park and access to one of New York City's residential and retail
      districts.

      The 667 Madison Avenue Property is 100% occupied as of January 2007, by
      tenants in the financial services and insurance industries, such as Loews
      Corporation (37,900 sf), Gruss & Co, Inc. (20,212 sf), and Quellos Group,
      LLC (15,587 sf). Loews Corporation and retail tenants Corning, Inc. and
      Cole-Haan (guaranteed by Nike Inc.) represent approximately 29% of base
      rental revenue.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -44-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - 667 MADISON AVENUE
- --------------------------------------------------------------------------------

      The following table presents certain information relating to the major
      tenants at the 667 Madison Avenue Property:

           LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT



                                                                                     % OF TOTAL     ANNUALIZED
                               CREDIT RATING                         ANNUALIZED      ANNUALIZED    UNDERWRITTEN
                              (FITCH/MOODY'S/S   TENANT     % OF    UNDERWRITTEN    UNDERWRITTEN    BASE RENT       LEASE
       TENANT NAME                 &P)(1)         NRSF      NRSF    BASE RENT ($)    BASE RENT     ($ PER NRSF)   EXPIRATION
- ---------------------------   ----------------   -------   ------   -------------   ------------   ------------   ----------

Corning Inc.                    BBB/Baa2/BBB      12,516     5.0%   $ 3,574,921        14.4%         $285.63      1/31/2013
Loews Corporation                  A/A3/A         37,900    15.1%     2,084,500         8.4%           55.00      5/31/2012
Quellos Group LLC                 NR/NR/NR        15,587     6.2%     1,546,504         6.2%           99.22      8/31/2010
Cole-Haan Company Store           NR/A2/A+         3,580     1.4%     1,511,476         6.1%          422.20      1/31/2013
Gruss & Co., Inc.                 NR/NR/NR        20,212     8.1%     1,407,015         5.7%           69.61      5/31/2014
BSL Capital                       NR/NR/NR         8,400     3.4%     1,176,000         4.7%          140.00      4/30/2017
Mark Asset Management Corp.       NR/NR/NR        10,300     4.1%     1,133,000         4.6%          110.00      6/30/2014
Crestview Advisors, LLC           NR/NR/NR        10,300     4.1%     1,116,520         4.5%          108.40      8/31/2014
Sciens Management LLC             NR/NR/NR        14,444     5.8%     1,070,400         4.3%           74.11      4/30/2014
Makgal, Ltd.                      NR/NR/NR         5,354     2.1%     1,024,970         4.1%          191.44      8/31/2017
                                                 -------   ------   -------------   ------------   ------------
TOTAL LARGEST TENANTS                            138,593    55.3%   $15,645,306        62.9%         $112.89
Other Tenants                                    112,138    44.7%     9,236,157        37.1%           82.36
Vacant Space                                           0     0.0%             0         0.0%            0.00
                                                 -------   ------   -------------   ------------   ------------
TOTAL ALL TENANTS                                250,731   100.0%   $24,881,463       100.0%         $ 99.24
                                                 =======   ======   =============   ============   ============


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

      The following table presents certain information relating to the lease
      rollover schedule at the 667 Madison Avenue Property:

                          LEASE EXPIRATION SCHEDULE(1)



                                                                            % OF TOTAL     ANNUALIZED
                                              CUMULATIVE    ANNUALIZED      ANNUALIZED    UNDERWRITTEN
    YEAR ENDING       EXPIRING   % OF TOTAL    OF TOTAL    UNDERWRITTEN    UNDERWRITTEN    BASE RENT
   DECEMBER 31,         NRSF        NRSF         NRSF      BASE RENT ($)    BASE RENT     ($ PER NRSF)
- -------------------   --------   ----------   ----------   -------------   ------------   ------------

2007                    5,020        2.0%         2.0%      $   301,200         1.2%        $ 60.00
2008                   31,124       12.4%        14.4%        2,018,194         8.1%          64.84
2009                   15,558        6.2%        20.6%        1,314,824         5.3%          84.51
2010                   24,264        9.7%        30.3%        2,498,544        10.0%         102.97
2011                        0        0.0%        30.3%                0         0.0%           0.00
2012                   45,900       18.3%        48.6%        2,924,500        11.8%          63.71
2013                   30,296       12.1%        60.7%        5,996,333        24.1%         197.92
2014                   57,755       23.0%        83.7%        4,959,590        19.9%          85.87
2015                    7,235        2.9%        86.6%          843,200         3.4%         116.54
2016                   19,825        7.9%        94.5%        1,824,109         7.3%          92.01
2017 and Thereafter    13,754        5.5%       100.0%        2,200,970         8.8%         160.02
Vacant                      0        0.0%       100.0%                0         0.0%           0.00
                      --------   ----------                -------------   ------------   ------------
TOTAL                 250,731      100.0%                   $24,881,463       100.0%        $ 99.24
                      =======    ==========                =============   ============   ============


(1)   Calculated based on approximate square footage occupied by each tenant.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -45-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - 667 MADISON AVENUE
- --------------------------------------------------------------------------------

o     THE BORROWER. The borrower is 667 Madison Avenue SPE, Inc., a
      single-purpose, single-asset entity. Legal counsel to the borrower
      delivered a non-consolidation opinion in connection with the origination
      of the 667 Madison Avenue Loan. The borrower is indirectly owned by The
      Hartz Group, Inc. Hartz Financial Corp and Hartz Financial II Corp., each
      an affiliate of The Hartz Group, Inc., are guarantors of the certain
      non-recourse carve-outs under 667 Madison Avenue Loan.

o     ESCROWS. At origination, the borrower deposited $63,200 into a reserve
      account to cover certain deferred maintenance conditions at the 667
      Madison Avenue Property. The borrower also delivered $1,358,118 into
      escrow with the lender to cover certain tenant improvements and leasing
      commissions payable with respect to the 667 Madison Avenue Property. The
      escrow was comprised of a cash reserve in the amount of $591,632 and a
      letter of credit in the amount of $766,486. The loan documents require
      monthly escrows for real estate taxes and insurance. In addition, during
      any period of time in which the borrower is not directly or indirectly
      100% owned and controlled by The Hartz Group, Inc., the loan documents
      require the reserve of monthly escrows for tenant improvements, leasing
      conditions and capital expenditures.

o     LOCK BOX AND CASH MANAGEMENT. The 667 Madison Avenue Loan requires a hard
      lockbox, which is already in place. The loan documents require the
      borrower to direct tenants to pay their rents directly to a
      lender-controlled lockbox account. The loan documents also require that
      all cash revenues relating to the property and all other money received by
      the borrower or the property manager be deposited into the lockbox account
      within one business day after receipt. On each business day, all funds on
      deposit in the lockbox account are swept to a cash management account
      under the control of the lender. Provided no event of default is
      continuing, on each business day, all funds in the cash management account
      in excess of the monthly debt service, any reserves required under the
      loan documents and all other amounts then due to the lender will be
      remitted to an account specified by the borrower. During the continuance
      of an event of default under the 667 Madison Avenue Loan, the lender may
      apply any funds in the cash management account to the obligations of the
      borrower under the 667 Madison Avenue Loan in such order of priority as
      the lender may determine.

o     PROPERTY MANAGEMENT. The 667 Madison Avenue Property is currently managed
      by Hartz Mountain Industries, Inc., an affiliate of the borrower, pursuant
      to a management agreement. Under the management agreement, the borrower
      pays a management fee in the amount of 3% of the revenues from the 667
      Madison Avenue Property. The lender may require the borrower to replace
      the property manager if an event of default under the 667 Madison Avenue
      Loan has occurred, the property manager becomes insolvent or upon a
      material default by the property manager under the property management
      agreement.

o     MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not permitted.

o     TERRORISM INSURANCE. The loan documents require that the "all risk"
      insurance policies required to be maintained by the borrower provide
      coverage for terrorism in an amount equal to the full replacement cost of
      the 667 Madison Avenue Property. In addition, the borrower is required to
      maintain business interruption insurance covering a period of not less
      than 18 months from the occurrence of a casualty, plus an extended period
      of indemnity for 12 months after restoration. The borrower must maintain
      this terrorism coverage if the Terrorism Risk Insurance Act of 2002
      ("TRIA") or a similar statute is in effect. If at any time TRIA or a
      similar statute is not in effect and terrorism coverage is commercially
      available, the borrower is required to maintain coverage, but is not
      required to pay a premium of more than two times the then-current property
      and business interruption insurance premium payable with respect to the
      667 Madison Avenue Property. The borrower is permitted to maintain
      terrorism coverage through a blanket policy. See "Risk Factors--Risk


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -46-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - 667 MADISON AVENUE
- --------------------------------------------------------------------------------

      Related to the Underlying Mortgage Loans--The Absence of or Inadequacy of
      Insurance Coverage on the Mortgaged Properties May Adversely Affect
      Payments on Your Certificates" in the prospectus supplement.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -47-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - TIAA REXCORP LONG ISLAND PORTFOLIO
- --------------------------------------------------------------------------------


              [PHOTO OF TIAA REXCORP LONG ISLAND PORTFOLIO OMITTED]


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -48-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - TIAA REXCORP LONG ISLAND PORTFOLIO
- --------------------------------------------------------------------------------


               [MAP OF TIAA REXCORP LONG ISLAND PORTFOLIO OMITTED]


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -49-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - TIAA REXCORP LONG ISLAND PORTFOLIO
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                              PROPERTY INFORMATION

Number of Mortgaged Real Properties                                           5
Location (City/State)                                     Long Island, New York
Property Type                                                            Office
Size (sf)                                                             1,178,081
Percent Leased as of December 8, 2006                                     88.2%

Year Built/Year Renovated                                 1984-2006 / 1999-2000
Appraisal Value                                                    $381,700,000
Underwritten Occupancy                                                    90.7%
Underwritten Revenues                                               $35,747,510
Underwritten Total Expenses                                        $ 15,436,423
Underwritten Net Operating Income (NOI)                            $ 20,311,087
Underwritten Net Cash Flow (NCF)                                   $ 19,150,039
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION

Originator                                                                 GCFP
Cut-off Date Principal Balance                                     $235,900,000
Cut-off Date Principal Balance PSF/Unit                                 $200.24
Percentage of Initial Mortgage Pool Balance                                3.6%
Number of Mortgage Loans                                                      1
Type of Security                                       Fee Simple and Leasehold
Mortgage Rate                                                            5.647%
Original Term to Maturity (Months)                                          120
Original Amortization Term (Months)                               Interest Only
Cut-off Date LTV Ratio                                                    61.8%
LTV Ratio at Maturity                                                     61.8%
Underwritten DSCR on NOI                                                  1.50x
Underwritten DSCR on NCF                                                  1.41x
- --------------------------------------------------------------------------------

o     THE LOAN. The mortgage loan (the "TIAA REXCORP LONG ISLAND PORTFOLIO
      LOAN") is evidenced by a single note and is secured by first mortgages
      encumbering five class A office buildings located on Long Island, New York
      consisting of 1,178,081 sf (the "TIAA REXCORP LONG ISLAND PROPERTIES").
      The TIAA RexCorp Long Island Portfolio Loan represents approximately 3.6%
      of the initial mortgage pool balance and 3.9% of the initial sub-pool 1
      balance. The TIAA RexCorp Long Island Portfolio Loan was originated on
      January 25, 2007, has an original principal balance and a principal as of
      the cut-off date of $235,900,000, and has an interest rate of 5.647% per
      annum. The DSCR and LTV on the TIAA RexCorp Long Island Portfolio Loan are
      1.41x and 61.8%, respectively. The proceeds of the TIAA RexCorp Long
      Island Portfolio Loan were used by the borrower to acquire the TIAA
      RexCorp Long Island Properties along with 10 other properties for a total
      portfolio acquisition price of approximately $1.14 billion.

      The TIAA RexCorp Long Island Portfolio Loan had an initial term of 120
      months, has a remaining term of 119 months and requires payments of
      interest only for the entire term. The scheduled maturity date is February
      6, 2017. Voluntary prepayment of the TIAA RexCorp Long Island Portfolio
      Loan is prohibited prior to the payment date of November 6, 2016 and
      permitted on such payment date and thereafter without penalty. Defeasance
      with United States government securities or certain other obligations
      backed by the full faith and credit of the United States of America is
      permitted from April 6, 2009 (the "TIAA REXCORP LONG ISLAND PORTFOLIO
      INITIAL DEFEASANCE DATE").

o     THE PROPERTIES. The TIAA RexCorp Long Island Properties consist of five
      office properties on Long Island, New York. The following table presents
      certain information relating to the TIAA RexCorp Long Island Properties:



                                                                             YEAR BUILT /   PERCENT
                                                   ALLOCATED                     YEAR       LEASED
        PROPERTY NAME              LOCATION       LOAN AMOUNT    SIZE (SF)    RENOVATED     12/2006
- ------------------------------   -------------   -------------   ---------   ------------   -------

58 South Service Road            Melville, NY    $  76,000,000     298,429       2001        83.1%
68 South Service Road            Melville, NY       70,000,000     300,218       2006        84.8%
395 North Service Road           Melville, NY       39,000,000     198,789       1988        98.9%
50 Charles Lindbergh Boulevard   Uniondale, NY      27,400,000     235,958    1984/2000      92.5%
48 South Service Road            Melville, NY       23,500,000     144,687    1986/1999      83.8%
                                                 -------------   ---------                  -------
TOTAL / AVERAGE                                  $ 235,900,000   1,178,081                   88.2%


      58 SOUTH SERVICE ROAD is a four-story, 298,429 sf class-A office building
      located in Melville, New York. Built in 2001, amenities at the property
      include a concierge and a cafe. The buildings located at 58 South Service
      Road and 68 South Service Road are collectively known as RexCorp Executive
      Park. Parking is provided at a ratio of 4.0 spaces per 1,000 sf. Major
      tenants at the property include Zurich American Insurance (21% of


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -50-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - TIAA REXCORP LONG ISLAND PORTFOLIO
- --------------------------------------------------------------------------------

      NRA), Salomon Smith Barney (13% of NRA) and Hain Celestial Group (12% of
      NRA). The property is subject to a local government program of payment in
      lieu of taxes (often known as a PILOT program), which expires on February
      28, 2012.

      68 SOUTH SERVICE ROAD is four-story, 300,218 sf class-A office building
      built in 2006 and located in Melville, New York. The building is situated
      on a 14.6-acre site and has a parking a ratio of 8.0 spaces per 1,000 sf.
      Amenities at the property include a concierge. Tenants at the property
      include Citibank (65.5% of the building's NRA) and HQ Global (12% NRA).
      The property is subject to a PILOT program, which expires on February 28,
      2012.

      395 NORTH SERVICE ROAD is a four-story, 198,789 sf class-A office building
      located in Melville, New York. Built in 1988, the building is located in
      the Broadhollow Melville Corridor, a central location in Long Island, New
      York. Amenities at the property include a conferencing facility and a
      fitness center. Parking is provided at a ratio of 4.0 spaces per 1,000 sf.
      Major tenants at the property include JP Morgan Chase (26% of NRA) and
      Ernst & Young (13% of NRA). The 7.5-acre site is leased from BEWCO Corp.
      under a ground lease that commenced June 15, 1985 and which has an
      expiration date of June 14, 2033. A new ground lease agreement executed in
      1987 is expected to commence on June 15, 2033 and expire on June 14, 2081.
      The current ground rent payment is $393,550 per annum ($52,473/acre).
      Payments under the ground lease are subject to adjustment every 10 years
      based on the appraised value of the land as if vacant, subject to a
      minimum and maximum rent per acre. The next ground rent adjustment is
      effective June 2010, with a minimum rent per acre of $30,000 and a maximum
      of $65,000 per acre per annum.

      50 CHARLES LINDBERGH BOULEVARD is a six-story, 235,958 sf Class A office
      building known as Nassau West Corporate Center and located in Uniondale,
      New York. The property was constructed in 1984. Amenities include a cafe
      and health club. Parking is provided at a ratio of 5.0 spaces per 1,000
      sf. The largest tenants are Liberty Mutual Insurance (13% of NRA) and HQ
      Global Workplaces (13% of NRA). The 9.125-acre site is leased from the
      County of Nassau under a ground lease that commenced in 1981 and has an
      initial expiration date of June 27, 2018 with five additional 10 year
      options followed by one 14 year option. The current ground rent payment is
      $182,500 ($20,000/acre), increasing to $205,312 per annum ($22,500/acre)
      in July 2008 for the remainder of the term, including extensions.

      48 SOUTH SERVICE ROAD is a four-story, 144,687 sf class-A office building
      located in Melville, New York. Built in 1986, the building features a
      fitness center and conferencing center. Parking is provided at a ratio of
      4.0 spaces per 1,000 sf. The largest tenant at the property is New York
      Community Bank (29% of NRA).


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -51-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - TIAA REXCORP LONG ISLAND PORTFOLIO
- --------------------------------------------------------------------------------

      The following table presents certain information relating to the major
tenants at the TIAA RexCorp Long Island Properties:



                                                                                       % OF TOTAL     ANNUALIZED
                             CREDIT RATING                             ANNUALIZED      ANNUALIZED    UNDERWRITTEN
                            (FITCH/MOODY'S/    TENANT                 UNDERWRITTEN    UNDERWRITTEN    BASE RENT
       TENANT NAME              S&P)(1)         NRSF      % OF NRSF   BASE RENT ($)    BASE RENT      ($ PER SF)    LEASE EXPIRATION
- -------------------------   ---------------   ---------   ---------   -------------   ------------   ------------   ----------------

Citibank                      AA+/Aaa/AA        241,123       20.5%      $6,133,333       21.0%         $25.44        1/1/2013 and
                                                                                                                       3/31/2022
Vytra Healthcare LI Inc.       NR/NR/NR          97,381        8.3%       2,213,880        7.6%          22.73         12/31/2007
Zurich American Insurance      NR/NR/A+          62,691        5.3%       2,194,154        7.5%          35.00          5/1/2010
HQ Global Workplaces           NR/NR/NR          66,501        5.6%       1,905,332        6.5%          28.65        6/1/2008 and
                                                                                                                       12/31/2018
JP Morgan Chase                A+/Aa3/A+         51,787        4.4%       1,854,299        6.3%          35.81         3/31/2011
TOTAL LARGEST TENANTS                           519,483       44.1%      14,300,998       48.9%          27.53
Remaining Tenants                               519,044       44.1%      14,947,928       51.1%          28.80
Vacant Space                                    139,554       11.8%
                                              ---------   ---------   -------------   ------------   ------------
TOTAL ALL TENANTS                             1,178,081      100.0%     $29,248,926      100.0%         $28.16
                                              =========   =========   =============   ============   ============


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

      The following table presents certain information relating to the lease
rollover schedule at the TIAA RexCorp Long Island Properties:




                                          LEASE EXPIRATION SCHEDULE(1)

                                                                                       % OF TOTAL     ANNUALIZED
                                                                       ANNUALIZED      ANNUALIZED    UNDERWRITTEN
                             EXPIRING       % OF       CUMULATIVE     UNDERWRITTEN    UNDERWRITTEN    BASE RENT
 YEAR ENDING DECEMBER 31,      NRSF      TOTAL NRSF   OF TOTAL NRSF   BASE RENT ($)    BASE RENT      ($ PER SF)
- --------------------------   ---------   ----------   -------------   -------------   ------------   ------------

2007(2)                        152,718      13.0%         13.0%         $3,897,706        13.3%         $25.52
2008                            61,150       5.2%         18.2%          1,258,360         4.3%          20.58
2009                            65,867       5.6%         23.7%          1,974,177         6.7%          29.97
2010                           177,645      15.1%         38.8%          5,919,885        20.2%          33.32
2011                            79,662       6.8%         45.6%          2,822,527         9.7%          35.43
2012                            64,849       5.5%         51.1%          2,259,202         7.7%          34.84
2013                            72,956       6.2%         57.3%          2,364,114         8.1%          32.40
2014                            48,651       4.1%         61.4%          1,476,632         5.0%          30.35
2015                                 0       0.0%         61.4%                  0         0.0%           0.00
2016                            29,113       2.5%         63.9%            909,162         3.1%          31.23
2017 & Thereafter              285,916      24.3%         88.2%          6,367,161        21.8%          22.27
Vacant                         139,554      11.8%        100.0%                  0         0.0%              0
                             ---------   ----------                   -------------   ------------   ------------
TOTAL                        1,178,081     100.0%                      $29,248,926       100.0%         $28.16


(1)   Calculated based on approximate square footage occupied by each tenant.

o     THE BORROWER. The borrowers (collectively the "TIAA REXCORP LONG ISLAND
      BORROWERS") are 4 single-asset, special-purpose, bankruptcy-remote
      entities, each with an independent director (there are a total of 5
      properties; one of the TIAA RexCorp Long Island Borrowers owns two of the
      properties). Legal counsel to each of the TIAA RexCorp Long Island
      Borrowers delivered a non-consolidation opinion in connection with the
      origination of the TIAA RexCorp Long Island Portfolio Loan. The sponsor of
      the TIAA RexCorp Long Island Borrowers is Tri-State Prime Property Venture
      LLC ("PRIME") which is the guarantor under the non-recourse carveouts for
      the TIAA RexCorp Long Island Portfolio Loan. A subsidiary of Teachers
      Insurance and Annuity Association - College Retirement Equities Fund
      ("TIAA-CREF") owns 85% of the TIAA RexCorp Long Island Properties.
      TIAA-CREF is one of the largest institutional real estate investors in the
      nation, with a global portfolio of direct or indirect investment of
      approximately $59 billion. Headquartered in New York City, TIAA-CREF has
      major offices in Charlotte and Denver as well as dozens of smaller offices
      in communities nationwide. TIAA-CREF is one of the world's largest
      retirement systems, with more than $380 billion in


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -52-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - TIAA REXCORP LONG ISLAND PORTFOLIO
- --------------------------------------------------------------------------------

      combined assets under management (as of June 30, 2006). RexCorp Realty LLC
      (an entity established by Scott Rechler, Michael Maturo and Jason Barnett,
      the former executives of Reckson Associates Realty Corp. and other senior
      management of Reckson Associates Realty Corp.) and Marathon Real Estate
      Opportunity Fund ("MARATHON") own a combined 7.5% of the TIAA RexCorp Long
      Island Properties. Marathon is an open-ended fund that launched in August
      2004. The fund is co-headed by Jon Halpern and Ron Bernstein and has
      assets under management of approximately $350 million. Charles Wang, the
      founder and retired chairman of the Board of CA, Inc., owns 7.5% of the
      TIAA RexCorp Long Island Properties. Mr. Wang has over $250 million of
      real estate holdings across the country, but which are primarily focused
      on Long Island.

      In addition to other customary equity transfer provisions (which allow,
      among other things, TIAA-CREF (or entities controlled by TIAA-CREF),
      Marathon (or entities controlled by Marathon) and/or any one or more of
      Scott Rechler, Michael Maturo and Jason Barnett to control the TIAA
      RexCorp Long Island Borrowers), the TIAA RexCorp Long Island Portfolio
      Loan documents permit the transfer of a controlling interest (i.e., the
      controlling interest held by Scott Rechler, Michael Maturo, Jason Barnett
      and Marathon at closing) in the TIAA RexCorp Long Island Borrowers
      provided that (a) the transferee is (or is controlled by) an entity that
      meets certain eligibility criteria set forth in the TIAA RexCorp Long
      Island Portfolio Loan documents (including having assets in excess of $1
      billion and capital/statutory surplus or shareholder's equity in excess of
      $500 million); (b) after any such transfer, the Properties are managed by
      a manager that meets certain eligibility requirements (including at least
      five (5) years' experience in the management of commercial properties with
      similar uses as the TIAA RexCorp Long Island Properties in the New York
      Metropolitan area); and (c) in the case of a transfer to an entity
      unaffiliated with the TIAA RexCorp Long Island Borrowers, the payment of a
      transfer fee ($100,000 with respect to the first such transfer and 0.25%
      of the then outstanding principal amount of the TIAA RexCorp Long Island
      Portfolio Loan for each subsequent transfer), (y) payment of all legal and
      other out-of-pocket costs reasonably incurred by the lender in connection
      with such transfer and (z) the execution and delivery of a replacement
      recourse guaranty from a pre-approved transferee or another person or
      entity (i) acceptable to the lender in its reasonable discretion and (ii)
      receipt of a rating agency confirmation letter.

o     RELEASE OF COLLATERAL. The TIAA RexCorp Long Island Portfolio Loan permits
      the release of any one or more of the TIAA RexCorp Long Island Properties
      after the TIAA RexCorp Long Island Portfolio Initial Defeasance Date,
      subject to the satisfaction of certain conditions, including (i) the
      delivery of defeasance collateral in an amount equal to (a) 105% of the
      allocated loan amount for the property being released, if the allocated
      loan amount for the property being released (when combined with the
      allocated loan amounts of any prior properties released) is less than or
      equal to $94,360,000 or (b) 115% of the allocated loan amount for the
      property being released, if the property being released (when combined
      with the allocated loan amounts of any prior properties released) is
      greater than $94,360,000, (ii) no event of default then exists (other than
      an event of default which is being cured simultaneously therewith); (iii)
      that, after giving effect to such release and defeasance, the DSCR
      (calculated using actual cash flow and the actual debt service constant)
      for all of the remaining TIAA RexCorp Long Island Properties is no less
      than 1.20x, (iv) if the date of the proposed release occurs on or after
      February 6, 2015, after giving effect to such release and partial
      defeasance, the aggregate LTV for all of the then remaining properties is
      not greater than 61.8% and (v) the satisfaction of certain other standard
      conditions as specified in the TIAA RexCorp Long Island Portfolio Loan
      documents. If the date of a proposed release occurs on or after February
      6, 2014, such release will only be permitted in connection with a sale of
      such TIAA RexCorp Long Island Properties which is pursuant to an arms'
      length agreement with a third-party not affiliated with any TIAA RexCorp
      Long Island Borrower and in which no TIAA RexCorp Long Island Borrower and
      no affiliate of any TIAA RexCorp Long Island Borrower has any controlling
      interest or any beneficial or economic interest in excess of 25% of the
      entire beneficial and economic interests in such third-party.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -53-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - TIAA REXCORP LONG ISLAND PORTFOLIO
- --------------------------------------------------------------------------------

o     SUBSTITUTION OF COLLATERAL. Prior to August 6, 2016, the TIAA RexCorp Long
      Island Portfolio Loan permits the release of one (or two, in the case of a
      simultaneous release/substitution of the 58 and 68 South Service Road
      properties only) of the TIAA RexCorp Long Island Properties by
      simultaneously substituting one (or two, in the case of a simultaneous
      release/substitution of the 58 and 68 South Service Road properties)
      property, subject to the satisfaction of certain conditions set forth in
      the TIAA RexCorp Long Island Portfolio Loan documents, including, without
      limitation, that (i) the TIAA RexCorp Long Island Borrowers have paid to
      the lender (A) a fee equal to the greater of (x) 0.25% of the allocated
      loan amount for the TIAA RexCorp Long Island Property(ies) being released
      and (y) $50,000 and (B) all costs and expenses incurred by the lender;
      (ii) the lender has received an appraisal, which is not more than 90 days
      old, of the substitute property(ies) indicating an aggregate fair market
      value of the substitute property(ies) that is equal to or greater than the
      fair market value of the released property(ies), (iii) after giving effect
      to the applicable release(s) and substitution(s), the DSCR (calculated
      using actual cash flow and the actual debt service constant) for all of
      the remaining TIAA RexCorp Long Island Properties is not less than 1.20x,
      provided that the TIAA RexCorp Long Island Borrowers may partially defease
      the TIAA RexCorp Long Island Portfolio Loan in an amount necessary to meet
      this DSCR condition simultaneously with the release(s) and substitution(s)
      in question, (iv) after giving effect to the applicable release(s) and
      substitution(s), the aggregate LTV for the remaining TIAA RexCorp Long
      Island Properties and the substitute property(ies) is not greater than
      80%, (v) the lender has received confirmation from each rating agency that
      the substitution would not cause the downgrade, withdrawal or
      qualification of any rating then assigned to any outstanding certificates,
      and (vi) the weighted average of the then remaining unexpired terms of the
      leases in effect at the substitute property(ies) will either (x) be equal
      to or longer than the weighted average of the then remaining unexpired
      terms of the leases in effect at the released property(ies), or (y) expire
      no earlier than February 6, 2019; provided that, in the event that the
      fair market value of the substitute property(ies) is less than the fair
      market value of the released property(ies), the TIAA RexCorp Long Island
      Borrowers may, in order to satisfy the condition described in clause (ii)
      above, partially defease the TIAA RexCorp Long Island Portfolio Loan in an
      amount at least equal to the difference between the fair market value of
      the released property(ies) and the fair market value of the substitute
      property(ies) up to 30% of the fair market value of the released
      property(ies)).

o     ESCROWS AND RESERVES. The TIAA RexCorp Long Island Loan provides for
      upfront and ongoing reserves as follows:

      Tax and Insurance Reserve: The TIAA RexCorp Long Island Borrowers are
      required to make monthly contributions into a tax and insurance reserve
      account in an amount equal to one-twelfth of the amount the lender
      estimates will be necessary to pay impositions, such as taxes and
      insurance premiums, over the succeeding twelve months.

      Ground Rent Reserve: The TIAA RexCorp Long Island Borrowers are required
      to make monthly contributions into a ground rent reserve account in an
      amount equal to one-twelfth of the amount the lender estimates will be
      necessary to pay ground rent payments over the succeeding twelve months.

      Capital Expense and Leasing Reserves: The TIAA RexCorp Long Island
      Borrowers will be required to make monthly contributions into a capital
      expenditure and leasing reserve account if (i) the subsidiary of TIAA-CREF
      (or other controlled affiliates of TIAA-CREF) described above no longer
      owns at least 50% of the aggregate equity interests in the TIAA RexCorp
      Long Island Borrowers and the lender has not determined that the
      transferee(s) of such interests are sufficiently creditworthy, to warrant
      the continued non-collection of capital expenditure and leasing reserves
      and (ii) the LTV of the TIAA RexCorp Long Island Portfolio Loan is greater
      than 65%. Notwithstanding the foregoing, with respect to each of the TIAA
      RexCorp Long Island Properties each of the required reserves for such TIAA
      RexCorp Long Island Property may be suspended if 95% of such


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -54-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - TIAA REXCORP LONG ISLAND PORTFOLIO
- --------------------------------------------------------------------------------

      TIAA RexCorp Long Island Property is leased pursuant to a "triple net"
      lease to a tenant that (1) has a credit rating of at least "BBB-" by S&P
      (or its equivalent by Fitch or Moody's) or such tenant (or the guarantor
      of any such tenant's obligations under its lease) is otherwise
      creditworthy in the lender's reasonable judgment, (2) is required to pay,
      and actually pays, the costs otherwise payable from the reserves described
      in this paragraph and (3) satisfies certain other conditions set forth in
      the TIAA RexCorp Long Island Portfolio Loan documents.

      Letter of Credit: The TIAA RexCorp Long Island Borrowers are also
      permitted to post letters of credit in lieu of funding the real estate
      taxes, insurance and ground rent reserves. Such letters of credit must be
      issued by (i) JPMorgan Chase, N.A., (ii) another financial institution
      having long term unsecured debt obligations rated at least "AA" by Fitch
      and S&P and "Aa2" by Moody's or (iii) any other financial institution
      acceptable to the lender in its reasonable discretion.

o     LOCK BOX AND CASH MANAGEMENT. The TIAA RexCorp Long Island Portfolio Loan
      requires a hard lock box, which is already in place. The TIAA RexCorp Long
      Island Portfolio Loan documents require the TIAA RexCorp Long Island
      Borrowers to direct tenants to pay their rents directly to a lender
      controlled lockbox account. The TIAA RexCorp Long Island Portfolio Loan
      documents also require that all rents received by (or on behalf of) the
      TIAA RexCorp Long Island Borrowers or the property manager be deposited
      into such lender-controlled lockbox account (as well as any other rents,
      receipts, certain security deposits or payments related to lease
      termination or default) within two business day after receipt and that
      funds deposited in such lender-controlled lockbox account be swept on a
      daily basis into the TIAA RexCorp Long Island Borrowers' operating account
      unless (i) a mezzanine loan permitted under the TIAA RexCorp Long Island
      Portfolio Loan documents is outstanding, in which case such amounts will
      be applied through the cash management "waterfall" established under TIAA
      RexCorp Long Island Portfolio Loan or (ii) an event of default is
      continuing, in which case, such amounts will either be swept into another
      account controlled by lender and held as cash collateral for the TIAA
      RexCorp Long Island Portfolio Loan (which amounts lender may (but is not
      required to) apply to prepay a portion of the TIAA RexCorp Long Island
      Portfolio Loan) or applied by the lender (at the lender's option) in
      accordance with the above referenced cash management "waterfall".

o     PROPERTY MANAGEMENT. RexCorp Property Management LLC, an affiliate of the
      TIAA RexCorp Long Island Borrowers, is the property manager for all of the
      TIAA RexCorp Long Island Properties. The property manager receives a
      management fee on the TIAA RexCorp Long Island Properties equal to 3.0% of
      gross revenues from the TIAA RexCorp Long Island Properties. The lender
      may require that the TIAA RexCorp Long Island Borrowers terminate the
      property manager following one or more of the following events: (i) an
      event of default is continuing under the TIAA RexCorp Long Island
      Portfolio Loan, (ii) the property manager is in material default under the
      applicable management agreement(s) beyond applicable notice and cure
      periods, or (iii) upon the gross negligence, malfeasance or willful
      misconduct of the property manager that results in a material adverse
      effect on the TIAA RexCorp Long Island Property(ies) in question and/or
      any of the TIAA RexCorp Long Island Borrowers.

o     MEZZANINE OR SUBORDINATE INDEBTEDNESS. There is currently no mezzanine or
      subordinate indebtedness. The TIAA RexCorp Long Island Portfolio Loan
      documents permit mezzanine financing from an entity that meets certain
      eligibility criteria set forth in the TIAA RexCorp Long Island Portfolio
      Loan documents or an entity approved by the lender and the rating agencies
      to the holder or holders of all of the direct and indirect ownership
      interests in the TIAA RexCorp Long Island Borrowers, provided that the
      mezzanine lender enters into an intercreditor agreement with lender and
      that the approved mezzanine loan: (i) will be in an amount that when added
      to the TIAA RexCorp Long Island Portfolio Loan, will result in an
      aggregate LTV of the TIAA RexCorp Long Island Properties of no greater
      than 85%, (ii) will result in the TIAA RexCorp Long Island Properties
      having an aggregate DSCR of not less than 1.00x (based on actual net
      operating income and an


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -55-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - TIAA REXCORP LONG ISLAND PORTFOLIO
- --------------------------------------------------------------------------------

      assumed 7.50% debt service constant), (iii) has a market interest rate and
      is otherwise on terms and conditions reasonably acceptable to the lender
      and evidenced by TIAA RexCorp Long Island Portfolio Loan documents which
      have been reasonably approved by the lender, (iv) is not secured by any
      collateral securing the TIAA RexCorp Long Island Portfolio Loan, (v)
      creates no obligations or liabilities on the part of the TIAA RexCorp Long
      Island Borrowers and results in no liens on any portion of any TIAA
      RexCorp Long Island Property or any other collateral securing the TIAA
      RexCorp Long Island Portfolio Loan and (vi) either (A) has a term expiring
      on the February 6, 2017 if after giving effect to such mezzanine loan, the
      aggregate DSCR (based on actual net operating income and an assumed 7.50%
      debt service constant) of the TIAA RexCorp Long Island Properties is less
      than 1.08x or (B) has a term expiring no earlier than February 6, 2012 if
      after giving effect to such mezzanine loan, the aggregate DSCR (based on
      actual net operating income and an assumed 7.50% debt service constant) of
      the TIAA RexCorp Long Island Properties is greater than or equal to 1.08x.

o     TERRORISM INSURANCE. The TIAA RexCorp Long Island Portfolio Loan documents
      require the TIAA RexCorp Long Island Borrowers to maintain terrorism
      insurance in an amount equal to 100% of the replacement cost of the TIAA
      RexCorp Long Island Properties, provided such coverage is available. In
      the event that coverage for terrorism is not included as part of the "all
      risk" property policy, the TIAA RexCorp Long Island Borrowers will be
      required to obtain coverage for terrorism (in the form of stand alone
      coverage) to the extent available, in an amount equal to 100% of the
      replacement cost of the TIAA RexCorp Long Island Properties, subject to a
      premium cap of $916,080, adjusted annually by a percentage equal to the
      increase in the "consumer price index". See "Risk Factors--Risk Related to
      the Underlying Mortgage Loans--The Absence of or Inadequacy of Insurance
      Coverage on the Mortgaged Properties May Adversely Affect Payments on Your
      Certificates" in the prospectus supplement.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -56-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - PEACHTREE CENTER
- --------------------------------------------------------------------------------


                       [PHOTO OF PEACHTREE CENTER OMITTED]


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -57-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - PEACHTREE CENTER
- --------------------------------------------------------------------------------


                        [MAP OF PEACHTREE CENTER OMITTED]


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -58-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - PEACHTREE CENTER
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                              PROPERTY INFORMATION

Number of Mortgaged Real Properties                                           3
Location (City/State)                                          Atlanta, Georgia
Property Type                                                   Office / Retail
Size (sf)                                                             2,548,655
Percentage Occupancy as of January 1, 2007                                64.2%
Year Built                                                              Various
Appraisal Value                                                    $221,800,000
Underwritten Occupancy                                                    85.0%
Underwritten Revenues(1)                                             43,589,447
Underwritten Total Expenses(1)                                       20,942,154
Underwritten Net Operating Income (NOI)(1)                           22,647,293
Underwritten Net Cash Flow (NCF)(1)                                  19,654,782
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION

Originator                                                                 GCFP
Cut-off Date Principal Balance                                     $207,600,000
Cut-off Date Principal Balance PSF/Unit                                  $81.45
Percentage of Initial Mortgage Pool Balance                                3.2%
Number of Mortgage Loans                                                      1
Type of Security                                         Fee Simple / Leasehold
Mortgage Rate                                                            6.044%
Original Term to Maturity (Months)                                           66
Original Amortization Term (Months)                               Interest Only
Cut-off Date LTV Ratio(2)                                                 78.0%
LTV Ratio at Maturity(2)                                                  78.0%
Underwritten DSCR on NOI(1)                                               1.78x
Underwritten DSCR on NCF(1)                                               1.54x
- --------------------------------------------------------------------------------

(1)   The GCFP underwritten NCF assumes the lease-up of vacant the office and
      retail space to a market occupancy of 85% at the Peachtree Center
      Property. GCFP leased-up the vacant space based on a weighted average
      market rent of $18 psf FSG at Marquis, $16.31 psf FSG at 4-Pack, and
      $28.50 psf FSG at the Peachtree Center Mall properties. Exclusive of this
      adjustment, the NCF would be $13,813,716 and DSCR would be 1.08x. The DSCR
      based on the Peachtree Center Loan net of the Debt Service Reserve,
      Leasing Reserve and Capital Improvement Reserve (described below) would be
      1.36x.

(2)   LTV calculated adding $44,477,863 in total Capital Improvements, Leasing
      and Debt Service reserves held by lender.

o     THE LOAN. The mortgage loan (the "PEACHTREE CENTER LOAN") is evidenced by
      a single note and is secured by first mortgages encumbering a 2.5 million
      sf office/retail complex within the central business district of Atlanta,
      Georgia (the "PEACHTREE CENTER PROPERTY"). The Peachtree Center Loan
      represents approximately 3.2% of the initial mortgage pool balance and
      3.4% of the initial sub-pool 1 balance. The Peachtree Center Loan was
      originated on December 6, 2006, has an original principal balance and a
      principal balance as of the cut-off date of $207,600,000, and an interest
      rate of 6.044%. The DSCR and LTV on the Peachtree Center Loan are 1.54x
      and 78.0%, respectively. The proceeds of the Peachtree Center Loan were
      used to acquire the Peachtree Center Property for approximately $214.9
      million (inclusive of some funded landlord obligations), fund $44.9
      million of reserves, and pay approximately $2.5 million of closing costs,
      for a total cost of $262.3 million. Including reserves, escrows and
      closing costs, the borrowers contributed approximately $54.7 million in
      equity to the PEACHTREE CENTER PROPERTY at origination.

      The Peachtree Center Loan had an initial term of 66 months, has a
      remaining term of 64 months and requires payments of interest only for the
      entire term. The scheduled maturity date is July 6, 2012. Voluntary
      prepayment of $75 million of the Peachtree Center Loan is permitted at any
      time subject to the payment of a yield maintenance premium. Voluntary
      prepayment of the remaining $132.6 million of the Peachtree Center Loan is
      prohibited prior to the payment date of April 6, 2012 and permitted
      thereafter without penalty. Defeasance of $132.6 million of the Peachtree
      Center Loan with United States government securities is permitted from
      April 6, 2009.

o     THE PROPERTY. The Peachtree Center Property is comprised of (i) the fee
      interest in two class-A- office towers ("MARQUIS ONE" and "MARQUIS TWO"
      and collectively, "MARQUIS") (totaling 946,115 sf) and the Courtland
      Garage, (ii) a leasehold interest (and fee interest, with respect to
      parking) in four class-B office buildings ("4-PACK") (totaling 1,468,514
      sf), the Peachtree and International Garages, and (iii) a leasehold
      interest in the Peachtree Center Mall (the "PEACHTREE CENTER MALL")
      (totaling 134,026 sf), all located in the central business district of
      Atlanta, Georgia. The Peachtree Center Property spans three blocks along
      the east side of Peachtree Street atop the Peachtree Center Metropolitan
      Atlanta Rapid Transit Authority ("MARTA") stop. MARTA provides direct
      covered access to the Peachtree Center Property along the system's
      North/South line, which runs south to the airport and north to the highly
      populated Midtown, Buckhead, and Sandy Springs submarkets. The Peachtree
      Center Property is located within blocks of over 8.2 million square feet
      of convention space and


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -59-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - PEACHTREE CENTER
- --------------------------------------------------------------------------------

      11,000 hotel rooms, including the Marriott Marquis Hotel, the Westin
      Peachtree Plaza, Ritz Carlton, Hilton, and Sheraton.

      MARQUIS

      Marquis One is a 28-story, 474,460-sf Class A- office tower located on the
      northeast corner of Peachtree Center Avenue and Harris Street. The
      building is directly connected to both the Harris Tower and the Marriott
      Marquis Hotel. Originally built in 1985, the property features approximate
      18,000-sf floor plates and 141 parking below grade spaces. Marquis One is
      currently 64.6% leased.

      Marquis Two, the mirror image property of Marquis One, is a of 28-story,
      471,655 sf class A office building with 115 dedicated below grade parking
      spaces situated on the opposite (north) side of the Marriott Marquis.
      Originally built in 1988, the building is 68.3% leased, the majority of
      which is three tenants.

      4-PACK

      Harris Tower is a 27-story, 414,213 sf Class B office building originally
      developed in 1976. The property is encumbered by two ground leases. The
      approximate 15,000 sf floor plates are ideal for smaller or medium-sized
      full-floor users. Harris Tower features 202 dedicated parking spaces below
      grade. Harris Tower is located at the southwest corner of Peachtree Center
      Avenue and Harris Street and is directly connected to Marquis One, North
      Tower, the Peachtree Athletic Club, Courtland Garage, the Hyatt Regency
      Hotel and Peachtree Center Mall.

      International Tower is a 27-story, 443,295 sf Class B office building
      originally developed in 1974. The property is encumbered by three ground
      leases. International Tower is situated on the opposite (south) side of
      Peachtree Center Mall from Harris Tower and offers direct access to South
      Tower and the International Garage (via a walkway across Andrew Young
      International Boulevard).

      North Tower is a 24-story, 303,787 sf Class B office building developed in
      1969. North Tower is encumbered by one ground lease. The building sits at
      the southeast corner of Peachtree Street and Harris Street, on the same
      block as Harris Tower and International Tower, directly behind the
      Peachtree Center Mall. The property has 60 dedicated parking spaces and
      features direct access to the Peachtree Center MARTA station, Peachtree
      Center Mall, Harris Tower and South Tower.

      South Tower is a 24-story, 307,219 sf Class B office building developed in
      1969. The South Tower is encumbered by one ground lease. Direct access is
      available to the Peachtree Center Mall, International Tower, and the North
      Tower.

      PEACHTREE CENTER MALL

      Peachtree Center Mall is a four-story, 134,026-sf retail center built in
      1974. The mall includes 25,747 sf located in the Harris Tower, North
      Tower, South Tower, and International Tower ground floors (such space is
      not included in the office building sf shown above). The remaining space
      is located below ground under the 4-Pack and at the plaza level. The
      retail center sits along Peachtree Center Avenue and is surrounded by the
      4-Pack. Two escalators provide direct access from the mall to the
      Peachtree Center MARTA station. The property is encumbered by one ground
      lease.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -60-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - PEACHTREE CENTER
- --------------------------------------------------------------------------------

      PEACHTREE ATHLETIC CLUB

      The Peachtree Athletic Club is an approximately 72,000 sf building
      situated on top of the Courtland Garage. The square footage of this
      building is not included in the collateral's leaseable space as it is an
      amenity to the overall collateral package and is not easily convertible to
      other uses. The Peachtree Athletic Club is managed by Plus One. The
      sponsor has indicated that is may cease operations at Peachtree Athletic
      Club and build a fitness center available to its tenants within one of the
      existing office buildings of the collateral.

      GARAGES

      The collateral includes three parking garages, totaling 3,599 spaces
      (aside from the various parking in the individual office buildings):
      Peachtree Garage, Courtland Garage, and International Garage. The
      Peachtree Garage is encumbered by three ground leases, and the
      International Garage is encumbered by one ground lease.

      The largest tenant within the Peachtree Center Property is Deloitte
      Consulting, which occupies 127,221 sf (8.67% NRA; exp. January 31, 2012)
      in Marquis Two and has been at the Peachtree Center Property since
      November 2001. The tenant's current rental rate is $26.10 psf. Deloitte
      Consulting is a subsidiary of Deloitte Touche U.S.A. specializing in
      e-business consulting and serving businesses in health care,
      manufacturing, financial services, energy, the public sector and
      communications.

      Rogers & Hardin occupies 54,640 sf (3.72% NRA; exp. February 1, 2015) in
      International Tower. Rogers & Hardin is a law firm of approximately 50
      attorneys that represents clients in a wide variety of complex business
      transactions and commercial disputes. International Tower serves as the
      firm's headquarters.

      Carlock, Copeland, Semler & Stair LLP occupies 54,603 sf (3.72% NRA; exp.
      January 17, 2020) in Marquis Two. The current lease was originally
      executed in September 2003 for 36,402 sf, and the tenant expanded into
      another full floor in January 2006. Carlock Copeland is a law firm
      specializing in defense litigation. Founded in 1970, the firm has three
      locations in Georgia and South Carolina. The firm has been within the
      Peachtree Center facility since its 1970 inception.

      Parker, Hudson, Rainer & Dobbs LLP occupies 53,160 sf (11.3% NRA; expiring
      May 31, 2013) in Marquis Two. The tenant originally took occupancy in
      43,205 sf in May 2003, expanded by 3,538 sf in May 2004 and by 6,417 sf in
      April 2006. Parker, Hudson, Rainer & Dobbs LLP is a multi-specialty law
      firm with practice areas in commercial lending, bankruptcy, corporate,
      health, litigation, real estate, and tax & employee benefits law. Parker,
      Hudson is headquartered at Peachtree Center and it has one other office in
      Tallahassee.

      Peachtree Center Mall is currently 79.7% occupied. The mortgaged property
      contains approximately 50-60 specialty shops catering to Peachtree Center
      office building employees, including banks, travel services, clothing
      stores, florists, optical service, hair stylist and shoe shine and
      repairs. The largest tenant is Brooks Brothers, renting 11,960 sf through
      March 2011. The mall's food court features six full-service restaurants
      and many fast-food options. The average in-place rental rate of the mall
      is $28.30 psf.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -61-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - PEACHTREE CENTER
- --------------------------------------------------------------------------------

      The following table presents certain information relating to the major
tenants at the Peachtree Center Property:



                                                                                       % OF TOTAL     ANNUALIZED
                             CREDIT RATING                             ANNUALIZED      ANNUALIZED    UNDERWRITTEN
                            (FITCH/MOODY'S/    TENANT                 UNDERWRITTEN    UNDERWRITTEN    BASE RENT
       TENANT NAME              S&P)(1)         NRSF      % OF NRSF   BASE RENT ($)    BASE RENT      ($ PER SF)    LEASE EXPIRATION
- -------------------------   ---------------   ---------   ---------   --------------------------------------------------------------

Deloitte Consulting            NR/NR/NR         127,221        5.0%    $3,320,468         10.8%         $26.10         1/31/2012
Parker Hudson                  NR/NR/NR          53,160        2.1%     1,278,179          4.1%          24.04       5/31/2010 and
                                                                                                                       5/31/2013
West Group(2)                  NR/NR/NR          59,972        2.4%     1,133,471          3.7%          18.90         1/31/2008
Carlock, Copeland              NR/NR/NR          54,603        2.1%     1,064,760          3.4%          19.50         1/17/2020
Rogers & Hardin                NR/NR/NR          54,640        2.1%      865,555           2.8%          15.84         1/31/2015
TOTAL LARGEST TENANTS                           349,596       13.7%     7,662,433         24.8%          21.92
Remaining Tenants                             1,287,759       50.5%    23,221,063         75.2%          18.03
Vacant Space                                    911,300       35.8%
                                              ---------   ---------   -------------   ------------   ------------
TOTAL ALL TENANTS                             2,548,655      100.0%    $30,883,496       100.0%         $18.86


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

(2)   The West Group, Inc., a subsidiary of a Canadian publisher, vacated its
      entire space in 2002 following its acquisition of the original tenant
      (American Information, Inc.) in 1999. However, the tenant has continued to
      pay rent.

      The following table presents certain information relating to the lease
rollover schedule at the Peachtree Center Property:




                                          LEASE EXPIRATION SCHEDULE(1)

                                                                                       % OF TOTAL     ANNUALIZED
                                                                       ANNUALIZED      ANNUALIZED    UNDERWRITTEN
                             EXPIRING       % OF       CUMULATIVE     UNDERWRITTEN    UNDERWRITTEN    BASE RENT
 YEAR ENDING DECEMBER 31,      NRSF      TOTAL NRSF   OF TOTAL NRSF   BASE RENT ($)    BASE RENT      ($ PER SF)
- --------------------------   ---------   ----------   -------------   -------------   ------------   ------------

2007                           156,957       6.2%          6.2%         $2,683,338         8.7%        $17.10
2008                           253,590       9.9%         16.1%          5,268,335        17.1%         20.78
2009                           168,316       6.6%         22.7%          3,555,187        11.5%         21.12
2010                           145,235       5.7%         28.4%          2,773,841         9.0%         19.10
2011                            83,609       3.3%         31.7%          1,645,961         5.3%         19.69
2012                           205,458       8.1%         39.8%          4,886,062        15.8%         23.78
2013                            55,884       2.2%         41.9%          1,205,587         3.9%         21.57
2014                            60,265       2.4%         44.3%          1,140,640         3.7%         18.93
2015                           218,619       8.6%         52.9%          3,525,933        11.4%         16.13
2016                           131,243       5.1%         58.0%          2,077,094         6.7%         15.83
2017 & Thereafter              158,179       6.2%         64.2%          2,121,518         6.9%         13.41
Vacant                         911,300      35.8%        100.0%
                             ---------   ----------                   -------------   ------------   ------------
TOTAL                        2,548,655     100.0%                      $30,883,496       100.0%        $18.86


(1)   Calculated based on approximate square footage occupied by each tenant.

o     THE BORROWERS. ACP Marquis I LLC, ACP Marquis II LLC, ACP Courtland Garage
      LLC, ACP International Garage LLC, ACP Peachtree Center LLC and ACP 161
      Peachtree Center Garage LLC, (collectively, the "PEACHTREE CENTER
      BORROWERS"), are six special purpose, bankruptcy remote entities each with
      two independent directors. Legal counsel to the Peachtree Center Borrowers
      delivered a non-consolidation opinion in connection with the origination
      of the Peachtree Center Loan. The sponsor of the Peachtree Center
      Borrowers is a joint venture between America's Capital Partners ("ACP")
      and DLF Immobilienportfolio Walter Fink-KG ("DLF"). ACP is a private real
      estate investment company founded in 1998. ACP's current office portfolio
      consists of 7.2 million sf. ACP owns office properties in Atlanta, North
      Carolina, Pennsylvania, Virginia, and Washington, D.C. ACP also holds a
      322,000 sf self-storage portfolio and 40.5 acres of undeveloped land in
      South Florida. DLF was formed in 2002 combining 17 separate funds created
      to invest in real estate in Germany and the United States. Since 2002, DLF
      has acquired 47 properties with an estimated market value of $688 million
      of which $478 million is located in the U.S. DLF's current U.S. real
      estate


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -62-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - PEACHTREE CENTER
- --------------------------------------------------------------------------------

      holdings consist of 3.0 million sf of office space with an estimated
      market value of $478 million. All of DCF's U.S. real estate holdings are
      located in Georgia, Texas, and Florida with 185,000 sf located in Atlanta.
      The loan documents permit ACP (directly or through affiliates) to acquire
      all or portions of the direct or indirect interest of DLF and its
      affiliates in one or more of the Peachtree Center Borrowers, and DLF
      (directly or through affiliates) to acquire all or portions of the direct
      or indirect interest of ACP and its affiliates in one or more of the
      Peachtree Center Borrowers.

o     RELEASE OF COLLATERAL. The Peachtree Center Loan documents permit the
      release of any mortgaged property from the lien of the mortgage and the
      release of the related borrowers owning such mortgaged property from
      liability under the loan documents, subject to satisfaction of certain
      conditions, including: (i) either (or a combination of) prepayment with
      payment of prepayment consideration specified in the loan documents
      (provided that not more than $75,000,000 of the mortgage loan may be
      prepaid rather than defeased) and/or partial defeasance of the mortgage
      loan in an amount equal to the greater of (a) between 105% and 120% of the
      allocated loan amount for the property being released (with the applicable
      percentage described in this clause (a) (the "PEACHTREE ALA PERCENTAGE")
      determined as described below), or (b) between 80% and 100% (with the
      applicable percentage described in this clause (b) (the "PEACHTREE
      PROCEEDS PERCENTAGE") determined as described below) of either the net
      sales proceeds (after costs and expenses of sale) from the third party
      sale of the mortgaged property or, if the mortgaged property is not sold
      in a third party sale, the fair market value of the mortgaged property as
      determined by appraisal; (ii) achieving a DSCR with respect to the
      mortgaged properties remaining immediately after such release (calculated
      on the basis of a debt service constant of 7.22858% applied to the
      undefeased loan balance) not less than the greater of (x) the debt service
      coverage ratio with respect to the mortgaged properties immediately prior
      to such release and (y) between 1.00x and 1.20x (with the applicable debt
      service coverage ratio described in this clause (y) (the "PEACHTREE DSCR
      RATIO") determined as described below); and (iii) satisfaction, based upon
      then current appraised market values, of a loan to value ratio for the
      remaining mortgaged properties of not greater than the lesser of (xx) the
      loan to value ratio with respect to the mortgaged properties immediately
      prior to such release and (yy) between 75% and 80% (with the applicable
      loan to value ratio described in this clause (yy) (the "PEACHTREE LTV
      RATIO") determined as described below). The Peachtree ALA Percentage is
      either (a) 120% if the mortgaged property to be released is not being sold
      in a third party sale if and to the extent the total partial release
      prepayments and/or partial defeasance amounts in connection with the
      release of mortgaged properties not sold in third party sales exceeds
      $25,000,000 during the term of the loan, or otherwise (b) 105% for the
      portion of the prepayments and/or partial defeasances that aggregate up to
      the first $20,760,000 of the prepaid and/or partially defeased loan, 110%
      for the next portion of the prepayments and/or partial defeasances until
      the total prepayments and/or partial defeasances aggregate $51,900,000,
      and 115% thereafter. The Peachtree Proceeds Percentage is determined
      pursuant to the loan documents and is either (x) 100% if the mortgaged
      property to be released is not being sold in a third party sale, or
      otherwise (y) 90% for the portion of the prepayments and/or partial
      defeasances that aggregate up to the first $20,760,000 of the prepaid
      and/or partially defeased loan, and 80% thereafter. The Peachtree DSCR
      Ratio is determined pursuant to the loan documents and is 1.00x for the
      portion of the prepayments and/or partial defeasances that aggregate up to
      the first $20,760,000 of the prepaid and/or partially defeased loan, 1.10x
      for the next portion of the prepayments and/or partial defeasances until
      the total prepayments and/or partial defeasances aggregate $51,900,000,
      and 1.20x thereafter. The Peachtree LTV Ratio is determined pursuant to
      the loan documents and is 80% for the portion of the prepayments and/or
      partial defeasances that aggregate up to the first $20,760,000 of the
      prepaid and/or partially defeased loan, and 75% thereafter.

o     GROUND LEASE/GROUND LEASE BUYOUT. Harris Tower, International Tower, North
      Tower, South Tower, Peachtree Center Mall, Peachtree Garage and
      International Garage consist of twelve separate leasehold interest


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -63-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - PEACHTREE CENTER
- --------------------------------------------------------------------------------

      under twelve separate ground leases. In the case of each ground lease, (i)
      the ground lessor is not required to enter into a new lease with the
      mortgagee if the ground lease is terminated due to a default or in
      connection with a bankruptcy by the ground lessee or otherwise, and (ii)
      the ground lessor is not required to obtain the consent of the mortgagee
      prior to entering into any amendment of the ground lease. The related
      Peachtree Center Borrowers have covenanted in the loan documents not to
      amend or terminate any of the ground leases without mortgagee consent, and
      the carveout guarantors have provided a personal recourse guaranty with
      respect to such covenant. The Peachtree Center Loan documents permit the
      Peachtree Center Borrowers to acquire the fee interest under each such
      respective ground lease (in whole or in part) so long as, among other
      things, the priority and enforceability of the lien of the mortgage is
      unimpaired and spreads to such acquired fee interest and Peachtree Center
      Borrowers delivers to lender an estoppel from ground lessor confirming the
      termination (partial or full) of the respective ground lease.

o     ESCROWS. The Peachtree Center Loan provides for upfront and ongoing
      reserves as follows:

      Tax and Insurance Reserve: On each payment date, the Peachtree Center
      Borrowers are required to make monthly contributions into a tax and
      insurance reserve account in an amount equal to one-twelfth of the amount
      the lender estimates will be necessary to pay taxes and insurance
      premiums, over the succeeding twelve months. The funds in such account
      will be used to pay for taxes and insurance premiums.

      Leasing Reserve: At closing, $26,577,863 was deposited into a leasing
      reserve account. The leasing reserve is available for use by the Peachtree
      Center Borrowers for approved leasing costs pursuant to certain leasing
      standards and criteria and, of such amount, up to $30/rsf of the leasing
      reserve may be used to build out "speculative space" on a rolling basis
      and up to $2,413,124 of the leasing reserve is available to pay leasing
      improvement costs and commissions for certain scheduled leases existing as
      of the closing date of the Peachtree Center Loan.

      Debt Service Reserve: At closing, $8,600,000 was deposited into a debt
      service reserve account. The debt service reserve account is available to
      address any debt service shortfall over the life of the Peachtree Center
      Loan. Upon the property achieving a 1.10x DSCR (using a 30-year
      amortization debt service constant), the balance of the debt service
      reserve will be released to the Peachtree Center Borrowers. If and during
      such time the DSCR (using a 30-year amortization debt service constant) is
      at least 1.00x, then after the leasing reserve has been spent for leasing
      the currently vacant space, funds from the debt service reserve will be
      available for further leasing costs, project capital, or lease or
      ground-lease buy outs, if any.

      Capital Improvement Reserve. At closing, $9,300,000 was deposited into the
      a replacement reserve account to be used for planned capital improvements
      at the Peachtree Center Property.

      Ground Rent Reserve. At closing, $425,524 (equal to one year of ground
      rent payments) was deposited into a ground lease reserve account. The
      ground lease reserve account shall not be available for disbursement to
      the Peachtree Center Borrowers, but are available to lender (in its
      discretion) to cure any existing or occurring default under the respective
      ground leases.

o     LOCK BOX AND CASH MANAGEMENT. The Peachtree Center Loan requires a hard
      lock box, which is already in place. The loan documents require the
      Peachtree Center Borrowers to direct tenants to pay their rents directly
      to a lender controlled account. The Peachtree Center Loan documents also
      require that all rents received by the Peachtree Center Borrowers or
      property manager be deposited into the lockbox account within two business
      days after receipt. On each regularly scheduled payment date, any amounts
      remaining in the lender controlled account, after the payment of any debt
      service and required reserves (if any), are returned to the Peachtree


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -64-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - PEACHTREE CENTER
- --------------------------------------------------------------------------------

      Center Borrowers, unless (i) an event of default is continuing under the
      loan agreement, or (ii) the DSCR is less than 1.05x for any calendar
      quarter, at which point excess cash flow, after funding an additional
      reserve to pay operating expenses, will be swept (the "PEACHTREE CENTER
      CASH SWEEP") and held in a lender-controlled account as additional
      collateral for the Peachtree Center Loan. The additional collateral will
      be released and the Peachtree Center Sweep will terminate when either (i)
      such event of default no longer exists, or (ii) the DSCR increases above
      1.05x for two consecutive calendar quarters, as applicable.

o     PROPERTY MANAGEMENT. The Peachtree Center Property is currently managed by
      ACP Realty Services LLC, an affiliate of the Peachtree Center Borrowers,
      pursuant to a management agreement. ACP Realty Services LLC is a full
      service leasing, management and investment company. Under the Peachtree
      Center Loan, the property manager's fee can not exceed 4% of the revenue
      from the Peachtree Center Property. The lender may require the Peachtree
      Center Borrowers to cease managing the property or replace the property
      manager, as the case may be, if (i) an event of default under the
      Peachtree Center Loan has occurred; (ii) fraud, gross negligence,
      malfeasance or willful misconduct arising from or in connection with its
      performance under the management agreement; and (iii) change in control of
      the property manager. Leasing commissions are payable separately under a
      leasing agreement. CBRE is the current office leasing agent.

o     MEZZANINE FINANCING. The loan documents permit the Peachtree Center
      Borrowers' sponsor to secure mezzanine financing from a qualified
      transferee, subject to certain restrictions. The future mezzanine
      financing may be acquired if (i) the aggregate principal balances of the
      Peachtree Center Loan and the proposed mezzanine loan being no more than
      85% of the then current value of the Peachtree Center Property, (ii) the
      Peachtree Center Loan and the proposed mezzanine loan DSCR being greater
      than 1.20x on actual debt service (assuming a 360-month amortization
      schedule), (iii) the lender and mezzanine lender enter into an acceptable
      intercreditor agreement, and (iv) the mezzanine loan documents are
      otherwise acceptable to the lender, in its reasonable discretion.

o     TERRORISM INSURANCE. The Peachtree Center Property is insured against acts
      of terrorism as part of its "all-risk" property coverage. The loan
      documents require the borrowers to maintain terrorism insurance in an
      amount equal to 100% of the replacement cost of the Peachtree Center
      Property, provided that such coverage is available. If terrorism coverage
      is not included as part of borrowers' "all risk" property policy, the
      Peachtree Center Borrowers are required to obtain coverage for terrorism
      (as stand alone coverage) in an amount equal to one hundred percent (100%)
      of the replacement cost of the Peachtree Center Property, provided that
      such coverage is available. With respect to any such stand-alone terrorism
      policy, the Peachtree Center Borrowers are not required to pay terrorism
      insurance premiums in an amount greater than 200% of the aggregate
      insurance premiums payable with respect to all of the insurance required
      under the loan for the last policy year in which coverage for terrorism
      was included as part of the "all risk" property policy, adjusted annually
      by a percentage equal to the "consumer price index". If the terrorism
      insurance premiums exceed the specified terrorism premium cap, lender may,
      at its option (1) purchase such stand-alone terrorism policy, with the
      Peachtree Center Borrowers paying the premiums up to the cap and the
      lender paying the excess or (2) modify the deductible amounts, policy
      limits and other required policy terms to reduce the terrorism insurance
      premiums to the specified terrorism premium cap. See "Risk Factors--Risk
      Related to the Underlying Mortgage Loans--The Absence of or Inadequacy of
      Insurance Coverage on the Mortgaged Properties May Adversely Affect
      Payments on Your Certificates" in the prospectus supplement.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -65-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - PICKWICK PLAZA
- --------------------------------------------------------------------------------


                        [PHOTO OF PICKWICK PLAZA OMITTED]


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -66-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - PICKWICK PLAZA
- --------------------------------------------------------------------------------


                         [MAP OF PICKWICK PLAZA OMITTED]


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -67-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - PICKWICK PLAZA
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                              PROPERTY INFORMATION

Number of Mortgaged Real Properties                                           1
Location (City/State)                                    Greenwich, Connecticut
Property Type                                                            Office
Size (sf)                                                               240,149
Percentage Occupancy as of December 6, 2006                              100.0%
Year Built / Renovated                                              1974 / 1995
Appraisal Value                                                    $267,000,000
Underwritten Occupancy                                                    97.4%
Underwritten Revenues                                               $18,324,809
Underwritten Total Expenses                                          $3,854,153
Underwritten Net Operating Income (NOI)                             $14,470,656
Underwritten Net Cash Flow (NCF)                                    $14,434,634
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION

Originator                                                                 GCFP
Cut-off Date Principal Balance                                     $200,000,000
Cut-off Date Principal Balance PSF/Unit                                 $832.82
Percentage of Initial Mortgage Pool Balance                                3.0%
Number of Mortgage Loans                                                      1
Type of Security                                                     Fee Simple
Mortgage Rate                                                            6.200%
Original Term to Maturity (Months)                                          120
Original Amortization Term (Months)                               Interest Only
Cut-off Date LTV Ratio                                                    74.9%
LTV Ratio at Maturity                                                     74.9%
Underwritten DSCR on NOI                                                  1.15x
Underwritten DSCR on NCF                                                  1.15x
- --------------------------------------------------------------------------------

o     THE LOAN. The mortgage loan (the "PICKWICK PLAZA LOAN") is evidenced by a
      single note and is secured by a first mortgage encumbering the class-A
      office complex located at Pickwick Plaza in Greenwich, Connecticut (the
      "PICKWICK PLAZA PROPERTY"). The Pickwick Plaza Loan represents
      approximately 3.0% of the initial mortgage pool balance and 3.3% of the
      initial sub-pool 1 balance. The Pickwick Plaza Loan was originated on
      January 10, 2007, had an original principal balance and a principal
      balance as of the cut-off date of $200,000,000, and an interest rate of
      6.20% per annum. The DSCR and LTV on the Pickwick Plaza Loan are 1.15x and
      74.9%, respectively. The proceeds of the Pickwick Plaza Loan were used to
      acquire the Pickwick Plaza Property. The proceeds of the Pickwick Plaza
      Loan facilitated the acquisition of the Pickwick Plaza Property by the
      borrower for a purchase price of $230 million. Including costs, reserves
      and escrows of approximately $9.1 million, the borrower invested
      approximately $39.1 million in the project at origination.

      The Pickwick Plaza Loan had an initial term of 120 months, has a remaining
      term of 119 months and requires payments of interest only for the entire
      term. The scheduled maturity date is February 6, 2017. Voluntary
      prepayment of the Pickwick Plaza Loan is prohibited prior to the payment
      date of November 6, 2016 and permitted thereafter without penalty.
      Defeasance with United States government securities is permitted from
      April 6, 2009.

o     THE PROPERTY. The Pickwick Plaza Property is a 240,149 sf pre-war 4-story
      multi-tenant office complex consisting of three office buildings and a
      small annex building that are bounded by Greenwich Avenue, US Route 1
      (Boston Post Road) and Mason Street in Greenwich, Connecticut. The
      Pickwick Plaza Property was built in 1974 and renovated in 1995. The
      Pickwick Plaza Property is located at the top of Greenwich Avenue, which
      is the premier shopping district in Fairfield County and is located
      directly off of Interstate-95 and US Route 1, and benefits from its close
      proximity to Greenwich's premier restaurants and retail venues.
      Additionally, the Pickwick Plaza Property has access to public
      transportation via Metro-North Railroad.

      As of December 6, 2006, the Pickwick Plaza Property was 100.0% occupied.
      The Pickwick Plaza Property has maintained occupancy levels of greater
      than 95% over the past ten years. The largest tenant, Interactive Brokers,
      Inc. (29.2% of total rentable area) leases 70,027 sf, in which it
      maintains its corporate headquarters.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -68-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - PICKWICK PLAZA
- --------------------------------------------------------------------------------

      The following table presents certain information relating to the major
tenants at the Pickwick Plaza Property:



                                                                                       % OF TOTAL     ANNUALIZED
                             CREDIT RATING                             ANNUALIZED      ANNUALIZED    UNDERWRITTEN
                            (FITCH/MOODY'S/    TENANT                 UNDERWRITTEN    UNDERWRITTEN    BASE RENT
       TENANT NAME              S&P)(1)         NRSF      % OF NRSF   BASE RENT ($)    BASE RENT      ($ PER SF)    LEASE EXPIRATION
- -------------------------   ---------------   ---------   ---------   -------------   ------------   ------------   ----------------

Interactive Brokers                              70,027       29.2%    $ 4,879,695        28.0%         $69.68         1/31/2014
Merrill Lynch                                    38,375        16.0      3,207,380         18.4          83.58       3/31/2013 and
                                                                                                                        2/2/2017
General Atlantic Service                         44,455        18.5      3,057,365         17.5          68.77         4/30/2014
Corp.
DB Alex Brown LLC                                18,544         7.7      1,237,812          7.1          66.75         3/31/2012
Morgan Stanley DW Inc.                           11,415         4.8        799,050          4.6          70.00         9/30/2012
                                              ---------   ---------   -------------   ------------   ------------
TOTAL LARGEST TENANTS                           182,816        76.1    $13,181,302         75.6         $72.10
Remaining Tenants                                57,333        23.9      4,264,017         24.4          74.37
Vacant Space                                          0         0.0                         0.0           0.00
                                              ---------   ---------   -------------   ------------   ------------
TOTAL ALL TENANTS                               240,149      100.0%    $17,445,319       100.0%         $72.64


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

      The following table presents certain information relating to the lease
rollover schedule at the Pickwick Plaza Property:




                                           LEASE EXPIRATION SCHEDULE(1)

                                                                                       % OF TOTAL     ANNUALIZED
                                                                       ANNUALIZED      ANNUALIZED    UNDERWRITTEN
                             EXPIRING       % OF       CUMULATIVE     UNDERWRITTEN    UNDERWRITTEN    BASE RENT
  YEAR ENDING DECEMBER 31,     NRSF      TOTAL NRSF   OF TOTAL NRSF   BASE RENT ($)    BASE RENT      ($ PER SF)
- --------------------------   ---------   ----------   -------------   -------------   ------------   ------------

2007(2)                              0       0.0%          0.0%       $    226,200         1.3%            (2)
2008                             4,135       1.7%          1.7%            268,775         1.5%         $65.00
2009                             2,715       1.1%          2.9%            195,480         1.1%          72.00
2010                            12,043       5.0%          7.9%            895,972         5.1%          74.40
2011                            12,200       5.1%         12.9%            872,734         5.0%          71.54
2012                            40,695      16.9%         29.9%          2,778,712        15.9%          68.28
2013                            11,410       4.8%         34.6%          1,050,180         6.0%          92.04
2014                           118,393      49.3%         83.9%          8,206,757        47.0%          69.32
2015                            11,593       4.8%         88.8%            793,309         4.5%          68.43
2016                                 0       0.0%         88.8%                  0         0.0%           0.00
2017 & Thereafter               26,965      11.2%        100.0%          2,157,200        12.4%          80.00
Vacant                               0       0.0%        100.0%                  0         0.0%           0.00
                             ---------   ----------                   -------------   ------------   ------------
TOTAL                          240,149     100.0%                     $ 17,445,319       100.0%         $72.64


(1)   Calculated based on approximate square footage occupied by each tenant.

(2)   Consists of two month-to-month leases to Pro-Park and Cablevision that are
      service and antenna leases that do not have any square footage allocated.

o     THE BORROWER. The borrower is Pickwick Properties LLC (the "PICKWICK PLAZA
      BORROWER"), a single asset, single-member, special purpose, bankruptcy
      remote Delaware limited liability company with an independent director.
      Legal counsel to the borrower delivered a non-consolidation opinion in
      connection with the origination of the Pickwick Plaza Loan. Nabil and
      Fouad Chartouni (the "PICKWICK PLAZA LOAN SPONSORS") each indirectly own
      50% of the Pickwick Plaza Borrower. The Pickwick Plaza Loan has the
      standard non-recourse carveout obligations and joint and several
      guaranties of those obligations have been provided by the Pickwick Plaza
      Sponsors.

      Since 1979, the Pickwick Plaza Sponsors have conducted their property
      investment and operations through multiple, wholly owned entities. The
      Chartouni's have developed and invested in real estate projects in the
      U.S., Europe and Asia. They have or continue to directly or indirectly own
      and operate properties in New York City, including at 350 Madison Avenue,
      366 Madison Avenue, 509 Madison Avenue, 11 East 44th Street, and The
      Lowell Hotel. Additionally, they have invested in development parcels on
      Long Island and Connecticut,


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -69-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - PICKWICK PLAZA
- --------------------------------------------------------------------------------

      The L'Ermitage Hotel in Beverly Hills, and Credicom, a publicly traded
      European property company which owned, among other investments, The
      Richemond Hotel in Geneva and The Amanresort Chain in Asia.

o     ESCROWS AND RESERVES. The Pickwick Plaza Loan provides for upfront and
      ongoing reserves as follows:

      Tax and Insurance Reserve: The Pickwick Plaza Borrower is required to make
      monthly contributions into a tax and insurance reserve account in an
      amount equal to one-twelfth of the amount the lender estimates will be
      necessary to pay impositions, such as taxes and insurance premiums, over
      the succeeding twelve months.

      Capital Expense Reserve: The Pickwick Plaza Borrower is required to
      deposit $4,000 per month ($48,000 per year) into a capital expense reserve
      account. Funds in this reserve account will be used for approved capital
      expenses at the Pickwick Plaza Property.

      Rollover Reserve: The Pickwick Plaza Borrower is required to deposit
      $20,000 per month ($240,000 per year) into a rollover reserve account.
      Also, any lease termination payment will be paid into this reserve
      account. Funds in this reserve account will be used for approved tenant
      improvement and leasing commission costs at the Pickwick Plaza Property.

      Merrill Lynch Reserve: At closing, $904,451 was deposited into a special
      reserve account. Since the lease with Merrill Lynch contains a free rent
      period from September 2007 through and including February 2008, funds in
      this account will (provided no event of default is continuing) be
      disbursed during such free rent period to replicate the rent that such
      tenant would otherwise be paying but for the free rent period.

o     LOCK BOX AND CASH MANAGEMENT. The Pickwick Plaza Loan provides for a hard
      lock box which is already in place. The loan documents also require that
      any rents that are received by the borrower or the property manager be
      deposited within two business days of receipt into this lender-controlled
      lockbox account. Unless a Cash Management Period (defined below) is
      continuing, all funds in the lockbox account are to be swept into the
      borrower's account. During the continuance of a Cash Management Period,
      all such funds in the lockbox account will be swept into a deposit account
      controlled by the lender for payment of debt service, all required escrow
      and reserve payments and lender-approved operating expenses at the
      Pickwick Plaza Property. So long as no event of default is continuing, all
      amounts remaining after payment of such amounts will be disbursed to the
      borrower's account (unless otherwise required under the documents
      evidencing a mezzanine loan permitted under the loan documents, in which
      event such excess cash will be transferred to the lender under such
      mezzanine loan for disbursement in accordance with the mezzanine loan
      documents). A "CASH MANAGEMENT PERIOD" will be continuing (i) during the
      continuance of an event of default or (ii) while a mezzanine loan
      permitted under the loan documents is outstanding.

o     PROPERTY MANAGEMENT. Pickwick Management LLC, an affiliate of the Pickwick
      Plaza Borrower, is the property manager for the Pickwick Plaza Property.
      The lender may replace the property manager (i) if an event of default
      under the loan agreement is continuing, (ii) if the manager is in material
      default under the management agreement or (iii) upon the gross negligence,
      malfeasance or willful misconduct of the manager. The annual management
      fee is 3.5% of gross revenues from the Pickwick Plaza Property, payable in
      monthly installments. In addition, there is also annual cleaning fee (with
      respect to cleaning services provided under the management agreement) of
      $440,000 per annum, payable in monthly installments to the property
      manager.

o     MEZZANINE OR SUBORDINATE INDEBTEDNESS. Although there is no mezzanine loan
      or subordinate indebtedness in place, the Pickwick Plaza Loan permits a
      future mezzanine loan subject to satisfaction of certain conditions set
      forth in the loan documents, including but not limited to, (i) such
      mezzanine loan is from an approved


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -70-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - PICKWICK PLAZA
- --------------------------------------------------------------------------------

      mezzanine lender, (ii) the combined loan to then "as-is" appraised value
      of the Pickwick Plaza Property is less than 80%, (iii) the combined DSCR
      on the Pickwick Plaza Loan and the proposed mezzanine loan is no less than
      1.02x, (iv) the proposed mezzanine loan has a term expiring on or after
      the stated maturity date of the Pickwick Plaza Loan, (v) the mezzanine
      lender enters into an intercreditor agreement with the lender which is
      reasonably acceptable to the rating agencies, (vi) the proposed mezzanine
      loan is secured only by collateral that is not collateral of the Pickwick
      Plaza Loan, (vii) the proposed mezzanine loan creates no obligations
      (other than consent and/or approval obligations and other de minimis
      obligations) or liabilities on the part of the borrower and results in no
      liens on the Pickwick Plaza Property, (viii) the proposed mezzanine loan
      is otherwise evidenced by loan documents reasonably approved by the lender
      and (ix) the proposed mezzanine loan will not result in the downgrade,
      qualification or withdrawal of the ratings of the certificates.

o     TERRORISM INSURANCE. The Pickwick Plaza Property is insured against acts
      of terrorism as part of its "all-risk" property coverage. The loan
      documents require the borrowers to maintain terrorism insurance in an
      amount equal to 100% of the full replacement cost of the Pickwick Plaza
      Property, provided that such coverage is available. In the event terrorism
      insurance is not included as port of the "all risk" property policy, the
      borrower will be required to purchase terrorism insurance at a cost up to
      an amount which is equal to 125% of the aggregate amount of insurance
      premiums paid for property insurance coverage for the last policy year in
      which coverage for terrorism was included as part of the "all risk"
      property policy, adjusted annually by a percentage equal to the increase
      in the "consumer price index" (the "TERRORISM PREMIUM CAP"). If the
      insurance premiums for such policy exceed the Terrorism Premium Cap, the
      lender may, at its option (1) purchase such stand-alone terrorism
      insurance policy, and require that the borrowers pay the portion of the
      premiums equal to the Terrorism Premium Cap or (2) modify the deductible
      amounts, policy limits and other required policy terms to reduce the
      insurance premiums payable with respect to such stand-alone terrorism
      policy to the Terrorism Premium Cap. See "Risk Factors--Risk Related to
      the Underlying Mortgage Loans--The Absence of or Inadequacy of Insurance
      Coverage on the Mortgaged Properties May Adversely Affect Payments on Your
      Certificates" in the prospectus supplement.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -71-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - STAFFORD PLACE I
- --------------------------------------------------------------------------------


                      [PHOTO OF STAFFORD PLACE I OMITTED]


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -72-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - STAFFORD PLACE I
- --------------------------------------------------------------------------------


                      [MAP OF STAFFORD PLACE I OMITTED]


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -73-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - STAFFORD PLACE I
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                              PROPERTY INFORMATION

Number of Mortgaged Real Properties                                           1
Location (City/State)                                       Arlington, Virginia
Property Type                                                            Office
Size (sf)                                                               485,922
Percentage Occupancy as of January 1, 2007                               100.0%
Year Built                                                                 1992
Appraisal Value                                                    $236,000,000
Underwritten Occupancy                                                   100.0%
Underwritten Revenues                                               $18,029,033
Underwritten Total Expenses                                          $4,528,608
Underwritten Net Operating Income (NOI)                             $13,500,425
Underwritten Net Cash Flow (NCF)                                    $13,403,241
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION

Originator                                                                 GCFP
Cut-off Date Principal Balance                                     $176,000,000
Cut-off Date Principal Balance PSF/Unit                                 $362.20
Percentage of Initial Mortgage Pool Balance                                2.7%
Number of Mortgage Loans                                                      1
Type of Security                                                     Fee Simple
Mortgage Rate                                                            6.121%
Original Term to Maturity (Months)                                          120
Original Amortization Term (Months)                               Interest Only
Cut-off Date LTV Ratio                                                    74.6%
LTV Ratio at Maturity                                                     74.6%
Underwritten DSCR on NOI                                                  1.23x
Underwritten DSCR on NCF                                                  1.22x
- --------------------------------------------------------------------------------

o     THE LOAN. The mortgage loan (the "STAFFORD PLACE I LOAN") is evidenced by
      a single note and is secured by a first mortgage encumbering an office
      building known as Stafford Place I and located in Arlington, Virginia (the
      "STAFFORD PLACE I PROPERTY"). The Stafford Place I Loan represents
      approximately 2.7% of the initial mortgage pool balance and approximately
      2.9% of the initial sub-pool 1 balance. The Stafford Place I Loan was
      originated on November 14, 2006 has an original principal balance and a
      principal balance as of the cut-off date of $176,000,000, and an interest
      rate of 6.121% per annum. The DSCR and LTV on the Stafford Place I Loan
      are 1.22x and 74.6%, respectively. The proceeds of the Stafford Place I
      Loan were used to acquire the Stafford Place I Property by the borrower
      for a purchase price of $233.7 million. Including costs, reserves and
      escrows of approximately $2.3 million, the borrower invested approximately
      $60 million in the project at origination.

      The Stafford Place I Loan had an initial term of 120 months, has a
      remaining term of 117 months and requires payments of interest only for
      the entire term. The scheduled maturity date is December 6, 2016.
      Voluntary prepayment of the Stafford Place I Loan is prohibited prior to
      the payment date of September 6, 2016 and permitted thereafter without
      penalty. Defeasance with United States government securities is permitted
      from April 6, 2009.

o     THE PROPERTY. The Stafford Place I Property is a 485,922-sf, twelve-story
      class-A office building constructed in 1992 and located at 4201 Wilson
      Boulevard in Arlington, Virginia. The collateral includes 919 parking
      spaces (1.65 per 1000 sf) located in structured parking beneath the office
      building. The average floor size of 46,625 sf provides for flexible tenant
      layouts. Additionally, the Stafford Place I Property has immediate access
      to public transportation via the Ballston Metro Center.

      As of January 1, 2007, the Stafford Place I Property was 100.0% occupied.
      The Stafford Place I Property has maintained an occupancy level of over
      95% over each of the past ten years. The largest tenant, the National
      Science Foundation (the "NSF"), leases approximately 470,806 sf (96.9% of
      total rentable area), in which it maintains its corporate headquarters.
      The NSF has housed its headquarters at Stafford Place I Property since it
      was built in 1992. NSF has also expanded several times since taking
      occupancy and built a day care center for its employees. Furthermore, NSF
      occupies approximately 34.6% at the adjacent property with a first right
      to expand into any available space, Stafford Place II, another property
      owned by the Stafford Place I Loan Sponsor (as defined below). NSF was
      established by an act of Congress in 1950 as an independent, autonomous
      government agency. NSF is the largest scientific research funding and
      financial support institution in the United States. It supports an average
      of 200,000 researchers, engineers, students and educators each year with a
      budget of $5.58 billion in 2006. The NSF has a total workforce of 1,700 at
      the Stafford Place I Property. The Stafford Place I Property also houses
      the support staff of the National Science Board (the "NSB"), a committee


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -74-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - STAFFORD PLACE I
- --------------------------------------------------------------------------------

      of 24 eminent individuals, appointed by the President of the United States
      and confirmed by the Senate. The NSB is responsible for determining the
      direction and policies of the NSF.

      The following table presents certain information relating to the major
      tenants at the Stafford Place I Property:



                                                                                      % OF TOTAL     ANNUALIZED
                               CREDIT RATING                           ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                              (FITCH/MOODY'S/   TENANT                UNDERWRITTEN   UNDERWRITTEN    BASE RENT
        TENANT NAME               S&P)(1)        NRSF     % OF NRSF   BASE RENT ($)   BASE RENT      ($ PER SF)    LEASE EXPIRATION
- ---------------------------   ---------------   -------   ---------   ------------   ------------   ------------   ----------------

National Science Foundation     AAA/Aaa/AAA     470,806       96.9%    $14,391,191       96.4%         $30.57         12/31/2013
Remaining Tenants                                14,980        3.1%        535,740        3.6%          35.76
Vacant Space                                        136        0.0%
                                                -------   ---------   ------------   ------------   ------------
TOTAL ALL TENANTS                               485,922      100.0%    $14,926,932      100.0%         $30.73
                                                =======   =========   ============   ============   ============


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

      The following table presents certain information relating to the lease
rollover schedule at the Stafford Place I Property:




                                          LEASE EXPIRATION SCHEDULE(1)

                                                                                      % OF TOTAL     ANNUALIZED
                                                                      ANNUALIZED      ANNUALIZED    UNDERWRITTEN
                             EXPIRING      % OF        CUMULATIVE    UNDERWRITTEN    UNDERWRITTEN    BASE RENT
YEAR ENDING DECEMBER 31,       NRSF     TOTAL NRSF   OF TOTAL NRSF   BASE RENT ($)    BASE RENT      ($ PER SF)
- --------------------------   --------   ----------   -------------   -------------   ------------   ------------

2007(2)                            0        0.0%       0.0%           $         0         0.0%         $ 0.00
2008                           3,777        0.8%       0.8%               156,199         1.0%          41.36
2009                               0        0.0%       0.8%                     0         0.0%           0.00
2010                           3,109        0.6%       1.4%               102,918         0.7%          33.10
2011                           1,917        0.4%       1.8%                74,130         0.5%          38.67
2012                               0        0.0%       1.8%                     0         0.0%           0.00
2013                         476,983       98.2%     100.0%            14,593,685        97.8%          30.60
2014                               0        0.0%     100.0%                     0         0.0%           0.00
2015                               0        0.0%     100.0%                     0         0.0%           0.00
2016                               0        0.0%     100.0%                     0         0.0%           0.00
2017 & Thereafter                  0        0.0%     100.0%                     0         0.0%           0.00
Vacant                           136        0.0%     100.0%                     0         0.0%           0.00
                             --------   ----------                   -------------   ------------   ------------
TOTAL                        485,922      100.0%                      $14,926,932       100.0%         $30.73
                             ========   ==========                   =============   ============   ============


(1)   Calculated based on approximate square footage occupied by each tenant.

o     THE BORROWER. The borrowers are Stafford Windsor, LLC, Stafford Equity
      Stratford, LLC, and Stafford Data, LLC (collectively, the "STAFFORD PLACE
      I BORROWER"), each a single asset, single-member, special purpose,
      bankruptcy remote Delaware limited liability company with an independent
      director. The Stafford Place I Borrower owns the Stafford Place I Property
      as tenants-in-common. Legal counsel to the borrower delivered a non
      consolidation opinion in connection with the origination of the Stafford
      Place I Loan. Ralph Dweck (the "STAFFORD PLACE I LOAN SPONSOR") owns in
      excess of a 30% indirect ownership interest in each of the entities
      comprising the Stafford Place I Borrower. The Stafford Place I Loan has
      the standard non-recourse carveout obligations and joint and several
      guaranties of those obligations have been provided by the Stafford Place I
      Sponsor.

      Ralph Dweck, a former partner with the law firms of Dweck, Horowitz &
      Goldstein and Grossberg, Yochelson, Fox & Beyda, has been a full-time real
      estate developer since 1972. Mr. Dweck has developed and acquired a
      variety of properties throughout the Washington, D.C. metropolitan area in
      his 30+ years of real estate


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -75-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - STAFFORD PLACE I
- --------------------------------------------------------------------------------

      experience. His holdings include over 300,000 square feet of retail, 1.5
      million square feet of warehouse space, 3,500 apartment units and over 2.0
      million square feet of office space.

o     ESCROWS AND RESERVES. The Stafford Place I Loan provides for upfront and
      ongoing reserves as follows:

      Tax and Insurance Reserve: The Stafford Place I Borrower I is required to
      make monthly contributions into a tax and insurance reserve account in an
      amount equal to one-twelfth of the amount lender estimates will be
      necessary to pay impositions, such as taxes and insurance premiums, over
      the succeeding twelve months.

      Capital Expense Reserve: The Stafford Place I Borrower is required to
      deposit $3,720 per month into a capital expense reserve account. Funds in
      this reserve account will be used for approved capital expenses at the
      Stafford Place I Property.

      Rollover Reserve: The Stafford Place I Borrower is not required to make
      ongoing monthly deposits into a leasing reserve account, however, during
      an 18-month period prior to the end of the term of the NSF lease (June 30,
      2012) (the "LEASE SWEEP PERIOD"); if the NSF lease is surrendered or
      terminated; the occurrence of a default under the NSF lease; the
      occurrence of an insolvency proceeding relating to the tenant under the
      NSF lease), all excess cash funds, after payment of debt service, reserves
      and operating expenses) will be deposited into the tenant improvement and
      leasing commission reserve, which funds will be used to pay for approved
      leasing expenses in connection with re-tenanting the NSF space.
      Additionally, upon the commencement of the Lease Sweep Period , the
      Stafford Place I Borrower must deliver a letter of credit in an amount
      equal to the difference between $20/s.f., less the amount of such excess
      funds that the lender reasonably determines would be deposited into the
      leasing reserve account during the Lease Sweep Period.

o     LOCK BOX AND CASH MANAGEMENT. The Stafford Place I Loan requires a hard
      lock box, which is already in place. The loan documents require the
      Stafford Place I Borrower to direct tenants to pay their rents directly to
      a lender-controlled account, and any rents received by the Stafford Place
      I Borrower or the property manager must be deposited within one business
      day of receipt into this lender-controlled account). Unless an event of
      default or Lease Sweep Period is in effect, on each payment date, all
      excess funds (after payment of debt service and reserves) will be remitted
      to the Stafford Place I Borrower.

o     PROPERTY MANAGEMENT. The property manager is Carr Real Estate Services,
      Inc. which is not affiliated with the Stafford Place I Borrower. The
      lender may replace the property manager (i) if an event of default is
      continuing, (ii) if manager is in default under the management agreement,
      or (iii) upon the gross negligence, malfeasance or willful misconduct of
      the manager. The annual management fee is 3% of gross revenues from the
      Stafford Place I Property .

o     MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not permitted.

o     TERRORISM INSURANCE. The Stafford Place I Property is insured against acts
      of terrorism as part of its "all-risk" property coverage. The loan
      documents require the Stafford Place I Borrower to maintain terrorism
      insurance in an amount equal to 100% of the full replacement cost of the
      Stafford Place I Property, provided that such coverage is available. In
      the event that coverage for terrorism is not included as part of the "all
      risk" property policy, the Stafford Place I Borrower will, nevertheless be
      required to obtain coverage for terrorism (as stand alone coverage) to the
      extent available, in an amount equal to 100% of the replacement cost of
      the Stafford I Property, subject to a premium cap equal to 150% of the
      aggregate insurance premiums payable with respect to all required
      insurance coverage for the last policy year in which coverage for
      terrorism was included as part of an all-risk policy, adjusted annually by
      a percentage equal to the increase in the "consumer price index". See


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -76-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - STAFFORD PLACE I
- --------------------------------------------------------------------------------

      "Risk Factors--Risk Related to the Underlying Mortgage Loans--The Absence
      of or Inadequacy of Insurance Coverage on the Mortgaged Properties May
      Adversely Affect Payments on Your Certificates" in the prospectus
      supplement.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -77-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - MERCHANDISE MART
- --------------------------------------------------------------------------------


                      [PHOTO OF MERCHANDISE MART OMITTED]


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -78-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - MERCHANDISE MART
- --------------------------------------------------------------------------------


                        [MAP OF MERCHANDISE MART OMITTED]


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -79-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - MERCHANDISE MART
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                              PROPERTY INFORMATION

Number of Mortgaged Real Properties                                           1
Location (City/State)                                         Chicago, Illinois
Property Type(1)                                                         Office
Size (sf)                                                             3,448,680
Percentage Leased as of September 30, 2006                                95.0%
Year Built/Year Renovated                                      1930 / 1986-2005
Appraisal Value                                                    $917,000,000
Underwritten Occupancy                                                    95.0%
Underwritten Revenues                                              $111,171,825
Underwritten Total Expenses                                         $44,720,518
Underwritten Net Operating Income (NOI)                             $66,451,307
Underwritten Net Cash Flow (NCF)                                    $63,091,590
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION

Originator                                                                GSCMC
Cut-off Date Principal Balance                                     $175,000,000
Cut-off Date Principal Balance PSF/Unit(2)                              $101.49
Percentage of Initial Mortgage Pool Balance                                2.7%
Number of Mortgage Loans                                                      1
Type of Security                                                     Fee Simple
Mortgage Rate                                                           5.5725%
Original Term to Maturity (Months)                                          120
Original Amortization Term (Months)                               Interest Only
Cut-off Date LTV Ratio(2)                                                 38.2%
LTV Ratio at Maturity(2)                                                  38.2%
Underwritten DSCR on NOI(2)                                               3.35x
Underwritten DSCR on NCF(2)                                               3.18x
Shadow Rating(3)                                                  "AAA/Aa1/AAA"
- --------------------------------------------------------------------------------

(1)   The property is comprised of 1,970,102 sf of market showroom and design
      center space, 1,018,492 sf of office space, 386,090 sf of trade show space
      and 73,996 sf of retail space.

(2)   The Cut-off Date Principal Balance PSF/Unit, the Cut-off Date LTV Ratio,
      the LTV Ratio at Maturity, the Underwritten DSCR on NOI and the
      Underwritten DSCR on NCF are calculated based on the Merchandise Mart
      Whole Loan.

(3)   Fitch, Moody's and S&P have confirmed that the Merchandise Mart Loan has,
      in the context of its inclusion in the trust, credit characteristics
      consistent with that of an obligation rated "AAA" by Fitch, "Aa1" by
      Moody's and "AAA" by S&P.

o     THE LOAN. The mortgage loan (the "MERCHANDISE MART LOAN") is a pari passu
      portion of a whole mortgage loan (the "MERCHANDISE MART WHOLE LOAN")
      evidenced by two notes in the aggregate original principal amount of
      $350,000,000 and is secured by a first mortgage encumbering an office
      building in Chicago, Illinois (the "MERCHANDISE MART PROPERTY"). The
      Merchandise Mart Whole Loan was jointly originated 50% by Goldman Sachs
      Commercial Mortgage Capital, L.P. and 50% by Eurohypo AG, New York Branch
      on November 21, 2006. The Merchandise Mart Loan was subsequently purchased
      by Goldman Sachs Mortgage Company. The Merchandise Mart Loan represents
      approximately 2.7% of the initial mortgage pool balance and approximately
      2.9% of the initial sub-pool 1 balance. The note evidencing the
      Merchandise Mart Loan has an original principal balance and outstanding
      principal balance as of the cut-off date of $175,000,000, and has an
      interest rate of 5.5725%. The proceeds of the Merchandise Mart Whole Loan
      were used to refinance existing debt on the Merchandise Mart Property.

      The pari passu companion loan to the Merchandise Mart Loan is evidenced by
      a separate pari passu note with an interest rate of 5.5725% per annum and
      an original principal balance and a principal balance as of the cut-off
      date of $175,000,000 (the "MERCHANDISE MART COMPANION LOAN"). The
      Merchandise Mart Companion Loan will not be an asset of the trust. The
      Merchandise Mart Loan and the Merchandise Mart Companion Loan are governed
      by an intercreditor agreement, as described in the prospectus supplement
      under "Description of the Mortgage Pool--Split Loan Structure" and will be
      serviced pursuant to the terms of the pooling and servicing agreement
      related to the J.P. Morgan Chase Commercial Mortgage Securities Trust
      2006-LDP9 Commercial Mortgage Pass-Through Certificates, Series 2006-LDP9.

      The Merchandise Mart Loan had an initial term of 120 months, has a
      remaining term of 117 months and requires payments of interest only until
      maturity. The scheduled maturity date is the payment date in December
      2016. Voluntary prepayment of the Merchandise Mart Loan is prohibited
      until the payment date in August 2016. Defeasance with United States
      government securities or certain other obligations backed by the full
      faith and credit of the United States of America is permitted on or after
      the first payment date following the earlier of (i) three years from the
      closing date and (ii) two years from the date on which the Merchandise
      Mart Whole Loan has been securitized.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -80-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - MERCHANDISE MART
- --------------------------------------------------------------------------------

o     THE PROPERTY. The Merchandise Mart Property is a 3,448,680 sf, 25-story
      Class A mixed-use building located at 222 Merchandise Mart Plaza in
      Chicago, Illinois. The property is comprised of 1,970,102 sf of market
      showroom and design center space, 1,018,492 sf of office space, 386,090 sf
      of trade show space and 73,996 sf of retail space. It is located on
      6.65-acres on two city blocks along the northern bank of the Chicago River
      in the city's commercial business district, in the River North
      neighborhood. The Merchandise Mart Property was originally constructed by
      Marshall Fields & Co. in 1930 and strengthened with a $332 million capital
      program, which commenced in 1986 and was completed in 2005. The
      Merchandise Mart Property was 95.0% leased as of September 30, 2006.

      The following table presents certain information relating to the major
      tenants at the Merchandise Mart Property:




                                  LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT

                                                                                       % OF TOTAL     ANNUALIZED
                                 CREDIT RATING                          ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                                (FITCH/MOODY'S/    TENANT      % OF    UNDERWRITTEN   UNDERWRITTEN    BASE RENT       LEASE
         TENANT NAME                S&P)(1)         NRSF       NRSF    BASE RENT ($)   BASE RENT     ($ PER NRSF)   EXPIRATION
- -----------------------------   ---------------   ---------   ------   ------------   ------------   ------------   ----------

MTS-MM LLC(2)                    BBB/Baa2/BBB+      386,090    11.2%    $7,884,835         8.6%         $20.42      12/31/2014
Monsanto Company(3)               A-/Baa1/A-        100,167     2.9%     2,622,636         2.9%          26.18      9/30/2007
CCC Information Services Inc.     BBB/Baa2/NR       106,730     3.1%     2,581,290         2.8%          24.19      11/30/2008
Bankers Life & Casualty Co.      BBB+/Baa3/BB+      115,680     3.4%     2,527,196         2.8%          21.85      11/30/2018
WPP Group                       BBB+/Baa2/BBB+      111,700     3.2%     2,385,250         2.6%          21.35       2/1/2020
American Intercontinental Unv      NR/NR/NR          93,799     2.7%     2,165,819         2.4%          23.09      1/31/2016
RBC Mortgage Company              AA/Aa2/AA-         69,359     2.0%     1,638,953         1.8%          23.63      4/30/2018
Office Of Special Deputy Rec.      NR/NR/NR          73,577     2.1%     1,461,005         1.6%          19.86      1/31/2015
LB Works, Llc                      NR/NR/NR          45,465     1.3%     1,417,599         1.6%          31.18      2/29/2008
Holly Hunt, Ltd.                   NR/NR/NR          42,222     1.2%     1,118,910         1.2%          26.50      10/31/2010
                                                  ---------   ------   ------------   ------------   ------------
TOTAL LARGEST TENANTS                             1,144,789    33.2%   $25,803,493        28.3%         $22.54
Other Tenants                                     2,132,977    61.8%    65,407,463        71.7%          30.66
Vacant Space                                        170,914     5.0%             0         0.0%           0.00
                                                  ---------   ------   ------------   ------------   ------------
TOTAL ALL TENANTS                                 3,448,680   100.0%   $91,210,956       100.0%         $27.83
                                                  =========   ======   ============   ============   ============


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

(2)   Merchandise Mart Properties Inc. ("MMPI"), a subsidiary of Vornado Realty
      Trust, operates the trade shows through a service agreement with MTS-MM
      LLC, the co-borrower and master tenant for the trade show space on the 7th
      and 8th floors.

(3)   Monsanto Company subleases 99,954 sf to NAVTEQ Corp., which also currently
      occupies an additional 49,129 sf.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -81-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - MERCHANDISE MART
- --------------------------------------------------------------------------------

      The following table presents certain information relating to the lease
      rollover schedule at the Merchandise Mart Property:




                                      LEASE EXPIRATION SCHEDULE(1)

                                                                              % OF TOTAL     ANNUALIZED
                                                CUMULATIVE    ANNUALIZED      ANNUALIZED    UNDERWRITTEN
    YEAR ENDING        EXPIRING    % OF TOTAL    OF TOTAL    UNDERWRITTEN    UNDERWRITTEN    BASE RENT
   DECEMBER 31,          NRSF         NRSF         NRSF      BASE RENT ($)    BASE RENT     ($ PER NRSF)
- -------------------    ---------   ----------   ----------   -------------   ------------   ------------

MTM                      139,331       4.0%         4.0%      $2,110,437          2.3%         $15.15
2007                     418,115      12.1%        16.2%      11,705,071         12.8%          27.99
2008                     445,491      12.9%        29.1%      12,906,823         14.2%          28.97
2009                     261,146       7.6%        36.7%       8,840,343          9.7%          33.85
2010                     313,191       9.1%        45.7%      10,060,685         11.0%          32.12
2011                     172,906       5.0%        50.7%       6,067,589          6.7%          35.09
2012                      58,316       1.7%        52.4%       1,943,850          2.1%          33.33
2013                     244,736       7.1%        59.5%       7,177,564          7.9%          29.33
2014                     521,924      15.1%        74.7%      12,217,033         13.4%          23.41
2015                     185,726       5.4%        80.1%       4,739,977          5.2%          25.52
2016                     199,564       5.8%        85.8%       5,798,889          6.4%          29.06
2017 and Thereafter      317,320       9.2%        95.0%       7,642,695          8.4%          24.09
Vacant                   170,914       5.0%       100.0%               0          0.0%           0.00
                       ---------   ----------                ------------    ------------   ------------
TOTAL                  3,448,680     100.0%                  $91,210,956        100.0%         $27.83
                       =========   ==========                ============    ============   ============


(1)   Calculated based on approximate square footage occupied by each tenant.

o     THE BORROWER. The borrowers are Merchandise Mart L.L.C., a Delaware
      limited liability company, and MTS-MM LLC, a Delaware limited liability
      company. Merchandise Mart L.L.C. is a single purpose entity that owns the
      Merchandise Mart Property. MTS-MM LLC is a single purpose entity, which
      leases two floors of the Merchandise Mart Property, where trade shows are
      held, pursuant to a master lease between Merchandise Mart L.L.C. as
      landlord and MTS-MM LLC as tenant. Merchandise Mart L.L.C. and MTS-MM LLC
      are affiliated entities.

o     ESCROWS. During the continuance of a Merchandise Mart Cash Trap Period,
      the loan documents require the reserve of monthly escrows for real estate
      taxes, insurance, capital expenditures and tenant improvements and leasing
      commissions.

      A "MERCHANDISE MART CASH TRAP PERIOD" means any period from (i) the
      conclusion of any 12-month period ending on the last day of the fiscal
      quarter during which net operating income is less than 85% of origination
      date net operating income, to (ii) the conclusion of the second of any two
      12-month periods ending on the last day of consecutive fiscal quarters
      thereafter during each of which periods net operating income is at least
      85% of origination date net operating income. However, if at the
      conclusion of any 12-month period ending on the last day of the fiscal
      quarter, net operating income is less than 85% of origination date net
      operating income, then borrower may deliver to lender a qualified
      guarantee or a qualified letter of credit in an amount equal to the
      difference between (a) 85% of the origination date net operating income
      and (b) net operating income at the conclusion of the 12-month period
      ending on the last day of the fiscal quarter, in which case a Merchandise
      Mart Cash Trap Period shall not be deemed to have commenced. Any such
      qualified guarantee or qualified letter of credit shall not be released
      unless and until the conclusion of the second of any two 12-month periods
      ending on the last day of consecutive fiscal quarters thereafter during
      each of which 12-month period net operating income is at least 85% of
      closing date net operating income.

o     LOCK BOX AND CASH MANAGEMENT. The Merchandise Mart Loan requires a hard
      lockbox, which is already in place, and a cash management account into
      which income (other than de minimis items of income which are not


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -82-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - MERCHANDISE MART
- --------------------------------------------------------------------------------

      payable by tenants or which are not otherwise payable under leases) from
      the property will be deposited (the "MERCHANDISE MART CASH MANAGEMENT
      ACCOUNT"). The borrower is required to direct the tenants to make all
      payments under the leases directly to the Merchandise Mart Cash Management
      Account. Additionally, the Merchandise Mart Loan requires a credit card
      receipts clearing account into which credit card receipts from the
      property will be deposited (the "MERCHANDISE MART CREDIT CARD RECEIPTS
      ACCOUNT"). All receipts deposited into the Merchandise Mart Credit Card
      Receipts Account will be periodically deposited into the Merchandise Mart
      Cash Management Account. On each business day, the funds on deposit will
      be swept to the borrower except during a Merchandise Mart Cash Trap Period
      or the continuance of an event of default. During a Merchandise Mart Cash
      Trap Period, on each payment date, provided no event of default has
      occurred and is continuing, the lender shall transfer amounts from the
      Merchandise Mart Cash Management Account, to the extent available therein,
      to apply to borrower service fees, tax and insurance reserves, monthly
      debt service, operating expenses, capital expenditure reserve amounts and
      tenant improvements and leasing commissions reserve amounts, with all
      remaining amounts on deposit to be applied to the cash management accounts
      of the mezzanine lenders or, if there are no mezzanine loans outstanding,
      at borrowers' discretion.

o     PROPERTY MANAGEMENT. The Merchandise Mart Property is currently managed by
      Merchandise Mart Properties, Inc. ("MMP"), a subsidiary of Vornado Realty,
      L.P. Vornado Realty, L.P. is a subsidiary of the borrowers. Under the
      management agreement, the borrowers pay to MMP a management fee in the
      amount of 4.5% of the revenues from the Merchandise Mart Property. In
      addition, MTS-MM LLC ("MTS"), a subsidiary of Vornado Realty, L.P., is the
      facility manager of the trade show space and manages and operates the
      trade show space for the purposes of producing trade shows. Under the
      tradeshow service agreement, the borrowers pay to MTS a management fee in
      the amount of certain costs incurred due to the performance of its
      responsibilities as facility manager plus 5% of the costs incurred. The
      lender may require the borrowers to replace MMP as the property manager or
      MTS as the facility manager if an event of default under the Merchandise
      Mart Loan has occurred.

o     MEZZANINE OR SUBORDINATE INDEBTEDNESS. Concurrent with the origination of
      the Merchandise Mart Whole Loan, a $100,000,000 mezzanine loan to
      Merchandise Mart First Mezzanine Borrower LLC (the "FIRST MEZZANINE LOAN")
      and a $100,000,000 mezzanine loan to Merchandise Mart Second Mezzanine
      Borrower LLC (the "SECOND MEZZANINE LOAN") were jointly originated 50% by
      Goldman Sachs Commercial Mortgage Capital, L.P. and 50% by Eurohypo AG,
      New York Branch, and VNO-MM Mezzanine Lender LLC, an affiliate of the
      borrowers, originated a $100,000,000 mezzanine loan to Merchandise Mart
      Third Mezzanine Borrower LLC (the "THIRD MEZZANINE LOAN"). The scheduled
      maturity date of each of the mezzanine loans is December 6, 2016. The
      First Mezzanine Loan is secured by, among other things, a first priority
      security interest in 100% of the direct interests in the borrowers, the
      Second Mezzanine Loan is secured by, among other things, a first priority
      security interest in 100% of the direct interests in Merchandise Mart
      First Mezzanine Borrower LLC and the Third Mezzanine Loan is secured by,
      among other things, a first priority security interest in 100% of the
      direct interests in Merchandise Mart Second Mezzanine Borrower LLC.
      Pursuant to an intercreditor agreement executed between the lender under
      the Merchandise Mart Whole Loan (the "SENIOR LENDERS"), the first
      mezzanine lender, the second mezzanine lender and the third mezzanine
      lender (collectively, "MEZZANINE LENDERS"), the Mezzanine Lenders possess
      the right to cure a default under the mortgage loan documents. In
      addition, if the Merchandise Mart Whole Loan has been accelerated, any
      enforcement action has been commenced under the Merchandise Mart Whole
      Loan Documents, a proceeding has been commenced against the borrowers or
      the Merchandise Mart Whole Loan is a "specially serviced mortgage loan"
      under the applicable pooling and servicing agreement following the
      occurrence of an event of default, each Mezzanine Lender shall have the
      right to purchase, in whole but not in part, the Merchandise Mart Whole
      Loan for a price generally equal to the outstanding principal balance
      thereof, together with all accrued


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -83-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - MERCHANDISE MART
- --------------------------------------------------------------------------------

      interest and other amounts due thereon and all other costs, expenses and
      amounts due and payable under the Merchandise Mart Whole Loan Documents
      through and including the date that such Mezzanine Lender purchases the
      Merchandise Mart Whole Loan and any fees and expenses payable or
      reimbursable to any servicer. The Senior Lender may not amend the mortgage
      loan documents without the consent of the Mezzanine Lenders if the
      amendment increases the interest rate or principal amount of the
      Merchandise Mart Whole Loan, modifies the maturity date, or otherwise
      amends certain specified terms. Upon the occurrence of an event of default
      under the mezzanine loan documents, no Mezzanine Lender may foreclose upon
      the equity interests in any other mortgage borrower without (i) rating
      agency confirmation that the foreclosure would not result in a downgrade,
      qualification or withdrawal of the then current ratings of certificates
      then outstanding and (ii) the approval of the applicable senior Mezzanine
      Lenders, in each case unless (1) the transferee of the title to the equity
      interests is a qualified transferee and (2) each of the premises will be
      managed and operated by an approved property manager. Transfer of a
      Mezzanine Lender's interest in the mezzanine loan is governed by the terms
      of the intercreditor agreement, which generally prohibits transfers of
      more than 49% of a Mezzanine Lender's interest in the mezzanine loan
      unless such transfer is to a qualified transferee or rating agency
      approval has been obtained.

o     TERRORISM INSURANCE. The loan documents require that the "all risk"
      insurance policies required to be maintained by the borrowers provide
      coverage for terrorism in an amount equal to the lesser of $350,000,000
      and the full replacement cost of the Merchandise Mart Property, if and to
      the extent that this coverage is commercially available for an annual
      premium that is less than or equal to $1,000,000. If the borrowers cannot
      obtain this terrorism coverage, then the borrowers are required to obtain
      terrorism coverage (at a premium that does not exceed $1,000,000) as is
      acceptable to the lender in its reasonable discretion. In addition, the
      borrowers are required to maintain business interruption insurance
      commencing on the date of any casualty or condemnation, and containing an
      extended period of indemnity covering the 12 month period commencing on
      the date on which the Merchandise Mart Property has been restored. The
      borrowers are permitted to maintain terrorism coverage through a blanket
      policy. See "Risk Factors--Risk Related to the Underlying Mortgage
      Loans--The Absence of or Inadequacy of Insurance Coverage on the Mortgaged
      Properties May Adversely Affect Payments on Your Certificates" in the
      prospectus supplement.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -84-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - COPT OFFICE PORTFOLIO
- --------------------------------------------------------------------------------


                    [PHOTO OF COPT OFFICE PORTFOLIO OMITTED]


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -85-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - COPT OFFICE PORTFOLIO
- --------------------------------------------------------------------------------


                     [MAP OF COPT OFFICE PORTFOLIO OMITTED]


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -86-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - COPT OFFICE PORTFOLIO
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                              PROPERTY INFORMATION

Number of Mortgaged Real Properties                                          14
Location (City/State)                                       Linthicum, Maryland
                                                   & Colorado Springs, Colorado
Property Type                                                            Office
Size (sf)                                                             1,018,982
Percentage Leased as of December 1, 2006(1)                               97.6%
Year Built                                                            1983-2000
Appraisal Value                                                    $183,350,000
Underwritten Occupancy                                                    93.0%
Underwritten Revenues                                               $19,605,076
Underwritten Total Expenses                                          $7,535,263
Underwritten Net Operating Income (NOI)                             $12,069,814
Underwritten Net Cash Flow (NCF)                                    $10,907,454

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

- --------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION

Originator                                                                GSCMC
Cut-off Date Principal Balance                                     $146,500,000

Cut-off Date Principal Balance PSF/Unit                                 $143.77
Percentage of Initial Mortgage Pool Balance                                2.2%
Number of Mortgage Loans                                                      1
Type of Security                                                     Fee Simple
Mortgage Rate                                                             5.43%
Original Term to Maturity (Months)                                          119
Original Amortization Term (Months)                               Interest Only
Cut-off Date LTV Ratio                                                    79.9%
LTV Ratio at Maturity                                                     79.9%
Underwritten DSCR on NOI                                                  1.49x
Underwritten DSCR on NCF                                                  1.35x
- --------------------------------------------------------------------------------

(1)   Excluding the Master Lease as described under "--Master Lease" below, the
      COPT Office Portfolio is approximately 86.1% occupied.

o     THE LOAN. The mortgage loan (the "COPT OFFICE PORTFOLIO LOAN") is
      evidenced by a single note in the original principal amount of
      $146,500,000 and is secured by first mortgages encumbering fourteen office
      buildings located in Linthicum, Maryland and Colorado Springs, Colorado
      (the "COPT OFFICE PORTFOLIO PROPERTIES"). The COPT Office Portfolio Loan
      was originated on December 28, 2006 by Goldman Sachs Commercial Mortgage
      Capital, L.P. and was subsequently purchased by Goldman Sachs Mortgage
      Company. The COPT Office Portfolio Loan represents approximately 2.2% of
      the initial mortgage pool balance and approximately 2.4% of the initial
      sub-pool 1 balance. The note evidencing the COPT Office Portfolio Loan has
      an original principal balance and outstanding principal balance as of the
      cut-off date of $146,500,000, and has an interest rate of 5.43%. The
      proceeds from the COPT Office Portfolio Loan were used to refinance
      existing debt.

      The COPT Office Portfolio Loan had an initial term of 119 months, has a
      remaining term of 117 months and requires payments of interest only for
      the entire term. The scheduled maturity date is the payment date in
      December 2016. Voluntary prepayment of the COPT Office Portfolio Loan is
      prohibited until the payment date in September 2016. Defeasance with
      United States government securities or certain other obligations backed by
      the full faith and credit of the United States of America is permitted at
      any time after the second anniversary of the securitization closing date.

o     THE PROPERTIES. The COPT Office Portfolio Properties consist of nine
      office properties located in Linthicum, Maryland (approximately 618,541
      sf), each within a ten mile radius of the Baltimore-Washington
      International Airport ("BWI") and five office properties located in
      Colorado Springs, Colorado (approximately 400,441 sf). As of December 1,
      2006, the COPT Office Portfolio Properties were approximately 97.6% leased
      (including the Master Lease (as defined below)) with the majority of the
      space being leased to major government contractors and the United States
      government.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -87-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - COPT OFFICE PORTFOLIO
- --------------------------------------------------------------------------------

      The following table presents certain information relating to the COPT
      Office Portfolio Properties:



                                                      ALLOCATED                              OCCUPANCY
       PROPERTY NAME                LOCATION         LOAN AMOUNT    SIZE (SF)   YEAR BUILT   (LEASED)         LARGEST TENANT
- ---------------------------   --------------------   ------------   ---------   ----------   ---------   ------------------------

Airport Square 20             Linthicum, MD           $18,578,000      96,636      1988       100.0%          US Government
Airport Square 15             Linthicum, MD            13,533,000      67,455      2000       100.0%       Foundation Coal Corp
5725 Mark Dabling Boulevard   Colorado Springs, CO     12,882,000     108,976      1984       100.0%      Juniper Financial Corp
5775 Mark Dabling Boulevard   Colorado Springs, CO     12,477,000     109,678      1985       100.0%               CSAA
Airport Square 19             Linthicum, MD            12,012,000      71,076      1983        93.1%        COPT Master Lease
Airport Square 10             Linthicum, MD            11,812,000      73,572      1986       100.0%     United States of America
Airport Square 21             Linthicum, MD            11,692,000      68,802      1988        94.3%            URS, Inc.
Airport Square 14             Linthicum, MD            11,291,000      69,072      1987       100.0%         General Dynamics
5755 Mark Dabling Boulevard   Colorado Springs, CO     10,208,000     105,895      1989        88.2%       Acordia of Colorado
Airport Tech 1                Linthicum, MD             8,488,000      57,409      1986       100.0%        COPT Master Lease
Airport Tech 4                Linthicum, MD             8,408,000      57,379      1988       100.0%             Raytheon
Airport Tech 2                Linthicum, MD             8,008,000      57,140      1986       100.0%        Ciena Corporation
1925 Aero Tech                Colorado Springs, CO      3,717,000      37,946      1985       100.0%            ARINC Inc
1915 Aero Tech                Colorado Springs, CO      3,394,000      37,946      1985        92.5%            ARINC Inc
                                                     ------------   ---------                ---------
TOTAL/WEIGHTED AVERAGE                               $146,500,000   1,018,982                  97.6%
                                                     ============   =========                =========


      LINTHICUM, MARYLAND

      Nine properties (70.9% by allocated loan amount) are located in Linthicum,
      Maryland in the BWI office market. This market has experienced activity
      driven primarily by the presence of the defense industry. We cannot assure
      you that this activity will not decrease in response to changes in the
      defense industry. The BWI micro submarket encompasses 24 buildings
      totaling approximately 1.9 million sf of office space and has a current
      vacancy rate of approximately 7.8%. As of December 1, 2006, the COPT
      Office Portfolio Properties located in Linthicum, Maryland were 98.6%
      leased.

      COLORADO SPRINGS, COLORADO

      Five properties (29.1% by allocated loan amount) are located in Colorado
      Springs, Colorado. The market's single largest driver of growth is the
      military presence in the metro area. We cannot assure you that this
      activity will not decrease in response to changes in the defense industry.
      The Colorado Springs office market consists of approximately 25.4 million
      sf and has a current vacancy rate of approximately 7.7%. As of December 1,
      2006, the COPT Office Portfolio Properties located in Colorado Springs,
      Colorado were 96.6% leased.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -88-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - COPT OFFICE PORTFOLIO
- --------------------------------------------------------------------------------

      The following table presents certain information relating to the major
      tenants at the COPT Office Portfolio Properties:




                               TEN LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT

                                                                                      % OF TOTAL     ANNUALIZED
                                                                       ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                             CREDIT RATING        TENANT      % OF    UNDERWRITTEN   UNDERWRITTEN    BASE RENT       LEASE
     TENANT NAME         (FITCH/MOODY'S/S&P)(1)    NRSF       NRSF     BASE RENT      BASE RENT     ($ PER NRSF)   EXPIRATION
- ----------------------   ---------------------   ---------   ------   ------------   ------------   ------------   ----------

US Government                 AAA/Aaa/AAA          207,103    20.3%   $ 3,279,509        19.9%         $15.84         (2)
COPT Master Lease              NR/NR/NR            117,841    11.6%     2,360,271        14.3%          20.03         (3)
Foundation Coal Corp           NR/B1/BB-            57,112     5.6%     1,489,617         9.0%          26.08         (4)
CSAA                           NR/NR/NR            109,678    10.8%     1,216,329         7.4%          11.09      10/31/2011
Raytheon                    BBB+/Baa2/BBB+          57,379     5.6%     1,039,569         6.3%          18.12      6/30/2009
ARINC Inc                      NR/Ba3/BB            56,929     5.6%       846,488         5.1%          14.87         (5)
Juniper Financial Corp        AA+/Aa1/AA            68,993     6.8%       810,668         4.9%          11.75      12/31/2012
Ciena Corporation               NR/B2/B             57,140     5.6%       639,968         3.9%          11.20      5/31/2010
General Dynamics                A/A2/A              18,849     1.8%       514,955         3.1%          27.32      11/30/2010
URS Inc.                      NR/Ba1/BB+            12,186     1.2%       336,455         2.0%          27.61      1/31/2011
                                                 ---------   ------   ------------   ------------   ------------
TEN LARGEST TENANTS                                763,210    74.9%   $12,533,829        76.0%         $16.42
Remaining Tenants                                  225,953    22.2%     3,964,220        24.0%          17.12
Non Revenue Tenants(6)                               5,652     0.6%             0         0.0%           0.00
Vacant                                              24,167     2.4%             0         0.0%           0.00
                                                 ---------   ------   ------------   ------------   ------------
TOTAL ALL TENANTS                                1,018,982   100.0%   $16,498,049       100.0%         $16.58
                                                 =========   ======   ============   ============   ============


(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.

(2)   US Government has six leases with one lease expiring on 4/30/2008 (8,919
      sf) which it may terminate at any time with 180 days notice, one lease
      expiring on 10/31/2008 (1,210 sf), one lease expiring on 4/21/2009 (3,500
      sf), one lease expiring on 9/30/2009 (23,266 sf) which it may terminate at
      any time with 180 days written notice, one lease expiring on 9/1/2011
      (73,572 sf), and one lease expiring on 9/30/2012 (96,636 sf) which it may
      terminate at any time with 90 days notice.

(3)   COPT Master Lease consists of ten leases with three leases expiring on
      8/1/2009 (41,867 sf), four leases expiring on 9/1/2009 (27,449 sf), one
      lease expiring on 8/31/2011 (23,686 sf), one lease expiring on 10/31/2011
      (20,599 sf), and one lease expiring on 11/30/2011 (4,240 sf).

(4)   Foundation Coal Corp has three leases with two leases expiring on
      12/1/2007 (9,494 sf) and one lease expiring on 5/1/2010 (47,618 sf).

(5)   ARINC Inc has two leases with one lease expiring on 9/30/2009 (37,946 sf)
      and one lease expiring on 6/1/2011 (18,983 sf).

(6)   Includes cafeteria (3,623 sf), management office (1,320 sf) and fitness
      center (709 sf).

      The following table presents certain information relating to the lease
      rollover schedule at the COPT Office Portfolio Properties:




                                          LEASE EXPIRATION SCHEDULE(1)

                                                                                      % OF TOTAL     ANNUALIZED
                                                                       ANNUALIZED     ANNUALIZED    UNDERWRITTEN
     YEAR ENDING                         % OF TOTAL    CUMULATIVE     UNDERWRITTEN   UNDERWRITTEN    BASE RENT
     DECEMBER 31         EXPIRING NRSF      NRSF      OF TOTAL NRSF   BASE RENT ($)   BASE RENT     ($ PER NRSF)
- ----------------------   -------------   ----------   -------------   ------------   ------------   ------------

2007                          34,192         3.4%          3.4%       $    739,971        4.5%         $21.64
2008                          48,306         4.7%          8.1%            896,941        5.4%          18.57
2009                         254,207        24.9%         33.0%          4,449,524       27.0%          17.50
2010                         134,645        13.2%         46.3%          2,664,371       16.1%          19.79
2011                         294,803        28.9%         75.2%          4,603,194       27.9%          15.61
2012                         197,396        19.4%         94.6%          2,807,737       17.0%          14.22
2013                          25,614         2.5%         97.1%            336,312        2.0%          13.13
2014                               0         0.0%         97.1%                  0        0.0%           0.00
2015                               0         0.0%         97.1%                  0        0.0%           0.00
2016                               0         0.0%         97.1%                  0        0.0%           0.00
2017 and Thereafter                0         0.0%         97.1%                  0        0.0%           0.00
Non Revenue Tenants(2)         5,652         0.6%         97.6%                  0        0.0%           0.00
Vacant                        24,167         2.4%        100.0%                  0        0.0%           0.00
                         -------------   ----------                   ------------   ------------   ------------
TOTAL/WEIGHTED AVERAGE     1,018,982       100.0%                     $ 16,498,049      100.0%         $16.58
                         =============   ==========                   ============   ============   ============


(1)   Calculated based on approximate square footage occupied by each tenant.

(2)   Includes cafeteria (3,623 sf), management office (1,320 sf) and fitness
      center (709 sf).


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -89-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - COPT OFFICE PORTFOLIO
- --------------------------------------------------------------------------------

o     THE BORROWER. The borrowers are twenty single-purpose, single-asset
      entities each with an independent director (collectively the "COPT
      BORROWERS"). The nine COPT Office Portfolio Properties located in
      Linthicum, Maryland are structured as Indemnity Deeds of Trust and the
      guarantor has pledged its ownership interests in the related COPT Office
      Portfolio Property to secure the related COPT Borrower's obligations in
      the COPT Office Portfolio Loan. Legal counsel to each of the COPT
      Borrowers delivered a non-consolidation opinion in connection with the
      origination of the COPT Office Portfolio Loan. The sponsor is Corporate
      Office Properties Trust ("COPT"). Founded in 1988, COPT is an office REIT
      headquartered in Columbia, Maryland with a market capitalization of
      approximately $2.34 billion as of February 4, 2007. COPT solely or jointly
      owns 186 office properties totaling approximately 15.4 million sf. COPT
      holds an 80% interest in Corporate Office Properties, L.P. which holds a
      100% interest in the COPT Borrowers and is the guarantor under the
      non-recourse carveouts for the COPT Office Portfolio Loan.

o     MASTER LEASE. Corporate Office Properties, L.P. ("MASTER LESSEE"), the
      operating partnership of COPT, has entered into a master lease (the
      "MASTER LEASE") of ten suites (approximately 117,841 sf) in the five
      buildings for a term of three years. The Master Lessee's lease and
      guaranty obligations will be reduced on a pro rata basis upon leasing,
      occupancy, payment of leasing costs and commencement of rent by
      third-party tenants on terms equal to or better than the Master Lease
      terms for the applicable suite. Excluding the Master Lease, the COPT
      Office Portfolio Properties are approximately 86.1% occupied.

o     RELEASE OF COLLATERAL. Any time after the second anniversary of the
      securitization closing date, certain of the COPT Borrowers are permitted
      under the loan documents to obtain the release of one or more of their
      related COPT Office Portfolio Properties, subject to the satisfaction of
      certain conditions, including among others: (i) the delivery of defeasance
      collateral in an amount equal to 110% of the allocated loan amount for the
      property being released, (ii) after giving effect to such release, the
      debt service coverage ratio for the remaining properties is equal to or
      greater than the greater of (a) the debt service coverage ratio
      immediately preceding the release or (b) 1.20x.

o     SUBSTITUTION OF COLLATERAL. At any time prior to December 6, 2015, certain
      of the COPT Borrowers are permitted under the loan documents to obtain the
      release of one or more of their related COPT Office Portfolio Properties
      by simultaneously substituting one or more similar properties for each
      released property, subject to the satisfaction of certain conditions,
      including among others: (i) the payment of a fee equal to 0.50% of the
      allocated loan amount for the released property being released and the
      payment of all costs and expenses incurred by lender; (ii) no more than
      two COPT Office Portfolio Properties may be substituted in any one
      transaction (except with respect to certain COPT Office Portfolio
      Properties, which will be treated as one property for purposes of this
      criteria), (iii) after giving effect to the substitution, the debt service
      coverage ratio for the remaining properties is equal to or greater than
      the greater of (a) the debt service coverage ratio immediately preceding
      the substitution and (b) 1.10x, (iv) after giving effect to the
      substitution, the loan-to-value ratio for the remaining properties is
      equal to or less than the lesser of (a) the loan-to-value ratio
      immediately preceding the release or (b) 80%, (v) the cumulative amount of
      substituted properties must be less than (a) 30% of the aggregate
      allocated loan amount of all of the COPT Office Portfolio Properties if
      none of the Colorado properties are being or have been substituted or (b)
      40% of the aggregate allocated amount of all of the COPT Office Portfolio
      Properties if any of the Colorado properties are being or have been
      substituted, and (vi) rating agency confirmation that the substitution
      would not result in a qualification, withdrawal or downgrading of the then
      current ratings of certificates then outstanding.

      If the substitution of a substitute property for a released property does
      not take place simultaneously as contemplated above, the proposed released
      property may still be released, subject to the satisfaction of certain


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -90-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - COPT OFFICE PORTFOLIO
- --------------------------------------------------------------------------------

      conditions, including among others: (i) the deposit with lender of cash or
      a letter of credit (the "SUBSTITUTION COLLATERAL") in an amount equal to
      the greater of (a) the then fair market value of the proposed released
      property or (b) the amount that would be required to purchase defeasance
      collateral necessary to release the property through partial defeasance
      and (ii) the delivery to lender of a legal opinion that a securitization
      which includes the COPT Office Portfolio Loan will not fail to maintain
      its status as a "real estate investment conduit" as a result of the
      substitution. If the proposed substitution fails to occur within 90 days
      after the release of the applicable released property, lender may apply
      the proceeds of the Substitution Collateral to purchase the defeasance
      collateral necessary to effect a partial defeasance of the released
      property. If the Substitution Collateral is insufficient, the related COPT
      Borrower, within two business days of lender's demand for payment, is
      required to pay to the lender the shortfall amount.

o     LOCK BOX AND CASH MANAGEMENT. The COPT Office Portfolio Loan requires a
      hard lockbox, which is already in place. The loan documents require the
      COPT Borrowers to direct tenants to pay their rents directly to a
      lender-controlled lockbox account. The loan documents also require that
      all rents or other revenue received by or on behalf of the COPT Borrowers
      or the property manager be deposited into such lender-controlled lockbox
      account within one business day after receipt. Funds in the
      lender-controlled lockbox will be swept to the borrower's operating
      account daily except during a COPT Cash Management Period. During a COPT
      Cash Management Period, amounts in the lockbox account will be swept into
      a lender-controlled account to be applied to operating expenses, tax and
      insurance reserves, monthly debt service, replacement reserve amounts,
      tenant improvements and leasing commissions reserve amounts, default rate
      payments and lender-approved extraordinary expenses, with all remaining
      amounts on deposit to be held by the lender as additional security for the
      COPT Office Portfolio Loan. A "COPT CASH MANAGEMENT PERIOD" is a period
      during which (i) an event of default is continuing, until the event of
      default is cured, (ii) the debt service coverage ratio (based on
      underwritten net operating income) for the 12-month period ending with the
      most recently completed calendar month falls below 1.10x, until the debt
      service coverage ratio for the 12-month period ending with the most
      recently completed calendar month is greater than 1.15x for two
      consecutive calendar quarters or (iii) a COPT Borrower or the property
      manager is the subject of a bankruptcy action, until the action is
      finished or the property manager is replaced.

o     PROPERTY MANAGEMENT. COPT Property Management Services, LLC, an affiliate
      of the COPT Borrowers, is the property manager for all of the COPT Office
      Portfolio Properties. The property manager receives a management fee equal
      to the greater of (a) $1,000 per month and (b) 3.0% of the gross revenue
      and 5% of project costs if the COPT Borrowers require the property manager
      to supervise capital projects or tenant improvement projects. The lender
      may require the COPT Borrowers to terminate the property manager following
      one or more of the following events: (i) an event of default is continuing
      under the COPT Office Portfolio Loan, (ii) the property manager is in
      default under any management agreement or (iii) upon the gross negligence,
      malfeasance or willful misconduct of the property manager.

o     MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not Permitted.

o     TERRORISM INSURANCE. The loan documents require the COPT Borrowers to
      maintain terrorism insurance in an amount equal to 100% of the replacement
      cost of the COPT Office Portfolio Properties, provided coverage is
      available. In the event that coverage for terrorism is not included as
      part of the "all risk" property policy, the COPT Borrowers will be
      required to obtain, to the extent available, coverage for terrorism in the
      form of stand alone coverage, in an amount equal to 100% of the
      replacement cost of the COPT Office Portfolio Properties, subject to a
      premium cap equal to 100% of the aggregate insurance premiums payable with
      respect to all required insurance coverage for the last policy year in
      which coverage for terrorism was included as part of an


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -91-          [LOGO] RBS GREENWICH CAPITAL



GCCFC 2007-GG9
- --------------------------------------------------------------------------------

TEN LARGEST MORTGAGE LOANS - COPT OFFICE PORTFOLIO
- --------------------------------------------------------------------------------

      all-risk policy, adjusted annually by a percentage equal to the increase
      in the Consumer Price Index. See "Risk Factors--Risks Related to the
      Underlying Mortgage Loans--The Absence of or Inadequacy of Insurance
      Coverage on the Mortgaged Properties May Adversely Affect Payments on Your
      Certificates" in the prospectus supplement.


      The asset-backed securities referred to in these materials are being
offered when, as and if issued. In particular, you are advised that asset-backed
securities, and the asset pools backing them, are subject to modification or
revision (including, among other things, the possibility that one or more
classes of securities may be split, combined or eliminated), at any time prior
to issuance or availability of a final prospectus. As a result, you may commit
to purchase securities that have characteristics that may change, and you are
advised that all or a portion of the securities may not be issued that have the
characteristics described in these materials. Our obligation to sell securities
to you is conditioned on the securities and the underlying transaction having
the characteristics described in these materials. If we determine that condition
is not satisfied in any material respect, we will notify you, and neither the
issuer nor any of the underwriters will have any obligation to you to deliver
all or any portion of the securities which you have committed to purchase, and
there will be no liability between us as a consequence of the non-delivery.

      The depositor has filed a registration statement (including the
prospectus) with the Securities and Exchange Commission ("SEC") (SEC File no.
333-131400) for the offering to which the communication relates. Before you
invest, you should read the prospectus in the registration statement and other
documents the depositor has filed with the SEC for more complete information
about the depositor, the issuing trust and this offering. You may get these
documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, the depositor or Greenwich Capital Markets, Inc., any
underwriter, or any dealer participating in this offering will arrange to send
you the prospectus if you request it by calling toll-free 1-888-273-4485.

GOLDMAN SACHS                         -92-          [LOGO] RBS GREENWICH CAPITAL



                                     ANNEX C

                          MORTGAGE POOL CHARACTERISTICS


                                       C-1




                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                               Annex C-Total Pool

PROPERTY TYPES



                                                                                                          WTD. AVG.
                                              AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                 NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF    MATURITY   TERM TO   WTD. AVG.
                                 MORTGAGED    PRINCIPAL        POOL      WTD. AVG.   DATE LTV   DATE LTV   MATURITY   MORTGAGE
         PROPERTY TYPE          PROPERTIES   BALANCE ($)      BALANCE       DSCR      RATIO      RATIO     (MONTHS)     RATE
- ------------------------------------------------------------------------------------------------------------------------------

Office                              99      3,917,153,704      59.6%        1.62      62.4%      61.5%       108       5.764%
Retail                              67        976,517,842      14.8%        1.39      69.9%      64.9%       102       5.929%
Multifamily                         56        484,285,000       7.4%        1.27      75.5%      72.5%        96       5.951%
Industrial                          66        478,325,904       7.3%        1.43      73.9%      73.2%       104       5.626%
Hospitality                         21        474,843,190       7.2%        1.61      74.7%      72.0%        92       5.763%
Other                                3        113,161,502       1.7%        1.45      58.2%      58.2%        95       5.640%
Mixed Use                            6         83,450,000       1.3%        1.25      75.3%      70.3%       117       6.008%
Self-Storage                         9         38,986,721       0.6%        1.32      73.5%      65.9%       118       5.974%
Manufactured Housing                 1          9,200,000       0.1%        1.15      76.7%      69.5%       116       6.130%
                                ----------------------------------------------------------------------------------------------
                                   328      6,575,923,864     100.0%        1.54      66.4%      64.5%       105       5.795%
                                ==============================================================================================


PROPERTY LOCATIONS



                                                                                                          WTD. AVG.
                                              AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                 NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF    MATURITY   TERM TO   WTD. AVG.
                                 MORTGAGED    PRINCIPAL        POOL      WTD. AVG.   DATE LTV   DATE LTV   MATURITY   MORTGAGE
        PROPERTY STATE          PROPERTIES   BALANCE ($)      BALANCE       DSCR      RATIO      RATIO     (MONTHS)     RATE
- ------------------------------------------------------------------------------------------------------------------------------

New York                            49      1,444,487,094      22.0%        1.93      55.9%      55.0%       119       5.603%
California                          54        769,904,256      11.7%        1.25      74.1%      70.5%        89       5.963%
Massachusetts                        3        659,500,000      10.0%        1.30      50.4%      50.4%       117       5.599%
Texas                               26        427,737,196       6.5%        1.38      73.4%      68.9%        89       5.886%
Georgia                             14        419,383,904       6.4%        1.59      75.4%      74.7%        83       5.849%
Virginia                             8        350,796,753       5.3%        1.35      72.2%      71.5%       116       5.935%
Maryland                            16        345,922,000       5.3%        1.38      78.6%      77.9%        93       5.667%
Connecticut                         11        256,610,000       3.9%        1.17      75.2%      74.4%       119       6.149%
Illinois                             5        225,123,313       3.4%        2.77      47.1%      46.8%       105       5.663%
North Carolina                      25        203,528,434       3.1%        1.40      70.7%      66.1%       111       5.895%
Other States (1)                   117      1,472,930,915      22.4%        1.41      71.9%      68.8%       102       5.882%
                                ----------------------------------------------------------------------------------------------
                                   328      6,575,923,864     100.0%        1.54      66.4%      64.5%       105       5.795%
                                ==============================================================================================


(1)  Includes 25 states

CUT-OFF DATE PRINCIPAL BALANCES



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF    MATURITY   TERM TO   WTD. AVG.
     RANGE OF CUT-OFF DATE       MORTGAGE    PRINCIPAL        POOL      WTD. AVG.   DATE LTV   DATE LTV   MATURITY   MORTGAGE
          BALANCES($)             LOANS     BALANCE ($)      BALANCE       DSCR      RATIO      RATIO     (MONTHS)     RATE
- -----------------------------------------------------------------------------------------------------------------------------

Less than 2,500,001                  6         9,909,906       0.2%        1.31      64.1%      52.2%       117       5.965%
2,500,001 - 5,000,000               35       137,773,329       2.1%        1.32      72.6%      64.5%       108       5.866%
5,000,001 - 7,500,000               25       157,989,490       2.4%        1.41      69.4%      63.0%       111       5.881%
7,500,001 - 10,000,000              18       156,320,284       2.4%        1.45      73.1%      67.9%       112       5.837%
10,000,001 - 15,000,000             37       468,590,721       7.1%        1.30      74.4%      69.1%       113       5.899%
15,000,001 - 20,000,000             18       311,227,000       4.7%        1.41      74.9%      72.2%        97       5.975%
20,000,001 - 25,000,000              9       207,318,000       3.2%        1.34      75.9%      74.2%        97       5.907%
25,000,001 - 50,000,000             27       961,645,000      14.6%        1.41      70.7%      68.9%        95       5.800%
50,000,001 - 75,000,000              6       362,682,144       5.5%        1.29      74.9%      71.5%        82       5.992%
75,000,001 - 100,000,000             3       274,500,000       4.2%        1.65      68.6%      65.9%       118       5.731%
100,000,001 - 200,000,000           11     1,538,967,990      23.4%        1.55      69.2%      67.8%       103       5.876%
200,000,001 - 300,000,000            3       693,500,000      10.5%        1.64      63.5%      63.5%       103       5.763%
300,000,001 - 600,000,000            2       655,000,000      10.0%        2.32      50.8%      50.8%       118       5.497%
600,000,001 - 640,500,000            1       640,500,000       9.7%        1.29      50.0%      50.0%       118       5.599%
                                ---------------------------------------------------------------------------------------------
                                   201     6,575,923,864     100.0%        1.54      66.4%      64.5%       105       5.795%
                                =============================================================================================


THE AVERAGE CUT-OFF DATE PRINCIPAL BALANCE IS $32,716,039


                                      C-2


                               Annex C-Total Pool

MORTGAGE RATES



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF    MATURITY   TERM TO   WTD. AVG.
                                 MORTGAGE    PRINCIPAL        POOL      WTD. AVG.   DATE LTV   DATE LTV   MATURITY   MORTGAGE
  RANGE OF MORTGAGE RATES (%)     LOANS     BALANCE ($)      BALANCE       DSCR      RATIO      RATIO     (MONTHS)     RATE
- ----------------------------------------------------------------------------------------------------------------------------

Less than 5.500                      7       592,020,000       9.0%        2.54      44.7%      44.4%       115       5.450%
5.500 - 5.749                       71     3,097,151,460      47.1%        1.57      63.0%      62.1%       111       5.616%
5.750 - 5.999                       65     1,135,810,986      17.3%        1.30      74.5%      71.5%        94       5.852%
6.000 - 6.249                       37     1,299,017,334      19.8%        1.33      74.1%      70.8%       100       6.106%
6.250 - 6.499                       15       356,994,084       5.4%        1.25      75.4%      71.7%        89       6.362%
6.500 - 6.749                        3        54,970,000       0.8%        1.29      78.4%      74.6%       100       6.648%
6.750 - 6.847                        3        39,960,000       0.6%        1.28      78.3%      70.3%       102       6.799%
                                ---------------------------------------------------------------------------------------------
                                   201     6,575,923,864     100.0%        1.54      66.4%      64.5%       105       5.795%
                                =============================================================================================


THE WEIGHTED AVERAGE MORTGAGE RATE IS 5.795%.

DEBT SERVICE COVERAGE RATIOS



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF    MATURITY   TERM TO   WTD. AVG.
                                 MORTGAGE    PRINCIPAL        POOL      WTD. AVG.   DATE LTV   DATE LTV   MATURITY   MORTGAGE
          RANGE OF DSCRS          LOANS     BALANCE ($)      BALANCE       DSCR      RATIO      RATIO     (MONTHS)     RATE
- ----------------------------------------------------------------------------------------------------------------------------

Less than 1.10                       2        17,671,000       0.3%        1.06      68.4%      65.4%        99       6.377%
1.10 - 1.1999                       44       993,534,968      15.1%        1.16      75.7%      71.8%       105       6.000%
1.20 - 1.2999                       51     1,623,411,981      24.7%        1.26      65.8%      63.9%       110       5.827%
1.30 - 1.3999                       40     1,287,750,467      19.6%        1.35      76.3%      74.6%        97       5.825%
1.40 - 1.4999                       25       866,039,199      13.2%        1.45      66.4%      63.3%       107       5.777%
1.50 - 1.7499                       23       716,506,248      10.9%        1.58      69.5%      69.0%        89       5.772%
1.75 - 1.9999                        7       410,420,000       6.2%        1.92      60.7%      60.4%       118       5.601%
2.00 - 2.4999                        6       127,490,000       1.9%        2.23      53.3%      51.2%        98       5.533%
3.00 - 3.3608                        3       533,100,000       8.1%        3.19      30.8%      30.7%       118       5.493%
                                ---------------------------------------------------------------------------------------------
                                   201     6,575,923,864     100.0%        1.54      66.4%      64.5%       105       5.795%
                                =============================================================================================


THE WEIGHTED AVERAGE DEBT SERVICE COVERAGE RATIO IS 1.54X.


                                      C-3


                               Annex C-Total Pool

CUT-OFF DATE LOAN-TO-VALUE RATIOS



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF    MATURITY   TERM TO   WTD. AVG.
   RANGE OF CUT-OFF DATE LTV     MORTGAGE    PRINCIPAL        POOL      WTD. AVG.   DATE LTV   DATE LTV   MATURITY   MORTGAGE
          RATIOS (%)              LOANS     BALANCE ($)      BALANCE       DSCR      RATIO      RATIO     (MONTHS)     RATE
- -----------------------------------------------------------------------------------------------------------------------------

Less than 55.00                     14     1,563,759,147      23.8%        2.09      43.8%      43.9%       117       5.574%
55.01 - 60.00                        5       242,667,640       3.7%        1.60      57.6%      57.4%       110       5.601%
60.01 - 65.00                       16       496,766,772       7.6%        1.45      62.6%      60.0%       113       5.785%
65.01 - 70.00                       29       593,110,030       9.0%        1.49      68.5%      64.0%       105       5.802%
70.01 - 75.00                       44     1,314,254,697      20.0%        1.34      73.4%      71.2%       106       5.979%
75.01 - 80.00                       88     2,141,576,441      32.6%        1.32      78.5%      75.9%        97       5.854%
80.01 - 83.15                        5       223,789,135       3.4%        1.21      80.5%      79.2%        67       5.907%
                                ---------------------------------------------------------------------------------------------
                                   201     6,575,923,864     100.0%        1.54      66.4%      64.5%       105       5.795%
                                =============================================================================================


THE WEIGHTED AVERAGE CUT-OFF DATE LTV RATIO IS 66.4%.

MATURITY DATE LOAN-TO-VALUE RATIOS



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF    MATURITY   TERM TO   WTD. AVG.
  RANGE OF MATURITY DATE LTV     MORTGAGE    PRINCIPAL        POOL      WTD. AVG.   DATE LTV   DATE LTV   MATURITY   MORTGAGE
          RATIOS (%)              LOANS     BALANCE ($)      BALANCE       DSCR      RATIO      RATIO     (MONTHS)     RATE
- -----------------------------------------------------------------------------------------------------------------------------

Less than 55.00                     19     1,657,693,972      25.2%        2.06      45.1%      44.0%       117       5.603%
55.01 - 60.00                       16       441,216,054       6.7%        1.52      62.9%      57.6%       110       5.767%
60.01 - 65.00                       25       583,173,816       8.9%        1.38      65.9%      62.6%       114       5.797%
65.01 - 70.00                       51       821,391,466      12.5%        1.37      71.0%      67.3%       104       5.841%
70.01 - 75.00                       52     1,402,230,557      21.3%        1.33      75.2%      73.1%       105       5.967%
75.01 - 80.00                       35     1,480,243,000      22.5%        1.35      78.8%      78.6%        93       5.817%
80.01 - 80.60                        3       189,975,000       2.9%        1.19      80.4%      80.4%        58       5.889%
                                ---------------------------------------------------------------------------------------------
                                   201     6,575,923,864     100.0%        1.54      66.4%      64.5%       105       5.795%
                                =============================================================================================


THE WEIGHTED AVERAGE MATURITY DATE LTV RATIO IS 64.5%.

ORIGINAL TERMS TO MATURITY



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF    MATURITY   TERM TO   WTD. AVG.
  RANGE OF ORIGINAL TERMS TO     MORTGAGE    PRINCIPAL        POOL      WTD. AVG.   DATE LTV   DATE LTV   MATURITY   MORTGAGE
       MATURITY (MONTHS)          LOANS     BALANCE ($)      BALANCE       DSCR      RATIO      RATIO     (MONTHS)     RATE
- -----------------------------------------------------------------------------------------------------------------------------

0 - 60                              33       980,364,861      14.9%        1.39      74.4%      73.7%        57       5.853%
61 - 96                             10       544,082,746       8.3%        1.43      75.8%      74.3%        71       6.088%
109 - 122                          157     5,048,274,230      76.8%        1.58      63.9%      61.7%       118       5.752%
123 - 144                            1         3,202,027       0.0%        1.23      48.5%       0.4%       141       5.560%
                                ---------------------------------------------------------------------------------------------
                                   201     6,575,923,864     100.0%        1.54      66.4%      64.5%       105       5.795%
                                =============================================================================================


THE WEIGHTED AVERAGE ORIGINAL TERM TO MATURITY IS 107 MONTHS.

REMAINING TERMS TO MATURITY



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF    MATURITY   TERM TO   WTD. AVG.
  RANGE OF REMAINING TERMS TO    MORTGAGE    PRINCIPAL        POOL      WTD. AVG.   DATE LTV   DATE LTV   MATURITY   MORTGAGE
       MATURITY (MONTHS)          LOANS     BALANCE ($)      BALANCE       DSCR      RATIO      RATIO     (MONTHS)     RATE
- -----------------------------------------------------------------------------------------------------------------------------

0 - 60                              33       980,364,861      14.9%        1.39      74.4%      73.7%        57       5.853%
61 - 96                             10       544,082,746       8.3%        1.43      75.8%      74.3%        71       6.088%
109 - 120                          157     5,048,274,230      76.8%        1.58      63.9%      61.7%       118       5.752%
121 - 141                            1         3,202,027       0.0%        1.23      48.5%       0.4%       141       5.560%
                                ---------------------------------------------------------------------------------------------
                                   201     6,575,923,864     100.0%        1.54      66.4%      64.5%       105       5.795%
                                =============================================================================================


THE WEIGHTED AVERAGE REMAINING TERM TO MATURITY IS 105 MONTHS.


                                      C-4


                               Annex C-Total Pool

SEASONING



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF    MATURITY   TERM TO   WTD. AVG.
                                 MORTGAGE    PRINCIPAL        POOL      WTD. AVG.   DATE LTV   DATE LTV   MATURITY   MORTGAGE
   SEASONING (MONTHS)             LOANS     BALANCE ($)      BALANCE       DSCR      RATIO      RATIO     (MONTHS)     RATE
- -----------------------------------------------------------------------------------------------------------------------------

0 - 12                             201     6,575,923,864     100.0%        1.54      66.4%      64.5%       105       5.795%
                                ---------------------------------------------------------------------------------------------
                                   201     6,575,923,864     100.0%        1.54      66.4%      64.5%       105       5.795%
                                =============================================================================================


THE WEIGHTED AVERAGE SEASONING IS 2 MONTHS.

ORIGINAL AMORTIZATION TERMS



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF    MATURITY   TERM TO   WTD. AVG.
RANGE OF ORIGINAL AMORTIZATION   MORTGAGE    PRINCIPAL        POOL      WTD. AVG.   DATE LTV   DATE LTV   MATURITY   MORTGAGE
        TERMS (MONTHS)            LOANS     BALANCE ($)      BALANCE       DSCR      RATIO      RATIO     (MONTHS)     RATE
- -----------------------------------------------------------------------------------------------------------------------------

Interest Only                       87     5,021,562,146      76.4%        1.61     64.6%       64.3%       102       5.736%
120 - 240                            2         4,664,656       0.1%        1.20     46.4%        0.4%       133       5.620%
241 - 360                          112     1,549,697,062      23.6%        1.29     72.4%       65.5%       115       5.986%
                                ---------------------------------------------------------------------------------------------
                                   201     6,575,923,864     100.0%        1.54     66.4%       64.5%       105       5.795%
                                =============================================================================================


THE WEIGHTED AVERAGE ORIGINAL AMORTIZATION TERM IS 356 MONTHS.

REMAINING STATED AMORTIZATION TERMS



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF    MATURITY   TERM TO   WTD. AVG.
       RANGE OF REMAINING        MORTGAGE    PRINCIPAL        POOL      WTD. AVG.   DATE LTV   DATE LTV   MATURITY   MORTGAGE
  AMORTIZATION TERMS (MONTHS)     LOANS     BALANCE ($)      BALANCE       DSCR      RATIO      RATIO     (MONTHS)     RATE
- -----------------------------------------------------------------------------------------------------------------------------

Interest Only                       87     5,021,562,146      76.4%        1.61     64.6%       64.3%       102       5.736%
116 - 240                            2         4,664,656       0.1%        1.20     46.4%        0.4%       133       5.620%
241 - 360                          112     1,549,697,062      23.6%        1.29     72.4%       65.5%       115       5.986%
                                ---------------------------------------------------------------------------------------------
                                   201     6,575,923,864     100.0%        1.54     66.4%       64.5%       105       5.795%
                                =============================================================================================


THE WEIGHTED AVERAGE REMAINING AMORTIZATION TERM IS 356 MONTHS.


                                      C-5


                               Annex C-Total Pool

AMORTIZATION TYPES



                                                            % OF                                      WTD. AVG.
                                             AGGREGATE     INITIAL             WTD. AVG.   WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE  MORTGAGE              CUT-OFF    MATURITY    TERM TO   WTD. AVG.
                                 MORTGAGE    PRINCIPAL      POOL    WTD. AVG.   DATE LTV   DATE LTV    MATURITY   MORTGAGE
       AMORTIZATION TYPE          LOANS     BALANCE ($)    BALANCE     DSCR      RATIO       RATIO     (MONTHS)     RATE
- --------------------------------------------------------------------------------------------------------------------------

Interest Only                       87     5,021,562,146    76.4%      1.61      64.6%       64.3%       102       5.736%
Interest Only, Then Amortizing      83     1,194,105,100    18.2%      1.26      73.7%       68.0%       114       5.978%
Amortizing                          29       355,591,962     5.4%      1.40      68.0%       57.4%       116       6.011%
Fully Amortizing                     2         4,664,656     0.1%      1.20      46.4%        0.4%       133       5.620%
                                ------------------------------------------------------------------------------------------
                                   201     6,575,923,864   100.0%      1.54      66.4%       64.5%       105       5.795%
                                ==========================================================================================


LOCKBOXES

                                                            % OF
                                             AGGREGATE     INITIAL
                                NUMBER OF   CUT-OFF DATE  MORTGAGE
                                 MORTGAGE    PRINCIPAL      POOL
         LOCKBOX TYPE             LOANS     BALANCE ($)    BALANCE
- ------------------------------------------------------------------
Hard                                69     4,919,968,142    74.8%
Soft                                18       439,726,027     6.7%
Springing                            1        97,000,000     1.5%
                                ==================================

ESCROW TYPES

                                                            % OF
                                             AGGREGATE     INITIAL
                                NUMBER OF   CUT-OFF DATE  MORTGAGE
                                 MORTGAGE    PRINCIPAL      POOL
         ESCROW TYPES             LOANS     BALANCE ($)    BALANCE
- ------------------------------------------------------------------
TI/LC (2)                           61     2,513,709,516    46.1%
Real Estate Tax                    162     4,993,604,811    75.9%
Insurance                          152     4,530,689,295    68.9%
Replacement Reserve                136     3,447,438,142    52.4%
                              ====================================

(1)  Includes initial and ongoing reserves and escrows

(2)  The statistical information for the TI/LC Reserve percentage does not
     include mortgage loans secured by multifamily, manufactured housing,
     hospitality, parking, or self-storage properties.

PREPAYMENT PROVISION SUMMARY



                                                            % OF                                      WTD. AVG.
                                             AGGREGATE     INITIAL             WTD. AVG.   WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE  MORTGAGE              CUT-OFF    MATURITY    TERM TO   WTD. AVG.
                                 MORTGAGE    PRINCIPAL      POOL    WTD. AVG.   DATE LTV   DATE LTV    MATURITY   MORTGAGE
       PREPAYMENT TYPE            LOANS     BALANCE ($)    BALANCE     DSCR      RATIO       RATIO     (MONTHS)     RATE
- --------------------------------------------------------------------------------------------------------------------------

Lockout/Defeasance                 169     5,502,973,599    83.7%     1.58      64.5%       62.6%       108       5.797%
Lockout/Defeasance or Yield
   Maintenance                       6       600,850,736     9.1%     1.37      75.3%       73.2%       100       5.685%
Lockout/Greater of Percentage
   or Yield Maintenance             21       297,366,528     4.5%     1.33      76.8%       74.5%        81       5.971%
Greater of Percentage or Yield
   Maintenance                       5       174,733,000     2.7%     1.22      79.2%       79.0%        64       5.815%
                                ------------------------------------------------------------------------------------------
                                   201     6,575,923,864   100.0%     1.54      66.4%       64.5%       105       5.795%
                                ==========================================================================================



                                      C-6


                               Annex C-Total Pool

PROPERTY TYPES



                                                                                                     WTD. AVG.
                                              AGGREGATE                        WTD. AVG.  WTD. AVG.  REMAINING
                                 NUMBER OF   CUT-OFF DATE  % OF INITIAL  WTD.   CUT-OFF    MATURITY   TERM TO   WTD. AVG.
                                 MORTGAGED     PRINCIPAL     MORTGAGE    AVG.  DATE LTV    DATE LTV   MATURITY  MORTGAGE
         PROPERTY TYPE          PROPERTIES   BALANCE ($)   POOL BALANCE  DSCR    RATIO      RATIO     (MONTHS)    RATE
- -------------------------------------------------------------------------------------------------------------------------

Office                              99      3,917,153,704      64.4%     1.62    62.4%      61.5%       108       5.764%
Retail                              67        976,517,842      16.1%     1.39    69.9%      64.9%       102       5.929%
Industrial                          66        478,325,904       7.9%     1.43    73.9%      73.2%       104       5.626%
Hospitality                         21        474,843,190       7.8%     1.61    74.7%      72.0%        92       5.763%
Other                                3        113,161,502       1.9%     1.45    58.2%      58.2%        95       5.640%
Mixed Use                            6         83,450,000       1.4%     1.25    75.3%      70.3%       117       6.008%
Self-Storage                         9         38,986,721       0.6%     1.32    73.5%      65.9%       118       5.974%
                                -----------------------------------------------------------------------------------------
                                   271      6,082,438,864     100.0%     1.56    65.7%      63.9%       106       5.782%
                                =========================================================================================


PROPERTY LOCATIONS



                                                                                                     WTD. AVG.
                                              AGGREGATE                        WTD. AVG.  WTD. AVG.  REMAINING
                                 NUMBER OF   CUT-OFF DATE  % OF INITIAL  WTD.   CUT-OFF    MATURITY   TERM TO   WTD. AVG.
                                 MORTGAGED    PRINCIPAL      MORTGAGE    AVG.   DATE LTV   DATE LTV   MATURITY   MORTGAGE
       PROPERTY STATE           PROPERTIES   BALANCE ($)   POOL BALANCE  DSCR    RATIO      RATIO     (MONTHS)     RATE
- -------------------------------------------------------------------------------------------------------------------------

New York                            49      1,444,487,094      23.7%     1.93    55.9%      55.0%       119       5.603%
California                          29        628,754,256      10.3%     1.26    73.9%      71.3%        87       5.977%
Massachusetts                        3        659,500,000      10.8%     1.30    50.4%      50.4%       117       5.599%
Texas                               22        354,412,196       5.8%     1.40    71.9%      67.3%        88       5.842%
Georgia                             13        405,483,904       6.7%     1.61    75.4%      74.8%        82       5.855%
Virginia                             8        350,796,753       5.8%     1.35    72.2%      71.5%       116       5.935%
Maryland                            16        345,922,000       5.7%     1.38    78.6%      77.9%        93       5.667%
Connecticut                         11        256,610,000       4.2%     1.17    75.2%      74.4%       119       6.149%
Illinois                             4        204,123,313       3.4%     2.93    43.7%      43.4%       110       5.631%
North Carolina                      14        122,628,434       2.0%     1.42    72.9%      65.3%       117       5.911%
Other States (1)                   102      1,309,720,915      21.5%     1.43    71.2%      67.8%       103       5.868%
                                -----------------------------------------------------------------------------------------
                                   271      6,082,438,864     100.0%     1.56    65.7%      63.9%       106       5.782%
                                =========================================================================================


(1)  Includes 25 states

CUT-OFF DATE PRINCIPAL BALANCES



                                                                                                     WTD. AVG.
                                              AGGREGATE                        WTD. AVG.  WTD. AVG.  REMAINING
                                 NUMBER OF   CUT-OFF DATE  % OF INITIAL  WTD.   CUT-OFF    MATURITY   TERM TO   WTD. AVG.
       RANGE OF CUT-OFF          MORTGAGE     PRINCIPAL      MORTGAGE    AVG.   DATE LTV   DATE LTV   MATURITY  MORTGAGE
      DATE BALANCES ($)            LOANS     BALANCE ($)   POOL BALANCE  DSCR    RATIO      RATIO     (MONTHS)    RATE
- -------------------------------------------------------------------------------------------------------------------------

Less than 2,500,001                  6          9,909,906       0.2%     1.31    64.1%      52.2%       117       5.965%
2,500,001 - 5,000,000               31        124,523,329       2.0%     1.33    73.8%      65.4%       107       5.863%
5,000,001 - 7,500,000               25        157,989,490       2.6%     1.41    69.4%      63.0%       111       5.881%
7,500,001 - 10,000,000              17        147,120,284       2.4%     1.47    72.9%      67.8%       112       5.819%
10,000,001 - 15,000,000             30        381,680,721       6.3%     1.31    74.7%      68.7%       113       5.875%
15,000,001 - 20,000,000             15        261,252,000       4.3%     1.44    74.3%      71.1%       100       5.938%
20,000,001 - 25,000,000              7        165,118,000       2.7%     1.36    74.9%      72.7%       108       5.881%
25,000,001 - 50,000,000             21        732,945,000      12.1%     1.45    69.5%      68.8%        92       5.799%
50,000,001 - 75,000,000              5        299,432,144       4.9%     1.30    73.8%      69.7%        82       5.945%
75,000,001 - 100,000,000             3        274,500,000       4.5%     1.65    68.6%      65.9%       118       5.731%
100,000,001 - 200,000,000           11      1,538,967,990      25.3%     1.55    69.2%      67.8%       103       5.876%
200,000,001 - 300,000,000            3        693,500,000      11.4%     1.64    63.5%      63.5%       103       5.763%
300,000,001 - 600,000,000            2        655,000,000      10.8%     2.32    50.8%      50.8%       118       5.497%
600,000,001 - 640,500,000            1        640,500,000      10.5%     1.29    50.0%      50.0%       118       5.599%
                                -----------------------------------------------------------------------------------------
                                   177      6,082,438,864     100.0%     1.56    65.7%      63.9%       106       5.782%
                                =========================================================================================


THE AVERAGE CUT-OFF DATE PRINCIPAL BALANCE IS $34,364,061


                                      C-7


                               Annex C-Total Pool

MORTGAGE RATES



                                                                                                     WTD. AVG.
                                              AGGREGATE                        WTD. AVG.  WTD. AVG.  REMAINING
                                 NUMBER OF   CUT-OFF DATE  % OF INITIAL  WTD.   CUT-OFF    MATURITY   TERM TO   WTD. AVG.
                                 MORTGAGE     PRINCIPAL      MORTGAGE    AVG.   DATE LTV   DATE LTV   MATURITY   MORTGAGE
   RANGE OF MORTGAGE RATES (%)     LOANS     BALANCE ($)   POOL BALANCE  DSCR    RATIO      RATIO     (MONTHS)     RATE
- -------------------------------------------------------------------------------------------------------------------------

Less than 5.500                      6        581,660,000       9.6%     2.55    44.1%      43.8%       115       5.449%
5.500 - 5.749                       67      2,987,751,460      49.1%     1.58    62.4%      61.6%       111       5.616%
5.750 - 5.999                       55        942,535,986      15.5%     1.29    74.9%      72.2%        94       5.844%
6.000 - 6.249                       32      1,171,717,334      19.3%     1.33    73.5%      70.1%       101       6.103%
6.250 - 6.499                       13        330,694,084       5.4%     1.26    76.1%      72.3%        87       6.361%
6.500 - 6.749                        2         38,720,000       0.6%     1.35    79.6%      74.2%       118       6.622%
6.750 - 6.847                        2         29,360,000       0.5%     1.27    77.7%      67.3%       119       6.799%
                                -----------------------------------------------------------------------------------------
                                   177      6,082,438,864     100.0%     1.56    65.7%      63.9%       106       5.782%
                                =========================================================================================


THE WEIGHTED AVERAGE MORTGAGE RATE IS 5.782%

DEBT SERVICE COVERAGE RATIOS



                                                                                                     WTD. AVG.
                                              AGGREGATE                        WTD. AVG.  WTD. AVG.  REMAINING
                                 NUMBER OF   CUT-OFF DATE  % OF INITIAL  WTD.   CUT-OFF    MATURITY   TERM TO   WTD. AVG.
                                 MORTGAGE     PRINCIPAL      MORTGAGE    AVG.   DATE LTV   DATE LTV   MATURITY   MORTGAGE
        RANGE OF DSCRS             LOANS     BALANCE ($)   POOL BALANCE  DSCR    RATIO      RATIO     (MONTHS)     RATE
- -------------------------------------------------------------------------------------------------------------------------

Less than 1.10                        1         5,071,000       0.1%     1.06    63.0%      63.0%        56       6.140%
1.10 - 1.1999                        36       887,334,968      14.6%     1.16    75.9%      72.1%       105       6.007%
1.20 - 1.2999                        45     1,400,936,981      23.0%     1.26    63.6%      62.2%       113       5.809%
1.30 - 1.3999                        33     1,160,150,467      19.1%     1.34    76.8%      74.9%        97       5.806%
1.40 - 1.4999                        24       851,789,199      14.0%     1.45    66.4%      63.2%       107       5.778%
1.50 - 1.7499                        23       716,506,248      11.8%     1.58    69.5%      69.0%        89       5.772%
1.75 - 1.9999                         6       400,060,000       6.6%     1.92    60.2%      59.9%       118       5.604%
2.00 - 2.4999                         6       127,490,000       2.1%     2.23    53.3%      51.2%        98       5.533%
3.00 - 3.3608                         3       533,100,000       8.8%     3.19    30.8%      30.7%       118       5.493%
                                -----------------------------------------------------------------------------------------
                                    177     6,082,438,864     100.0%     1.56    65.7%      63.9%       106       5.782%
                                =========================================================================================


THE WEIGHTED AVERAGE DEBT SERVICE COVERAGE RATIO IS 1.56X.


                                      C-8


                               Annex C-Total Pool

CUT-OFF DATE LOAN-TO-VALUE RATIOS



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF   MATURITY    TERM TO   WTD. AVG.
   RANGE OF CUT-OFF DATE LTV     MORTGAGE    PRINCIPAL        POOL      WTD. AVG.   DATE LTV  DATE LTV    MATURITY  MORTGAGE
           RATIOS (%)             LOANS     BALANCE ($)     BALANCE        DSCR      RATIO      RATIO     (MONTHS)    RATE
- -----------------------------------------------------------------------------------------------------------------------------

Less than 55.00                     12     1,558,059,147      25.6%        2.09      43.8%      43.8%       117       5.573%
55.01 - 60.00                        5       242,667,640       4.0%        1.60      57.6%      57.4%       110       5.601%
60.01 - 65.00                       15       483,066,772       7.9%        1.46      62.6%      60.0%       113       5.770%
65.01 - 70.00                       25       503,760,030       8.3%        1.51      68.7%      63.5%       105       5.789%
70.01 - 75.00                       42     1,297,004,697      21.3%        1.34      73.4%      71.3%       106       5.974%
75.01 - 80.00                       75     1,818,816,441      29.9%        1.33      78.5%      76.1%        98       5.839%
80.01 - 83.15                        3       179,064,135       2.9%        1.19      80.4%      80.0%        59       5.889%
                                ---------------------------------------------------------------------------------------------
                                   177     6,082,438,864     100.0%        1.56      65.7%      63.9%       106       5.782%
                                =============================================================================================


THE WEIGHTED AVERAGE CUT-OFF DATE LTV RATIO IS 65.7%.

MATURITY DATE LOAN-TO-VALUE RATIOS



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF   MATURITY    TERM TO   WTD. AVG.
  RANGE OF MATURITY DATE LTV     MORTGAGE    PRINCIPAL        POOL      WTD. AVG.   DATE LTV  DATE LTV    MATURITY  MORTGAGE
          RATIOS (%)              LOANS     BALANCE ($)     BALANCE        DSCR      RATIO      RATIO     (MONTHS)    RATE
- -----------------------------------------------------------------------------------------------------------------------------

Less than 55.00                     17     1,651,993,972      27.2%        2.06      45.1%      44.0%       117       5.602%
55.01 - 60.00                       14       394,816,054       6.5%        1.54      61.4%      57.5%       113       5.756%
60.01 - 65.00                       24       569,473,816       9.4%        1.38      66.0%      62.6%       114       5.785%
65.01 - 70.00                       44       694,591,466      11.4%        1.39      71.3%      67.3%       104       5.824%
70.01 - 75.00                       49     1,327,730,557      21.8%        1.34      75.1%      73.1%       104       5.978%
75.01 - 80.00                       27     1,269,583,000      20.9%        1.36      78.7%      78.4%        94       5.781%
80.01 - 80.47                        2       174,250,000       2.9%        1.19      80.4%      80.4%        58       5.892%
                                ---------------------------------------------------------------------------------------------
                                   177     6,082,438,864     100.0%        1.56      65.7%      63.9%       106       5.782%
                                =============================================================================================


THE WEIGHTED AVERAGE MATURITY DATE LTV RATIO IS 63.9%.

ORIGINAL TERMS TO MATURITY



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF   MATURITY    TERM TO   WTD. AVG.
  RANGE OF ORIGINAL TERMS TO     MORTGAGE    PRINCIPAL        POOL      WTD. AVG.   DATE LTV  DATE LTV    MATURITY  MORTGAGE
       MATURITY (MONTHS)          LOANS     BALANCE ($)     BALANCE        DSCR      RATIO      RATIO     (MONTHS)    RATE
- -----------------------------------------------------------------------------------------------------------------------------

0 - 60                              28       895,589,861      14.7%        1.41      74.0%      73.2%        57       5.819%
61 - 96                              7       401,232,746       6.6%        1.48      75.9%      75.9%        67       6.103%
109 - 122                          141     4,782,414,230      78.6%        1.60      63.3%      61.2%       118       5.748%
123 - 144                            1         3,202,027       0.1%        1.23      48.5%       0.4%       141       5.560%
                                ---------------------------------------------------------------------------------------------
                                   177     6,082,438,864     100.0%        1.56      65.7%      63.9%       106       5.782%
                                =============================================================================================


THE WEIGHTED AVERAGE ORIGINAL TERM TO MATURITY IS 108 MONTHS.

REMAINING TERMS TO MATURITY



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF   MATURITY    TERM TO   WTD. AVG.
  RANGE OF REMAINING TERMS TO    MORTGAGE    PRINCIPAL        POOL      WTD. AVG.   DATE LTV  DATE LTV    MATURITY  MORTGAGE
       MATURITY (MONTHS)          LOANS     BALANCE ($)     BALANCE        DSCR      RATIO      RATIO     (MONTHS)    RATE
- -----------------------------------------------------------------------------------------------------------------------------

0 - 60                              28       895,589,861      14.7%        1.41      74.0%      73.2%         57      5.819%
61 - 96                              7       401,232,746       6.6%        1.48      75.9%      75.9%         67      6.103%
109 - 120                          141     4,782,414,230      78.6%        1.60      63.3%      61.2%        118      5.748%
121 - 141                            1         3,202,027       0.1%        1.23      48.5%       0.4%        141      5.560%
                                ---------------------------------------------------------------------------------------------
                                   177     6,082,438,864     100.0%        1.56      65.7%      63.9%        106      5.782%
                                =============================================================================================


THE WEIGHTED AVERAGE REMAINING TERM TO MATURITY IS 106 MONTHS.


                                      C-9


                               Annex C-Total Pool

SEASONING



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF   MATURITY    TERM TO   WTD. AVG.
                                 MORTGAGE    PRINCIPAL        POOL      WTD. AVG.   DATE LTV  DATE LTV    MATURITY  MORTGAGE
     SEASONING (MONTHS)           LOANS     BALANCE ($)     BALANCE        DSCR      RATIO      RATIO     (MONTHS)    RATE
- -----------------------------------------------------------------------------------------------------------------------------

0 - 12                             177     6,082,438,864     100.0%       1.56       65.7%      63.9%       106       5.782%
                                ---------------------------------------------------------------------------------------------
                                   177     6,082,438,864     100.0%       1.56       65.7%      63.9%       106       5.782%
                                =============================================================================================


THE WEIGHTED AVERAGE SEASONING IS 2 MONTHS.

ORIGINAL AMORTIZATION TERMS



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF   MATURITY    TERM TO   WTD. AVG.
RANGE OF ORIGINAL AMORTIZATION   MORTGAGE    PRINCIPAL        POOL      WTD. AVG.   DATE LTV  DATE LTV    MATURITY  MORTGAGE
        TERMS (MONTHS)            LOANS     BALANCE ($)     BALANCE        DSCR      RATIO      RATIO     (MONTHS)    RATE
- -----------------------------------------------------------------------------------------------------------------------------

Interest Only                       74     4,662,127,146      76.6%       1.64       63.8%      63.6%       103       5.719%
120 - 240                            2         4,664,656       0.1%       1.20       46.4%       0.4%       133       5.620%
241 - 360                          101     1,415,647,062      23.3%       1.30       72.0%      65.1%       115       5.989%
                                ---------------------------------------------------------------------------------------------
                                   177     6,082,438,864     100.0%       1.56       65.7%      63.9%       106       5.782%
                                =============================================================================================


THE WEIGHTED AVERAGE ORIGINAL AMORTIZATION TERM IS 356 MONTHS.

REMAINING STATED AMORTIZATION TERMS



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF   MATURITY    TERM TO   WTD. AVG.
       RANGE OF REMAINING        MORTGAGE    PRINCIPAL        POOL      WTD. AVG.   DATE LTV  DATE LTV    MATURITY  MORTGAGE
  AMORTIZATION TERMS (MONTHS)     LOANS     BALANCE ($)     BALANCE        DSCR      RATIO      RATIO     (MONTHS)    RATE
- -----------------------------------------------------------------------------------------------------------------------------

Interest Only                       74     4,662,127,146      76.6%       1.64       63.8%      63.6%       103       5.719%
116- 240                             2         4,664,656       0.1%       1.20       46.4%       0.4%       133       5.620%
241 - 360                          101     1,415,647,062      23.3%       1.30       72.0%      65.1%       115       5.989%
                                ---------------------------------------------------------------------------------------------
                                   177     6,082,438,864     100.0%       1.56       65.7%      63.9%       106       5.782%
                                =============================================================================================


THE WEIGHTED AVERAGE REMAINING AMORTIZATION TERM IS 355 MONTHS.


                                      C-10


                               Annex C-Total Pool

AMORTIZATION TYPES



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF   MATURITY    TERM TO   WTD. AVG.
                                 MORTGAGE    PRINCIPAL        POOL      WTD. AVG.   DATE LTV  DATE LTV    MATURITY  MORTGAGE
       AMORTIZATION TYPE          LOANS     BALANCE ($)     BALANCE        DSCR      RATIO      RATIO     (MONTHS)    RATE
- -----------------------------------------------------------------------------------------------------------------------------

Interest Only                       74     4,662,127,146      76.6%       1.64       63.8%      63.6%       103       5.719%
Interest Only, Then Amortizing      72     1,060,055,100      17.4%       1.27       73.4%      67.7%       115       5.982%
Amortizing                          29       355,591,962       5.8%       1.40       68.0%      57.4%       116       6.011%
Fully Amortizing                     2         4,664,656       0.1%       1.20       46.4%       0.4%       133       5.620%
                                ---------------------------------------------------------------------------------------------
                                   177     6,082,438,864     100.0%       1.56       65.7%      63.9%       106       5.782%
                                =============================================================================================


LOCKBOXES

                                             AGGREGATE    % OF INITIAL
                                NUMBER OF   CUT-OFF DATE    MORTGAGE
                                 MORTGAGE    PRINCIPAL        POOL
         LOCKBOX TYPE             LOANS     BALANCE ($)     BALANCE
- ----------------------------------------------------------------------
Hard                                68     4,869,968,142      80.1%
Soft                                11       179,776,027       3.0%
                                --------------------------------------
Springing                            1        97,000,000       1.6%
                                ======================================

ESCROW TYPES

                                             AGGREGATE    % OF INITIAL
                                NUMBER OF   CUT-OFF DATE    MORTGAGE
                                 MORTGAGE    PRINCIPAL        POOL
        ESCROW TYPE (1)           LOANS     BALANCE ($)     BALANCE
- ----------------------------------------------------------------------
TI/LC (2)                           61     2,513,709,516      46.1%
Real Estate Tax                    138     4,500,119,811      74.0%
Insurance                          129     4,087,204,295      67.2%
                                --------------------------------------
Replacement Reserve                116     3,083,903,142      50.7%
                                ======================================

(1)  Includes initial and ongoing reserves and escrows

(2)  The statistical information for the TI/LC Reserve percentage does not
     include mortgage loans secured by multifamily, manufactured housing,
     hospitality, parking, or self-storage properties.

PREPAYMENT PROVISION SUMMARY



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF   CUT-OFF DATE    MORTGAGE                CUT-OFF   MATURITY    TERM TO   WTD. AVG.
                                 MORTGAGE    PRINCIPAL        POOL      WTD. AVG.   DATE LTV  DATE LTV    MATURITY  MORTGAGE
        PREPAYMENT TYPE           LOANS     BALANCE ($)     BALANCE        DSCR      RATIO      RATIO     (MONTHS)    RATE
- -----------------------------------------------------------------------------------------------------------------------------

Lockout/Defeasance                 150     5,151,338,599      84.7%       1.60       63.8%      62.0%       109       5.792%
Lockout/Defeasance or Yield
   Maintenance                       6       600,850,736       9.9%       1.37       75.3%      73.2%       100       5.685%
Lockout/Greater of Percentage
   or Yield Maintenance             17       173,516,528       2.9%       1.38       74.3%      71.9%        79       5.816%
Greater of Percentage or Yield
   Maintenance                       4       156,733,000       2.6%       1.21       79.3%      79.1%        58       5.799%
                                ---------------------------------------------------------------------------------------------
                                   177     6,082,438,864     100.0%       1.56       65.7%      63.9%       106       5.782%
                                =============================================================================================



                                      C-11


                               Annex C-Total Pool

PROPERTY TYPES



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                 NUMBER OF  CUT-OFF DATE    MORTGAGE                CUT-OFF   MATURITY    TERM TO   WTD. AVG.
                                 MORTGAGED   PRINCIPAL        POOL      WTD. AVG.   DATE LTV  DATE LTV    MATURITY  MORTGAGE
       PROPERTY TYPE            PROPERTIES  BALANCE ($)     BALANCE        DSCR      RATIO      RATIO     (MONTHS)    RATE
- -----------------------------------------------------------------------------------------------------------------------------

Multifamily                         56       484,285,000      98.1%        1.27      75.5%      72.5%        96       5.951%
Manufactured Housing                 1         9,200,000       1.9%        1.15      76.7%      69.5%       116       6.130%
                                    57       493,485,000     100.0%        1.27      75.5%      72.4%        97       5.955%
                                =============================================================================================


PROPERTY LOCATIONS



                                                                                                         WTD. AVG.
                                             AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                 NUMBER OF  CUT-OFF DATE    MORTGAGE                CUT-OFF   MATURITY    TERM TO   WTD. AVG.
                                 MORTGAGED   PRINCIPAL        POOL      WTD. AVG.   DATE LTV  DATE LTV    MATURITY  MORTGAGE
       PROPERTY STATE           PROPERTIES  BALANCE ($)     BALANCE        DSCR      RATIO      RATIO     (MONTHS)    RATE
- -----------------------------------------------------------------------------------------------------------------------------

California                          25       141,150,000      28.6%        1.21      75.0%      67.2%        98       5.903%
North Carolina                      11        80,900,000      16.4%        1.36      67.4%      67.4%       102       5.871%
Texas                                4        73,325,000      14.9%        1.30      80.2%      76.9%        96       6.095%
Indiana                              7        63,250,000      12.8%        1.26      79.9%      79.9%        80       6.214%
Nevada                               1        50,000,000      10.1%        1.24      79.7%      79.7%       119       5.607%
Florida                              3        35,810,000       7.3%        1.34      76.9%      75.0%        91       6.205%
Illinois                             1        21,000,000       4.3%        1.22      79.8%      79.8%        59       5.978%
Georgia                              1        13,900,000       2.8%        1.15      75.1%      70.0%       118       5.680%
South Carolina                       1         5,550,000       1.1%        1.35      66.1%      66.1%        80       5.970%
Colorado                             1         3,000,000       0.6%        1.15      50.0%      45.1%       117       5.900%
Other States (1)                     2         5,600,000       1.1%        1.38      58.7%      52.8%       117       5.802%
                                ---------------------------------------------------------------------------------------------
                                    57       493,485,000     100.0%        1.27      75.5%      72.4%        97       5.955%
                                =============================================================================================


(1)  Includes 2 states

CUT-OFF DATE PRINCIPAL BALANCES



                                                                                                        WTD. AVG.
                                            AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF  CUT-OFF DATE    MORTGAGE                CUT-OFF   MATURITY    TERM TO   WTD. AVG.
    RANGE OF CUT-OFF DATE        MORTGAGE   PRINCIPAL        POOL      WTD. AVG.   DATE LTV  DATE LTV    MATURITY  MORTGAGE
        BALANCES ($)              LOANS    BALANCE ($)     BALANCE        DSCR      RATIO      RATIO     (MONTHS)    RATE
- ----------------------------------------------------------------------------------------------------------------------------

2,500,001 - 5,000,000                4       13,250,000       2.7%        1.25      61.8%      56.5%       118       5.897%
7,500,001 - 10,000,000               1        9,200,000       1.9%        1.15      76.7%      69.5%       116       6.130%
10,000,001 - 12,500,000              3       32,460,000       6.6%        1.41      79.7%      77.2%        98       5.951%
12,500,001 - 17,500,000              6       86,425,000      17.5%        1.19      72.4%      70.9%        95       6.128%
17,500,001 - 22,500,000              3       60,200,000      12.2%        1.30      79.5%      79.5%        75       5.992%
27,500,001 - 52,500,000              6      228,700,000      46.3%        1.28      74.6%      69.4%       105       5.804%
52,500,001 - 63,250,000              1       63,250,000      12.8%        1.26      79.9%      79.9%        80       6.214%
                                --------------------------------------------------------------------------------------------
                                    24      493,485,000     100.0%        1.27      75.5%      72.4%        97       5.955%
                                ============================================================================================


THE AVERAGE CUT-OFF DATE PRINCIPAL BALANCE IS $20,561,875


                                      C-12


                               Annex C-Total Pool

MORTGAGE RATES



                                                                                                        WTD. AVG.
                                            AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF  CUT-OFF DATE    MORTGAGE                CUT-OFF   MATURITY    TERM TO   WTD. AVG.
      RANGE OF MORTGAGE          MORTGAGE   PRINCIPAL        POOL      WTD. AVG.   DATE LTV  DATE LTV    MATURITY  MORTGAGE
          RATES (%)               LOANS    BALANCE ($)     BALANCE        DSCR      RATIO      RATIO     (MONTHS)    RATE
- ----------------------------------------------------------------------------------------------------------------------------

Less than 5.500                      1       10,360,000       2.1%        1.80      79.1%      79.1%       119       5.480%
5.500 - 5.749                        4      109,400,000      22.2%        1.19      77.9%      75.0%       118       5.613%
5.750 - 5.999                       10      193,275,000      39.2%        1.32      72.3%      68.0%        91       5.888%
6.000 - 6.249                        5      127,300,000      25.8%        1.27      79.7%      77.2%        89       6.134%
6.250 - 6.499                        2       26,300,000       5.3%        1.10      66.2%      64.3%       117       6.372%
6.500 - 6.749                        1       16,250,000       3.3%        1.15      75.6%      75.6%        59       6.710%
6.750 - 6.800                        1       10,600,000       2.1%        1.31      80.0%      78.4%        56       6.800%
                                --------------------------------------------------------------------------------------------
                                    24      493,485,000     100.0%        1.27      75.5%      72.4%        97       5.955%
                                ============================================================================================


THE WEIGHTED AVERAGE MORTGAGE RATE IS 5.955%.

DEBT SERVICE COVERAGE RATIOS



                                                                                                        WTD. AVG.
                                            AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF  CUT-OFF DATE    MORTGAGE                CUT-OFF   MATURITY    TERM TO   WTD. AVG.
                                 MORTGAGE   PRINCIPAL        POOL      WTD. AVG.   DATE LTV  DATE LTV    MATURITY  MORTGAGE
       RANGE OF DSCRS             LOANS    BALANCE ($)     BALANCE        DSCR      RATIO      RATIO     (MONTHS)    RATE
- ----------------------------------------------------------------------------------------------------------------------------

Less than 1.10                       1       12,600,000       2.6%        1.05      70.5%      66.4%       116       6.473%
1.10 - 1.1999                        8      106,200,000      21.5%        1.15      73.5%      69.6%       109       5.940%
1.20 - 1.2999                        6      222,475,000      45.1%        1.26      79.3%      74.8%        91       5.940%
1.30 - 1.3999                        7      127,600,000      25.9%        1.35      71.6%      71.2%        91       6.001%
1.40 - 1.4999                        1       14,250,000       2.9%        1.41      68.2%      68.2%       116       5.760%
1.75 - 1.8012                        1       10,360,000       2.1%        1.80      79.1%      79.1%       119       5.480%
                                --------------------------------------------------------------------------------------------
                                    24      493,485,000     100.0%        1.27      75.5%      72.4%        97       5.955%
                                ============================================================================================


THE WEIGHTED AVERAGE DEBT SERVICE COVERAGE RATIO IS 1.27X.


                                      C-13


                               Annex C-Total Pool

CUT-OFF DATE LOAN-TO-VALUE RATIOS



                                                                                                             WTD. AVG.
                                                                                       WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF  AGGREGATE CUT-OFF  % OF INITIAL              CUT-OFF    MATURITY   TERM TO   WTD. AVG.
  RANGE OF CUT-OFF DATE LTV     MORTGAGE     DATE PRINCIPAL     MORTGAGE    WTD. AVG.  DATE LTV    DATE LTV   MATURITY  MORTGAGE
          RATIOS (%)              LOANS        BALANCE ($)    POOL BALANCE    DSCR       RATIO      RATIO     (MONTHS)    RATE
- ---------------------------------------------------------------------------------------------------------------------------------

Less than 55.00                     2           5,700,000          1.2%       1.25       50.4%      45.5%       117      5.856%
60.01 - 65.00                       1          13,700,000          2.8%       1.14       62.3%      62.3%       118      6.280%
65.01 - 70.00                       4          89,350,000         18.1%       1.36       67.3%      67.1%       101      5.874%
70.01 - 75.00                       2          17,250,000          3.5%       1.08       71.2%      66.9%       117      6.348%
75.01 - 80.00                      13         322,760,000         65.4%       1.26       78.3%      74.6%        93      5.940%
80.01 - 81.12                       2          44,725,000          9.1%       1.27       81.0%      75.9%        97      5.983%
                                -------------------------------------------------------------------------------------------------
                                   24         493,485,000        100.0%       1.27       75.5%      72.4%        97      5.955%
                                =================================================================================================


THE WEIGHTED AVERAGE CUT-OFF DATE LTV RATIO IS 75.5%.

MATURITY DATE LOAN-TO-VALUE RATIOS



                                                                                                             WTD. AVG.
                                                                                       WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF  AGGREGATE CUT-OFF  % OF INITIAL              CUT-OFF    MATURITY   TERM TO    WTD. AVG.
  RANGE OF MATURITY DATE LTV     MORTGAGE   DATE PRINCIPAL       MORTGAGE   WTD. AVG.  DATE LTV    DATE LTV   MATURITY   MORTGAGE
          RATIOS (%)             LOANS       BALANCE ($)      POOL BALANCE    DSCR       RATIO      RATIO     (MONTHS)     RATE
- ---------------------------------------------------------------------------------------------------------------------------------

Less than 55.00                     2           5,700,000          1.2%       1.25       50.4%      45.5%       117      5.856%
55.01 - 60.00                       2          46,400,000          9.4%       1.29       75.5%      58.2%        85      5.859%
60.01 - 65.00                       1          13,700,000          2.8%       1.14       62.3%      62.3%       118      6.280%
65.01 - 70.00                       7         126,800,000         25.7%       1.29       69.4%      67.7%       106      5.938%
70.01 - 75.00                       3          74,500,000         15.1%       1.20       78.4%      72.1%       118      5.777%
75.01 - 80.01                       8         210,660,000         42.7%       1.29       79.4%      79.3%        87      6.038%
80.02 - 80.64                       1          15,725,000          3.2%       1.25       80.6%      80.6%        58      5.848%
                                -------------------------------------------------------------------------------------------------
                                   24         493,485,000        100.0%       1.27       75.5%      72.4%        97      5.955%
                                =================================================================================================


THE WEIGHTED AVERAGE MATURITY DATE LTV RATIO IS 72.4%.

ORIGINAL TERMS TO MATURITY


                                                                                                             WTD. AVG.
                                                                                       WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF  AGGREGATE CUT-OFF  % OF INITIAL              CUT-OFF    MATURITY   TERM TO   WTD. AVG.
  RANGE OF ORIGINAL TERMS TO    MORTGAGE   DATE PRINCIPAL       MORTGAGE    WTD. AVG.  DATE LTV    DATE LTV   MATURITY  MORTGAGE
      MATURITY (MONTHS)           LOANS      BALANCE ($)      POOL BALANCE    DSCR       RATIO      RATIO     (MONTHS)    RATE
- ---------------------------------------------------------------------------------------------------------------------------------

0 - 60                              5          84,775,000         17.2%       1.25       79.2%      79.0%        57      6.211%
61 - 96                             3         142,850,000         28.9%       1.29       75.3%      69.8%        81      6.045%
109 - 120                          16         265,860,000         53.9%       1.26       74.5%      71.8%       118      5.824%
                                -------------------------------------------------------------------------------------------------
                                   24         493,485,000        100.0%       1.27       75.5%      72.4%        97      5.955%
                                =================================================================================================


THE WEIGHTED AVERAGE ORIGINAL TERM TO MATURITY IS 99 MONTHS.

REMAINING TERMS TO MATURITY


                                                                                                             WTD. AVG.
                                                                                       WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF  AGGREGATE CUT-OFF  % OF INITIAL              CUT-OFF    MATURITY   TERM TO   WTD. AVG.
 RANGE OF REMAINING TERMS TO    MORTGAGE   DATE PRINCIPAL       MORTGAGE    WTD. AVG.  DATE LTV    DATE LTV   MATURITY  MORTGAGE
      MATURITY (MONTHS)          LOANS       BALANCE ($)      POOL BALANCE    DSCR       RATIO      RATIO     (MONTHS)    RATE
- ---------------------------------------------------------------------------------------------------------------------------------

0 - 60                              5          84,775,000         17.2%       1.25       79.2%      79.0%        57      6.211%
61 - 96                             3         142,850,000         28.9%       1.29       75.3%      69.8%        81      6.045%
109 - 119                          16         265,860,000         53.9%       1.26       74.5%      71.8%       118      5.824%
                                -------------------------------------------------------------------------------------------------
                                   24         493,485,000        100.0%       1.27       75.5%      72.4%        97      5.955%
                                =================================================================================================


THE WEIGHTED AVERAGE REMAINING TERM TO MATURITY IS 97 MONTHS.


                                      C-14


                               Annex C-Total Pool

SEASONING



                                                                                                        WTD. AVG.
                                            AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF  CUT-OFF DATE    MORTGAGE                CUT-OFF    MATURITY   TERM TO   WTD. AVG.
                                 MORTGAGE   PRINCIPAL        POOL      WTD. AVG.   DATE LTV   DATE LTV   MATURITY   MORTGAGE
    SEASONING (MONTHS)            LOANS    BALANCE ($)      BALANCE       DSCR      RATIO      RATIO     (MONTHS)     RATE
- ----------------------------------------------------------------------------------------------------------------------------

0 - 12                              24      493,485,000     100.0%        1.27       75.5%     72.4%        97       5.955%
                                --------------------------------------------------------------------------------------------
                                    24      493,485,000     100.0%        1.27       75.5%     72.4%        97       5.955%
                                ============================================================================================


THE WEIGHTED AVERAGE SEASONING IS 3 MONTHS.

ORIGINAL AMORTIZATION TERMS



                                                                                                        WTD. AVG.
                                            AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF  CUT-OFF DATE    MORTGAGE                CUT-OFF    MATURITY   TERM TO   WTD. AVG.
RANGE OF ORIGINAL AMORTIZATION   MORTGAGE   PRINCIPAL        POOL      WTD. AVG.   DATE LTV   DATE LTV   MATURITY   MORTGAGE
      TERMS (MONTHS)              LOANS    BALANCE ($)      BALANCE       DSCR      RATIO      RATIO     (MONTHS)     RATE
- ----------------------------------------------------------------------------------------------------------------------------

Interest Only                       13      359,435,000      72.8%        1.30       75.5%     73.3%        91       5.957%
360                                 11      134,050,000      27.2%        1.19       75.7%     70.1%       113       5.950%
                                --------------------------------------------------------------------------------------------
                                    24      493,485,000     100.0%        1.27       75.5%     72.4%        97       5.955%
                                ============================================================================================


THE WEIGHTED AVERAGE ORIGINAL AMORTIZATION TERM IS 360 MONTHS.

REMAINING STATED AMORTIZATION TERMS



                                                                                                        WTD. AVG.
                                            AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF  CUT-OFF DATE    MORTGAGE                CUT-OFF    MATURITY   TERM TO   WTD. AVG.
     RANGE OF REMAINING          MORTGAGE   PRINCIPAL        POOL      WTD. AVG.   DATE LTV   DATE LTV   MATURITY   MORTGAGE
 AMORTIZATION TERMS (MONTHS)      LOANS    BALANCE ($)      BALANCE       DSCR      RATIO      RATIO     (MONTHS)     RATE
- ----------------------------------------------------------------------------------------------------------------------------

Interest Only                       13      359,435,000      72.8%       1.30        75.5%      73.3%       91      5.957%
360                                 11      134,050,000      27.2%       1.19        75.7%      70.1%      113      5.950%
                                --------------------------------------------------------------------------------------------
                                    24      493,485,000     100.0%       1.27        75.5%      72.4%       97      5.955%
                                ============================================================================================


THE WEIGHTED AVERAGE REMAINING AMORTIZATION TERM IS 360 MONTHS.


                                      C-15


                               Annex C-Total Pool

AMORTIZATION TYPES



                                                                                                        WTD. AVG.
                                            AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF  CUT-OFF DATE    MORTGAGE                CUT-OFF    MATURITY   TERM TO   WTD. AVG.
                                 MORTGAGE   PRINCIPAL        POOL      WTD. AVG.   DATE LTV   DATE LTV   MATURITY   MORTGAGE
      AMORTIZATION TYPE           LOANS    BALANCE ($)      BALANCE       DSCR      RATIO      RATIO     (MONTHS)     RATE
- ----------------------------------------------------------------------------------------------------------------------------

Interest Only                       13      359,435,000      72.8%       1.30       75.5%       73.3%       91      5.957%
Interest Only, Then Amortizing      11      134,050,000      27.2%       1.19       75.7%       70.1%      113      5.950%
                                --------------------------------------------------------------------------------------------
                                    24      493,485,000     100.0%       1.27       75.5%       72.4%       97      5.955%
                                ============================================================================================


LOCKBOXES

                                            AGGREGATE    % OF INITIAL
                                NUMBER OF  CUT-OFF DATE    MORTGAGE
                                 MORTGAGE   PRINCIPAL        POOL
        LOCKBOX TYPE              LOANS    BALANCE ($)      BALANCE
- ---------------------------------------------------------------------
Hard                                 1       50,000,000      10.1%
Soft                                 7      259,950,000      52.7%
                                =====================================

ESCROW TYPES

                                            AGGREGATE    % OF INITIAL
                                NUMBER OF  CUT-OFF DATE    MORTGAGE
                                 MORTGAGE   PRINCIPAL        POOL
        ESCROW TYPE (1)           LOANS    BALANCE ($)      BALANCE
- ---------------------------------------------------------------------
Real Estate Tax                     24      493,485,000     100.0%
Insurance                           23      443,485,000      89.9%
Replacement Reserve                 20      363,535,000      73.7%
                                =====================================

(1)  Includes initial and ongoing reserves and escrows

PREPAYMENT PROVISION SUMMARY



                                                                                                        WTD. AVG.
                                            AGGREGATE    % OF INITIAL             WTD. AVG.  WTD. AVG.  REMAINING
                                NUMBER OF  CUT-OFF DATE    MORTGAGE                CUT-OFF    MATURITY   TERM TO   WTD. AVG.
                                 MORTGAGE   PRINCIPAL        POOL      WTD. AVG.   DATE LTV   DATE LTV   MATURITY   MORTGAGE
       PREPAYMENT TYPE            LOANS    BALANCE ($)      BALANCE       DSCR      RATIO      RATIO     (MONTHS)     RATE
- ----------------------------------------------------------------------------------------------------------------------------

Lockout/Defeasance                  19      351,635,000      71.3%       1.27       73.7%       70.1%      100      5.873%
Lockout/Greater of Percentage
   or Yield Maintenance              4      123,850,000      25.1%       1.26       80.2%       78.2%       83      6.187%
Greater of Percentage or Yield
   Maintenance                       1       18,000,000       3.6%       1.34       78.6%       78.6%      116      5.960%
                                --------------------------------------------------------------------------------------------
                                     24      493,485,000     100.0%       1.27       75.5%       72.4%       97      5.955%
                                ============================================================================================



                                      C-16


                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                                     ANNEX D

                                DECREMENT TABLES

           PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE
                             CLASS A-1 CERTIFICATES



                                            0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD
                                              MAINTENANCE OTHERWISE AT INDICATED CPR
                                            -------------------------------------------

            PAYMENT DATE                     0 CPR   25 CPR   50 CPR   75 CPR   100 CPR
- -------------------------------------        -----   ------   ------   ------   -------

Initial Date ........................         100     100      100      100       100
March 10, 2008 ......................         94       94       94       94       94
March 10, 2009 ......................         87       87       87       87       87
March 10, 2010 ......................         60       55       50       42       11
March 10, 2011 ......................          9       0        0        0         0
March 10, 2012 ......................          0       0        0        0         0
Weighted Average Life in Years.......        3.19     3.05     2.96     2.85     2.57


           PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE
                             CLASS A-2 CERTIFICATES



                                            0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD
                                              MAINTENANCE OTHERWISE AT INDICATED CPR
                                            -------------------------------------------

            PAYMENT DATE                     0 CPR   25 CPR   50 CPR   75 CPR   100 CPR
- -------------------------------------        -----   ------   ------   ------   -------

Initial Date ........................         100     100      100      100       100
March 10, 2008 ......................         100     100      100      100       100
March 10, 2009 ......................         100     100      100      100       100
March 10, 2010 ......................         100     100      100      100       100
March 10, 2011 ......................         100      99       98       97       94
March 10, 2012 ......................         27       27       26       25       18
March 10, 2013 ......................          0       0        0        0         0
Weighted Average Life in Years.......        4.92     4.89     4.86     4.81     4.57


           PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE
                             CLASS A-3 CERTIFICATES



                                            0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD
                                              MAINTENANCE OTHERWISE AT INDICATED CPR
                                            -------------------------------------------

            PAYMENT DATE                     0 CPR   25 CPR   50 CPR   75 CPR   100 CPR
- -------------------------------------        -----   ------   ------   ------   -------

Initial Date ........................         100     100      100      100       100
March 10, 2008 ......................         100     100      100      100       100
March 10, 2009 ......................         100     100      100      100       100
March 10, 2010 ......................         100     100      100      100       100
March 10, 2011 ......................         100     100      100      100       100
March 10, 2012 ......................         100     100      100      100       100
March 10, 2013 ......................         100     100      100      100       100
March 10, 2014 ......................          0       0        0        0         0
March 10, 2015 ......................          0       0        0        0         0
Weighted Average Life in Years ......        6.87     6.86     6.85     6.83     6.64



                                       D-1



           PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE
                             CLASS A-AB CERTIFICATES



                                            0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD
                                              MAINTENANCE OTHERWISE AT INDICATED CPR
                                            -------------------------------------------

            PAYMENT DATE                     0 CPR   25 CPR   50 CPR   75 CPR   100 CPR
- -------------------------------------        -----   ------   ------   ------   -------

Initial Date ........................         100     100      100      100       100
March 10, 2008 ......................         100     100      100      100       100
March 10, 2009 ......................         100     100      100      100       100
March 10, 2010 ......................         100     100      100      100       100
March 10, 2011 ......................         100     100      100      100       100
March 10, 2012 ......................         100     100      100      100       100
March 10, 2013 ......................         86       86       86       86       86
March 10, 2014 ......................         63       63       63       63       63
March 10, 2015 ......................         38       38       38       38       38
March 10, 2016 ......................         12       12       12       12       12
March 10, 2017 ......................          0       0        0        0         0
Weighted Average Life in Years ......        7.54     7.54     7.54     7.53     7.53


           PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE
                             CLASS A-4 CERTIFICATES



                                            0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD
                                              MAINTENANCE OTHERWISE AT INDICATED CPR
                                            -------------------------------------------

            PAYMENT DATE                     0 CPR   25 CPR   50 CPR   75 CPR   100 CPR
- -------------------------------------        -----   ------   ------   ------   -------

Initial Date ........................         100     100      100      100       100
March 10, 2008 ......................         100     100      100      100       100
March 10, 2009 ......................         100     100      100      100       100
March 10, 2010 ......................         100     100      100      100       100
March 10, 2011 ......................         100     100      100      100       100
March 10, 2012 ......................         100     100      100      100       100
March 10, 2013 ......................         100     100      100      100       100
March 10, 2014 ......................         100     100      100      100       100
March 10, 2015 ......................         100     100      100      100       100
March 10, 2016 ......................         100     100      100      100       100
March 10, 2017 ......................          0       0        0        0         0
Weighted Average Life in Years ......        9.77     9.75     9.73     9.69     9.51


           PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE
                            CLASS A-1-A CERTIFICATES



                                            0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD
                                              MAINTENANCE OTHERWISE AT INDICATED CPR
                                            -------------------------------------------

            PAYMENT DATE                     0 CPR   25 CPR   50 CPR   75 CPR   100 CPR
- -------------------------------------        -----   ------   ------   ------   -------

Initial Date ........................         100     100      100      100       100
March 10, 2008 ......................         100     100      100      100       100
March 10, 2009 ......................         100     100      100      100       100
March 10, 2010 ......................         100     100      100      100       100
March 10, 2011 ......................         100     100      100      100       100
March 10, 2012 ......................         83       83       83       83       83
March 10, 2013 ......................         82       82       82       82       82
March 10, 2014 ......................         53       53       53       53       53
March 10, 2015 ......................         53       53       53       53       53
March 10, 2016 ......................         52       52       52       52       52
March 10, 2017 ......................          0       0        0        0         0
Weighted Average Life in Years ......        7.99     7.98     7.97     7.95     7.75



                                       D-2



           PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE
                             CLASS A-M CERTIFICATES



                                            0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD
                                              MAINTENANCE OTHERWISE AT INDICATED CPR
                                            -------------------------------------------

            PAYMENT DATE                     0 CPR   25 CPR   50 CPR   75 CPR   100 CPR
- -------------------------------------        -----   ------   ------   ------   -------

Initial Date ........................         100     100      100      100       100
March 10, 2008 ......................         100     100      100      100       100
March 10, 2009 ......................         100     100      100      100       100
March 10, 2010 ......................         100     100      100      100       100
March 10, 2011 ......................         100     100      100      100       100
March 10, 2012 ......................         100     100      100      100       100
March 10, 2013 ......................         100     100      100      100       100
March 10, 2014 ......................         100     100      100      100       100
March 10, 2015 ......................         100     100      100      100       100
March 10, 2016 ......................         100     100      100      100       100
March 10, 2017 ......................          0       0        0        0         0
Weighted Average Life in Years ......        9.91     9.89     9.87     9.84     9.67


           PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE
                             CLASS A-J CERTIFICATES



                                            0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD
                                              MAINTENANCE OTHERWISE AT INDICATED CPR
                                            -------------------------------------------

            PAYMENT DATE                     0 CPR   25 CPR   50 CPR   75 CPR   100 CPR
- -------------------------------------        -----   ------   ------   ------   -------

Initial Date ........................         100     100      100      100       100
March 10, 2008 ......................         100     100      100      100       100
March 10, 2009 ......................         100     100      100      100       100
March 10, 2010 ......................         100     100      100      100       100
March 10, 2011 ......................         100     100      100      100       100
March 10, 2012 ......................         100     100      100      100       100
March 10, 2013 ......................         100     100      100      100       100
March 10, 2014 ......................         100     100      100      100       100
March 10, 2015 ......................         100     100      100      100       100
March 10, 2016 ......................         100     100      100      100       100
March 10, 2017 ......................          0       0        0        0         0
Weighted Average Life in Years.......        9.92     9.92     9.92     9.92     9.67


           PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE
                              CLASS B CERTIFICATES



                                            0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD
                                              MAINTENANCE OTHERWISE AT INDICATED CPR
                                            -------------------------------------------

            PAYMENT DATE                     0 CPR   25 CPR   50 CPR   75 CPR   100 CPR
- -------------------------------------        -----   ------   ------   ------   -------

Initial Date ........................         100     100      100      100       100
March 10, 2008 ......................         100     100      100      100       100
March 10, 2009 ......................         100     100      100      100       100
March 10, 2010 ......................         100     100      100      100       100
March 10, 2011 ......................         100     100      100      100       100
March 10, 2012 ......................         100     100      100      100       100
March 10, 2013 ......................         100     100      100      100       100
March 10, 2014 ......................         100     100      100      100       100
March 10, 2015 ......................         100     100      100      100       100
March 10, 2016 ......................         100     100      100      100       100
March 10, 2017 ......................          0       0        0        0         0
Weighted Average Life in Years ......        9.92     9.92     9.92     9.92     9.67



                                       D-3



           PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE
                              CLASS C CERTIFICATES



                                            0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD
                                              MAINTENANCE OTHERWISE AT INDICATED CPR
                                            -------------------------------------------

            PAYMENT DATE                     0 CPR   25 CPR   50 CPR   75 CPR   100 CPR
- -------------------------------------        -----   ------   ------   ------   -------

Initial Date ........................         100     100      100      100       100
March 10, 2008 ......................         100     100      100      100       100
March 10, 2009 ......................         100     100      100      100       100
March 10, 2010 ......................         100     100      100      100       100
March 10, 2011 ......................         100     100      100      100       100
March 10, 2012 ......................         100     100      100      100       100
March 10, 2013 ......................         100     100      100      100       100
March 10, 2014 ......................         100     100      100      100       100
March 10, 2015 ......................         100     100      100      100       100
March 10, 2016 ......................         100     100      100      100       100
March 10, 2017 ......................          0       0        0        0         0
Weighted Average Life in Years ......        9.92     9.92     9.92     9.92     9.67


           PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE
                              CLASS D CERTIFICATES



                                            0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD
                                              MAINTENANCE OTHERWISE AT INDICATED CPR
                                            -------------------------------------------

            PAYMENT DATE                     0 CPR   25 CPR   50 CPR   75 CPR   100 CPR
- -------------------------------------        -----   ------   ------   ------   -------

Initial Date ........................         100     100      100      100       100
March 10, 2008 ......................         100     100      100      100       100
March 10, 2009 ......................         100     100      100      100       100
March 10, 2010 ......................         100     100      100      100       100
March 10, 2011 ......................         100     100      100      100       100
March 10, 2012 ......................         100     100      100      100       100
March 10, 2013 ......................         100     100      100      100       100
March 10, 2014 ......................         100     100      100      100       100
March 10, 2015 ......................         100     100      100      100       100
March 10, 2016 ......................         100     100      100      100       100
March 10, 2017 ......................          0       0        0        0         0
Weighted Average Life in Years ......        9.92     9.92     9.92     9.92     9.67


           PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE
                              CLASS E CERTIFICATES



                                            0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD
                                              MAINTENANCE OTHERWISE AT INDICATED CPR
                                            -------------------------------------------

            PAYMENT DATE                     0 CPR   25 CPR   50 CPR   75 CPR   100 CPR
- -------------------------------------        -----   ------   ------   ------   -------

Initial Date ........................         100     100      100      100       100
March 10, 2008 ......................         100     100      100      100       100
March 10, 2009 ......................         100     100      100      100       100
March 10, 2010 ......................         100     100      100      100       100
March 10, 2011 ......................         100     100      100      100       100
March 10, 2012 ......................         100     100      100      100       100
March 10, 2013 ......................         100     100      100      100       100
March 10, 2014 ......................         100     100      100      100       100
March 10, 2015 ......................         100     100      100      100       100
March 10, 2016 ......................         100     100      100      100       100
March 10, 2017 ......................          0       0        0        0         0
Weighted Average Life in Years ......        9.92     9.92     9.92     9.92     9.67



                                       D-4



           PERCENTAGES OF THE CLOSING DATE CERTIFICATE BALANCE OF THE
                              CLASS F CERTIFICATES



                                            0% CPR DURING LOCKOUT, DEFEASANCE AND YIELD
                                              MAINTENANCE OTHERWISE AT INDICATED CPR
                                            -------------------------------------------

             PAYMENT DATE                    0 CPR   25 CPR   50 CPR   75 CPR   100 CPR
- -------------------------------------        -----   ------   ------   ------   -------

Initial Date ........................         100     100      100      100       100
March 10, 2008 ......................         100     100      100      100       100
March 10, 2009 ......................         100     100      100      100       100
March 10, 2010 ......................         100     100      100      100       100
March 10, 2011 ......................         100     100      100      100       100
March 10, 2012 ......................         100     100      100      100       100
March 10, 2013 ......................         100     100      100      100       100
March 10, 2014 ......................         100     100      100      100       100
March 10, 2015 ......................         100     100      100      100       100
March 10, 2016 ......................         100     100      100      100       100
March 10, 2017 ......................          0       0        0        0         0
Weighted Average Life in Years ......        9.92     9.92     9.92     9.92     9.67



                                       D-5




                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                                     ANNEX E

                         FORM OF PAYMENT DATE STATEMENT


                                       E-1





                      [THIS PAGE INTENTIONALLY LEFT BLANK]









[LOGO] LASALLE BANK                      GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                 Statement Date:
       ABN AMRO                              COMMERCIAL MORTGAGE TRUST 2007-GG9                     Payment Date:
                                        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Prior Payment:
135 S. LaSalle Street, Suite 1625                      SERIES 2007-GG9                              Next Payment:
Chicago, IL 60603                                                                                   Record Date:
USA

Administrator:                                      ABN AMRO ACCT:                              Analyst:
Daniel Laz 312.992.2191                   REPORTING PACKAGE TABLE OF CONTENTS                   Patrick Gong 714.259.6253
daniel.laz@abnamro.com                                                                          patrick.gong@abnamro.com



- ------------------------------   ------------------------------------------------------------  -------------------------------------
Issue Id:             GCCF7GG9                                                      Page(s)
                                                                                    -------
Monthly Data File                Statements to Certificateholders                   Page 2     Closing Date:
Name:    GCCF7GG9_200703_3.ZIP   Cash Recon                                         Page 3
- ------------------------------   Bond Interest Reconciliation                       Page 4     First Payment Date:
                                 Bond Interest Reconciliation                       Page 5
                                 Shortfall Summary Report                           Page 6     Rated Final Payment Date:
                                 Asset-Backed Facts ~ 15 Month Loan Status Summary  Page 7
                                 Asset-Backed Facts ~ 15 Month Loan                            Determination Date:
                                   Payoff/Loss Summary                              Page 8
                                 Mortgage Loan Characteristics                      Page 9-11  -------------------------------------
                                 Delinquent Loan Detail                             Page 12           Trust Collection Period
                                 Loan Level Detail                                  Page 13    -------------------------------------
                                 Realized Loss Detail                               Page 14
                                 Collateral Realized Loss                           Page 15    -------------------------------------
                                 Appraisal Reduction Detail                         Page 16
                                 Material Breaches Detail                           Page 17
                                 Historical Collateral Prepayment                   Page 18
                                 Specially Serviced (Part I) - Loan Detail          Page 19
                                 Specially Serviced (Part II) - Servicer Comments   Page 20
                                 Summary of Loan Maturity Extensions                Page 21
                                 Rating Information                                 Page 22
                                 Other Related Information                          Page 23
                                 ------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
                                                     PARTIES TO THE TRANSACTION
- ------------------------------------------------------------------------------------------------------------------------------------

                                           DEPOSITOR  Greenwich Capital Commercial Funding Corp.

                                     MASTER SERVICER  Wachovia Bank, National Association

                                       RATING AGENCY  Fitch, Inc./Moody's Investors Service, Inc./Standard & Poor's Ratings Services

                                    SPECIAL SERVICER  LNR Partners, Inc.

                                             TRUSTEE  ABN AMRO LaSalle Bank N.A.

                                         UNDERWRITER  Credit Suisse Securities (USA) LLC/Goldman, Sachs & Co./Wachovia Capital
                                                      Markets, LLC/Greenwich Capital Markets, Inc./Morgan Stanley & Co.
                                                      Incorporated/Banc of America Securities LLC

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


                                --------------------------------------------------------------------
                                 INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES
                                --------------------------------------------------------------------

                                 LaSalle Web Site                                  www.etrustee.net
                                 Servicer Web Site                                 www.wachovia.com
                                 LaSalle Factor Line                                   800.246.5761
                                --------------------------------------------------------------------


                                                                                                                        PAGE 1 OF 23







[LOGO] LASALLE BANK                      GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                 Statement Date:
       ABN AMRO                              COMMERCIAL MORTGAGE TRUST 2007-GG9                     Payment Date:
                                        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Prior Payment:
                                                       SERIES 2007-GG9                              Next Payment:
                                                                                                    Record Date:

                                                           ABN AMRO ACCT:


- ------------------------------------------------------------------------------------------------------------------------------------
               ORIGINAL      OPENING    PRINCIPAL     PRINCIPAL       NEGATIVE      CLOSING     INTEREST     INTEREST   PASS-THROUGH
   CLASS    FACE VALUE (1)   BALANCE     PAYMENT    ADJ. OR LOSS    AMORTIZATION    BALANCE    PAYMENT (2)  ADJUSTMENT      RATE

  CUSIP                                                                                                                 Next Rate(3)
- ------------------------------------------------------------------------------------------------------------------------------------
Total
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                        ----------------------------
                                                                                          Total P&I Payment
                                                                                        ----------------------------

Notes: (1) N denotes notional balance not included in total (2) Accrued Interest Plus/Minus Interest Adjustment Minus Deferred
Interest equals Interest Payment (3) Estimated. * Denotes Controlling Class


                                                                                                                        PAGE 2 OF 23







[LOGO] LASALLE BANK                      GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                 Statement Date:
       ABN AMRO                              COMMERCIAL MORTGAGE TRUST 2007-GG9                     Payment Date:
                                        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Prior Payment:
                                                       SERIES 2007-GG9                              Next Payment:
                                                                                                    Record Date:

                                                           ABN AMRO ACCT:
                                                     CASH RECONCILIATION SUMMARY

- --------------------------------------------------------------------------------
                                INTEREST SUMMARY
- --------------------------------------------------------------------------------
Current Scheduled Interest                                                  0.00
Less Deferred Interest                                                      0.00
Less PPIS Reducing Scheduled Int                                            0.00
Plus Gross Advance Interest                                                 0.00
Less ASER Interest Adv Reduction                                            0.00
Less Other Interest Not Advanced                                            0.00
Less Other Adjustment                                                       0.00
- --------------------------------------------------------------------------------
Total                                                                       0.00
- --------------------------------------------------------------------------------
UNSCHEDULED INTEREST:
- --------------------------------------------------------------------------------
Prepayment Penalties                                                        0.00
Yield Maintenance Penalties                                                 0.00
Other Interest Proceeds                                                     0.00
- --------------------------------------------------------------------------------
Total                                                                       0.00
- --------------------------------------------------------------------------------
Less Fee Paid To Servicer                                                   0.00
Less Fee Strips Paid by Servicer                                            0.00
- --------------------------------------------------------------------------------
LESS FEES & EXPENSES PAID BY/TO SERVICER
- --------------------------------------------------------------------------------
Special Servicing Fees                                                      0.00
Workout Fees                                                                0.00
Liquidation Fees                                                            0.00
Interest Due Serv on Advances                                               0.00
Non Recoverable Advances                                                    0.00
Misc. Fees & Expenses                                                       0.00
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
Total Unscheduled Fees & Expenses                                           0.00
- --------------------------------------------------------------------------------
Total Interest Due Trust                                                    0.00
- --------------------------------------------------------------------------------
LESS FEES & EXPENSES PAID BY/TO TRUST
- --------------------------------------------------------------------------------
Trustee Fee                                                                 0.00
Fee Strips                                                                  0.00
Misc. Fees                                                                  0.00
Interest Reserve Withholding                                                0.00
Plus Interest Reserve Deposit                                               0.00
- --------------------------------------------------------------------------------
Total                                                                       0.00
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                                PRINCIPAL SUMMARY
- --------------------------------------------------------------------------------
SCHEDULED PRINCIPAL:
Current Scheduled Principal                                                 0.00
Advanced Scheduled Principal                                                0.00
- --------------------------------------------------------------------------------
Scheduled Principal                                                         0.00
- --------------------------------------------------------------------------------
UNSCHEDULED PRINCIPAL:
Curtailments                                                                0.00
Prepayments in Full                                                         0.00
Liquidation Proceeds                                                        0.00
Repurchase Proceeds                                                         0.00
Other Principal Proceeds                                                    0.00
- --------------------------------------------------------------------------------
Total Unscheduled Principal                                                 0.00
- --------------------------------------------------------------------------------
Remittance Principal                                                        0.00
- --------------------------------------------------------------------------------
Remittance P&I Due Trust                                                    0.00
- --------------------------------------------------------------------------------
Remittance P&I Due Certs                                                    0.00
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                              POOL BALANCE SUMMARY
- --------------------------------------------------------------------------------
                                                            Balance       Count
- --------------------------------------------------------------------------------
Beginning Pool                                                0.00          0
Scheduled Principal                                           0.00          0
Unscheduled Principal                                         0.00          0
Deferred Interest                                             0.00
Liquidations                                                  0.00          0
Repurchases                                                   0.00          0
- --------------------------------------------------------------------------------
Ending Pool                                                   0.00          0
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                            SERVICING ADVANCE SUMMARY
- --------------------------------------------------------------------------------
                                                          Amount
- --------------------------------------------------------------------------------
Prior Outstanding
Plus Current Period
Less Recovered
Less Non Recovered
Ending Outstanding
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                              SERVICING FEE SUMMARY
- --------------------------------------------------------------------------------
Current Servicing Fees                                               0.00
Plus Fees Advanced for PPIS                                          0.00
Less Reduction for PPIS                                              0.00
Plus Delinquent Servicing Fees                                       0.00
- --------------------------------------------------------------------------------
Total Servicing Fees                                                 0.00
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               CAP LEASE ACCRETION
- --------------------------------------------------------------------------------
Accretion Amt                                                        0.00
Distributable Interest                                               0.00
Distributable Principal                                              0.00
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
                                  PPIS SUMMARY
- --------------------------------------------------------------------------------
Gross PPIS                                                           0.00
Reduced by PPIE                                                      0.00
Reduced by Shortfalls in Fees                                        0.00
Reduced by Other Amounts                                             0.00
- --------------------------------------------------------------------------------
PPIS Reducing Scheduled Interest                                     0.00
- --------------------------------------------------------------------------------
PPIS Reducing Servicing Fee                                          0.00
- --------------------------------------------------------------------------------
PPIS Due Certificate                                                 0.00
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                   ADVANCE SUMMARY (ADVANCE MADE BY SERVICER)
- --------------------------------------------------------------------------------
                                                           Principal   Interest
- --------------------------------------------------------------------------------
Prior Outstanding                                             0.00       0.00
Plus Current Period                                           0.00       0.00
Less Recovered                                                0.00       0.00
Less Non Recovered                                            0.00       0.00
Ending Outstanding                                            0.00       0.00
- --------------------------------------------------------------------------------


                                                                                                                        PAGE 3 OF 23







[LOGO] LASALLE BANK                      GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                 Statement Date:
       ABN AMRO                              COMMERCIAL MORTGAGE TRUST 2007-GG9                     Payment Date:
                                        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Prior Payment:
                                                       SERIES 2007-GG9                              Next Payment:
                                                                                                    Record Date:

                                                           ABN AMRO ACCT:
                                                 BOND INTEREST RECONCILIATION DETAIL


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

                Accrual
                                                          Accrued      Total      Total     Distributable
           ----------------   Opening    Pass-Through   Certificate  Interest    Interest    Certificate
Class       Method    Days    Balance        Rate        Interest    Additions  Deductions    Interest
- ----------------------------------------------------------------------------------------------------------













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

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


- ----------------------------------------------------------------------
                       Current    Remaining          Credit
            Interest   Period    Outstanding         Support
            Payment   Shortfall   Interest    ------------------------
Class        Amount   Recovery    Shorfalls     Original  Current(1)
- ----------------------------------------------------------------------












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

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

(1) Determined as follows: (A) the ending balance of all the classes less (B) the sum of (i) the ending balance of the
class and (ii) the ending balance of all classes which are not subordinate to the class divided by (A).


                                                                                                                        PAGE 4 OF 23







[LOGO] LASALLE BANK                      GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                 Statement Date:
       ABN AMRO                              COMMERCIAL MORTGAGE TRUST 2007-GG9                     Payment Date:
                                        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Prior Payment:
                                                       SERIES 2007-GG9                              Next Payment:
                                                                                                    Record Date:

                                                       ABN AMRO ACCT:
                                             BOND INTEREST RECONCILIATION DETAIL


- ---------------------------------------------------------------------------------------------------------
                                                                Additions
                                      -------------------------------------------------------------------
                                                       Interest
                Prior        Current       Prior        Accrual                                 Other
              Interest      Interest     Interest      on Prior     Prepayment     Yield       Interest
Class         Due Date      Due Date   Shortfall Due   Shortfall     Premiums   Maintenance  Proceeds (1)
- ---------------------------------------------------------------------------------------------------------











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

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

- --------------------------------------------------------------------------------
                           Deductions
             ---------------------------------------
                           Deferred &                 Distributable    Interest
               Allocable   Accretion      Interest     Certificate      Payment
Class            PPIS       Interest    Loss Expense     Interest       Amount
- --------------------------------------------------------------------------------












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

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

(1) Other Interest Proceeds are additional interest amounts specifically allocated to the bond(s) and used in determining
the Bondholder's Distributable Interest.


                                                                                                                        PAGE 5 OF 23







[LOGO] LASALLE BANK                      GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                 Statement Date:
       ABN AMRO                              COMMERCIAL MORTGAGE TRUST 2007-GG9                     Payment Date:
                                        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Prior Payment:
                                                       SERIES 2007-GG9                              Next Payment:
                                                                                                    Record Date:

                                                           ABN AMRO ACCT:
                                                    INTEREST ADJUSTMENTS SUMMARY

- --------------------------------------------------------------------------------
SHORTFALL ALLOCATED TO THE BONDS:
- -------------------------------------

Net Prepayment Int. Shortfalls Allocated to the Bonds                     0.00

Special Servicing Fees                                                    0.00

Workout Fees                                                              0.00

Liquidation Fees                                                          0.00

Legal Fees                                                                0.00

Misc. Fees & Expenses Paid by/to Servicer                                 0.00

Interest Paid to Servicer on Outstanding Advances                         0.00

ASER Interest Advance Reduction                                           0.00

Interest Not Advanced (Current Period)                                    0.00

Recoup of Prior Advances by Servicer                                      0.00

Servicing Fees Paid Servicer on Loans Not Advanced                        0.00

Misc. Fees & Expenses Paid by Trust                                       0.00

Shortfall Due to Rate Modification                                        0.00

Other Interest Loss                                                       0.00
                                                                  ------------
Total Shortfall Allocated to the Bonds                                    0.00
                                                                  ============

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

- --------------------------------------------------------------------------------
EXCESS ALLOCATED TO THE BONDS:
- -------------------------------------

Other Interest Proceeds Due the Bonds                                     0.00

Prepayment Interest Excess Due the Bonds                                  0.00

Interest Income                                                           0.00

Yield Maintenance Penalties Due the Bonds                                 0.00

Prepayment Penalties Due the Bonds                                        0.00

Recovered ASER Interest Due the Bonds                                     0.00

Recovered Interest Due the Bonds                                          0.00

ARD Excess Interest                                                       0.00
                                                                  ------------
Total Excess Allocated to the Bonds                                       0.00
                                                                  ============

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

              AGGREGATE INTEREST ADJUSTMENT ALLOCATED TO THE BONDS
- --------------------------------------------------------------------------------
Total Excess Allocated to the Bonds                                       0.00

Less Total Shortfall Allocated to the Bonds                               0.00
                                                                  ------------
Total Interest Adjustment to the Bonds                                    0.00
                                                                  ============


                                                                                                                        PAGE 6 OF 23







[LOGO] LASALLE BANK                      GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                       Statement Date:
       ABN AMRO                              COMMERCIAL MORTGAGE TRUST 2007-GG9                           Payment Date:
                                        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                     Prior Payment:
                                                       SERIES 2007-GG9                                    Next Payment:
                                                                                                          Record Date:


                                                      ABN AMRO ACCT:
                               ASSET-BACKED FACTS ~ 15 MONTH HISTORICAL LOAN STATUS SUMMARY

- -------------------------------------------------------------------------------------------------------------------------
                                                       Delinquency Aging Categories
- -------------------------------------------------------------------------------------------------------------------------
Distribution        Delinq 1 Month        Delinq 2 Months        Delinq 3+ Months        Foreclosure            REO
    Date            #      Balance        #       Balance        #        Balance        #   Balance        #   Balance
- -------------------------------------------------------------------------------------------------------------------------











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


- -------------------------------------------------------------------------------
                                  Special Event Categories (1)
- -------------------------------------------------------------------------------
Distribution        Modifications        Specially Serviced        Bankruptcy
    Date            #     Balance        #          Balance        #   Balance
- -------------------------------------------------------------------------------











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

(1) Note: Modification, Specially Serviced & Bankruptcy Totals are Included in the Appropriate Delinquency Aging Category


                                                                                                                        PAGE 7 OF 23







[LOGO] LASALLE BANK                      GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                       Statement Date:
       ABN AMRO                              COMMERCIAL MORTGAGE TRUST 2007-GG9                           Payment Date:
                                        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                     Prior Payment:
                                                       SERIES 2007-GG9                                    Next Payment:
                                                                                                          Record Date:


                                                      ABN AMRO ACCT:
                              ASSET-BACKED FACTS ~ 15 MONTH HISTORICAL PAYOFF/LOSS SUMMARY

- ---------------------------------------------------------------------------------------------------------------------------------
Distribution   Ending Pool (1)    Payoffs (2)      Penalties     Appraisal Reduct. (2)   Liquidations (2)   Realized Losses (2)
    Date       #       Balance   #     Balance   #      Amount      #       Balance      #       Balance      #      Amount
- ---------------------------------------------------------------------------------------------------------------------------------











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


- -----------------------------------------------------
Distribution   Remaining Term    Curr Weighted Avg.
    Date       Life              Coupon       Remit
- -----------------------------------------------------











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


                                                                                                                        PAGE 8 OF 23







[LOGO] LASALLE BANK                      GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                       Statement Date:
       ABN AMRO                              COMMERCIAL MORTGAGE TRUST 2007-GG9                           Payment Date:
                                        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                     Prior Payment:
                                                       SERIES 2007-GG9                                    Next Payment:
                                                                                                          Record Date:

                                                      ABN AMRO ACCT:
                                               MORTGAGE LOAN CHARACTERISTICS

                       DISTRIBUTION OF PRINCIPAL BALANCES

- --------------------------------------------------------------------------------
                                                             Weighted Average
Current Scheduled     # of      Scheduled      % of       ----------------------
     Balance          Loans      Balance      Balance     Term  Coupon  PFY DSCR
- --------------------------------------------------------------------------------










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

- --------------------------------------------------------------------------------
Average Schedule Balance
Maximum Schedule Balance
Minimum Schedule Balance

                DISTRIBUTION OF REMAINING TERM (FULLY AMORTIZING)

- --------------------------------------------------------------------------------
                                                            Weighted Average
Fully Amortizing     # of     Scheduled      % of       ------------------------
 Mortgage Loans      Loans     Balance      Balance     Term  Coupon  PFY DSCR
- --------------------------------------------------------------------------------










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

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

                     DISTRIBUTION OF MORTGAGE INTEREST RATES

- --------------------------------------------------------------------------------
                                                             Weighted Average
Current Mortgage     # of      Scheduled       % of       ----------------------
 Interest Rate       Loans      Balance       Balance     Term  Coupon  PFY DSCR
- --------------------------------------------------------------------------------










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

- --------------------------------------------------------------------------------
Minimum Mortgage Interest Rate
Maximum Mortgage Interest Rate

                    DISTRIBUTION OF REMAINING TERM (BALLOON)

- --------------------------------------------------------------------------------
                                                             Weighted Average
Balloon Mortgage     # of      Scheduled       % of       ----------------------
     Loans           Loans      Balance       Balance     Term  Coupon  PFY DSCR
- --------------------------------------------------------------------------------










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

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


                                                                                                                        PAGE 9 OF 23







[LOGO] LASALLE BANK                      GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                 Statement Date:
       ABN AMRO                              COMMERCIAL MORTGAGE TRUST 2007-GG9                     Payment Date:
                                        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Prior Payment:
                                                       SERIES 2007-GG9                              Next Payment:
                                                                                                    Record Date:

                                                       ABN AMRO ACCT:
                                                MORTGAGE LOAN CHARACTERISTICS


                           DISTRIBUTION OF DSCR (PFY)

- --------------------------------------------------------------------------------
   Debt Service        # of    Scheduled     % of
  Coverage Ratio       Loans    Balance     Balance     WAMM     WAC   PFY DSCR
- --------------------------------------------------------------------------------













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

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

Maximum DSCR
Minimum DSCR


                          DISTRIBUTION OF DSCR (CUTOFF)

- --------------------------------------------------------------------------------
   Debt Service        # of    Scheduled     % of
  Coverage Ratio       Loans    Balance     Balance     WAMM     WAC   PFY DSCR
- --------------------------------------------------------------------------------












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

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

Maximum DSCR
Minimum DSCR


                             GEOGRAPHIC DISTRIBUTION

- --------------------------------------------------------------------------------
   Geographic          # of    Scheduled     % of
    Location           Loans    Balance     Balance     WAMM     WAC   PFY DSCR
- --------------------------------------------------------------------------------












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

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


                                                                                                                       PAGE 10 OF 23







[LOGO] LASALLE BANK                      GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                 Statement Date:
       ABN AMRO                              COMMERCIAL MORTGAGE TRUST 2007-GG9                     Payment Date:
                                        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Prior Payment:
                                                       SERIES 2007-GG9                              Next Payment:
                                                                                                    Record Date:

                                                           ABN AMRO ACCT:
                                                    MORTGAGE LOAN CHARACTERISTICS


                         DISTRIBUTION OF PROPERTY TYPES

- --------------------------------------------------------------------------------
                      # of      Scheduled      % of
 Property Type        Loans      Balance      Balance    WAMM    WAC   PFY DSCR
- --------------------------------------------------------------------------------











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

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


                         DISTRIBUTION OF AMORTIZATION TYPE

- --------------------------------------------------------------------------------
                      # of      Scheduled      % of
Amortization Type     Loans      Balance      Balance    WAMM    WAC   PFY DSCR
- --------------------------------------------------------------------------------











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

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


                         DISTRIBUTION OF LOAN SEASONING

- --------------------------------------------------------------------------------
                      # of      Scheduled      % of
 Number of Months     Loans      Balance      Balance    WAMM    WAC   PFY DSCR
- --------------------------------------------------------------------------------











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

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


                      DISTRIBUTION OF YEAR LOANS MATURING

- --------------------------------------------------------------------------------
                      # of      Scheduled      % of
       Year           Loans      Balance      Balance    WAMM    WAC   PFY DSCR
- --------------------------------------------------------------------------------

        2007           0               0        0.00%       0    0.00%     0.00
        2008           0               0        0.00%       0    0.00%     0.00
        2009           0               0        0.00%       0    0.00%     0.00
        2010           0               0        0.00%       0    0.00%     0.00
        2011           0               0        0.00%       0    0.00%     0.00
        2012           0               0        0.00%       0    0.00%     0.00
        2013           0               0        0.00%       0    0.00%     0.00
        2014           0               0        0.00%       0    0.00%     0.00
        2015           0               0        0.00%       0    0.00%     0.00
        2016           0               0        0.00%       0    0.00%     0.00
        2017           0               0        0.00%       0    0.00%     0.00
   2018 & Greater      0               0        0.00%       0    0.00%     0.00


- --------------------------------------------------------------------------------
                       0               0        0.00%
- --------------------------------------------------------------------------------


                                                                                                                       PAGE 11 OF 23







[LOGO] LASALLE BANK                         GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                     Statement Date:
       ABN AMRO                                 COMMERCIAL MORTGAGE TRUST 2007-GG9                         Payment Date:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                   Prior Payment:
                                                          SERIES 2007-GG9                                  Next Payment:
                                                                                                           Record Date:

                                                          ABN AMRO ACCT:
                                                      DELINQUENT LOAN DETAIL


- ------------------------------------------------------------------------------------------------------------------------------------
              Paid                 Outstanding   Out. Property                    Special
 Disclosure   Thru   Current P&I       P&I        Protection     Loan Status     Servicer      Foreclosure   Bankruptcy      REO
  Control #   Date     Advance     Advances**      Advances       Code (1)     Transfer Date      Date          Date         Date
- ------------------------------------------------------------------------------------------------------------------------------------




















   TOTAL
- ------------------------------------------------------------------------------------------------------------------------------------
A. IN GRACE PERIOD                     1. DELINQ. 1 MONTH   3. DELINQUENT 3 + MONTHS       5. NON PERFORMING MATURED BALLOON  9. REO

B. LATE PAYMENT BUT < 1 MONTH DELINQ.  2. DELINQ. 2 MONTHS  4. PERFORMING MATURED BALLOON  7. FORECLOSURE
- ------------------------------------------------------------------------------------------------------------------------------------

** Outstanding P&I Advances include the current period P&I Advances and may include Servicer Advances.


                                                                                                                       PAGE 12 OF 23







[LOGO] LASALLE BANK                         GREENWICH CAPITAL COMMERCIAL FUNDING CORP.              Statement Date:
       ABN AMRO                                 COMMERCIAL MORTGAGE TRUST 2007-GG9                  Payment Date:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Prior Payment:
                                                          SERIES 2007-GG9                           Next Payment:
                                                                                                    Record Date:

                                                          ABN AMRO ACCT:
                                                         LOAN LEVEL DETAIL


- ------------------------------------------------------------------------------------------------------------------------------------
                                                  Operating               Ending                         Pre-      Pre-       Loan
Disclosure           Property   Maturity   PFY    Statement     Geo.     Principal   Note   Scheduled   payment   payment    Status
 Control #   Group     Type       Date     DSCR      Date     Location    Balance    Rate      P&I      Amount     Date     Code (1)
- ------------------------------------------------------------------------------------------------------------------------------------





















- ------------------------------------------------------------------------------------------------------------------------------------
* NOI and DSCR, if available and reportable under the terms of the trust agreement, are based on information obtained from the
related borrower, and no other party to the agreement shall be held liable for the accuracy or methodology used to determine such
figures.

- ------------------------------------------------------------------------------------------------------------------------------------
(1) Legend:   A. In Grace Period    1. Delinquent 1 month    3. Delinquent 3+ months   5. Non Performing Matured Ballon   9. REO

              B. Late Payment but   2. Delinquent 2 months   4. Performing Matured     7. Foreclosure
                 < 1 month delinq                               Balloon
- ------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       PAGE 13 OF 23







[LOGO] LASALLE BANK                         GREENWICH CAPITAL COMMERCIAL FUNDING CORP.              Statement Date:
       ABN AMRO                                 COMMERCIAL MORTGAGE TRUST 2007-GG9                  Payment Date:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Prior Payment:
                                                          SERIES 2007-GG9                           Next Payment:
                                                                                                    Record Date:

                                                          ABN AMRO ACCT:
                                                       REALIZED LOSS DETAIL


- ------------------------------------------------------------------------------------------------------------------------------------
                                                                       Gross                                    Net
                                                                     Proceeds                                Proceeds
                                              Beginning              as a % of    Aggregate        Net       as a % of
         Disclosure   Appraisal   Appraisal   Scheduled    Gross      Sched.     Liquidation   Liquidation    Sched.      Realized
Period   Control #      Date        Value      Balance    Proceeds    Balance    Expenses *     Proceeds      Balance       Loss
- ------------------------------------------------------------------------------------------------------------------------------------





















- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT TOTAL

CUMULATIVE
- ------------------------------------------------------------------------------------------------------------------------------------

    * Aggregate liquidation expenses also include outstanding P&I advances and unpaid servicing fees, unpaid trustee fees, etc..


                                                                                                                       PAGE 14 OF 23







[LOGO] LASALLE BANK                         GREENWICH CAPITAL COMMERCIAL FUNDING CORP.              Statement Date:
       ABN AMRO                                 COMMERCIAL MORTGAGE TRUST 2007-GG9                  Payment Date:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Prior Payment:
                                                          SERIES 2007-GG9                           Next Payment:
                                                                                                    Record Date:

                                                          ABN AMRO ACCT:
                                           BOND/COLLATERAL REALIZED LOSS RECONCILIATION


                                                                        Amounts       Interest
                                                                      Covered by    (Shortages)/   Modification
                       Beginning                                      Overcollat-     Excesses     Adjustments/       Additional
                      Balance of      Aggregate     Prior Realized    eralization    applied to     Appraisal       (Recoveries)/
Prospectus            the Loan at   Realized Loss   Loss Applied to    and other      Realized      Reduction      Expenses applied
    ID       Period   Liquidation     on Loans       Certificates       Credit         Losses       Adjustment    to Realized Losses

                                                           A               B             C              D                 E
- ------------------------------------------------------------------------------------------------------------------------------------

CUMULATIVE



















- ---------------------------------------------------------------
                                                  (Recoveries)/
                                                  Realized Loss
             Current Realized    Recoveries of     Applied to
Prospectus    Loss Applied to   Realized Losses    Certificate
    ID        Certificates*      paid as Cash       Interest
- ---------------------------------------------------------------



















* In the Initial Period the Current Realized Loss Applied to Certificates will equal Aggregate Realized Loss on Loans - B - C - D +
E instead of A - C - D + E

 Description
  of Fields
- -------------

      A             Prior Realized Loss Applied to Certificates

      B             Reduction to Realized Loss applied to bonds (could represent
                    OC, insurance policies, reserve accounts, etc)

      C             Amounts classified by the Master as interest adjustments
                    from general collections on a loan with a Realized Loss

      D             Adjustments that are based on principal haircut or future
                    interest foregone due to modification

      E             Realized Loss Adjustments, Supplemental Recoveries or
                    Expenses on a previously liquidated loan


                                                                                                                       PAGE 15 OF 23







[LOGO] LASALLE BANK                         GREENWICH CAPITAL COMMERCIAL FUNDING CORP.              Statement Date:
       ABN AMRO                                 COMMERCIAL MORTGAGE TRUST 2007-GG9                  Payment Date:
                                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Prior Payment:
                                                          SERIES 2007-GG9                           Next Payment:
                                                                                                    Record Date:

                                                          ABN AMRO Acct:
                                                    APPRAISAL REDUCTION DETAIL


- -----------------------  -------------------------------------------------------   ------------------------------
                                                                                                   Remaning Term
Disclosure   Appraisal   Scheduled     AR     Current P&I                          Note  Maturity  --------------
 Control#    Red. Date    Balance    Amount     Advance             ASER           Rate   Date     Life
- -----------------------  -------------------------------------------------------   ------------------------------






















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

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


- -----------------------------------  ------  ------------
                                              Appraisal
       Property          Geographic          ------------
         Type             Location    DSCR   Value   Date
- -----------------------------------  ------  ------------






















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


                                                                                                                       PAGE 16 OF 23







[LOGO] LASALLE BANK                      GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                 Statement Date:
       ABN AMRO                              COMMERCIAL MORTGAGE TRUST 2007-GG9                     Payment Date:
                                        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Prior Payment:
                                                       SERIES 2007-GG9                              Next Payment:
                                                                                                    Record Date:

                                                           ABN AMRO ACCT:
                                        MATERIAL BREACHES AND MATERIAL DOCUMENT DEFECT DETAIL


- ----------------------------------------------    ----------------------------------------------------------------------------------
                   Ending        Material
   Disclosure     Principal       Breach                              Material Breach and Material Document
   Control #       Balance         Date                                        Defect Description
- ----------------------------------------------    ----------------------------------------------------------------------------------



















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

                       Material breaches of pool asset representation or warranties or transaction covenants.


                                                                                                                       PAGE 17 OF 23







[LOGO] LASALLE BANK                       GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                Statement Date:
       ABN AMRO                               COMMERCIAL MORTGAGE TRUST 2007-GG9                    Payment Date:
                                        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Prior Payment:
                                                       SERIES 2007-GG9                              Next Payment:
                                                                                                    Record Date:

                                                        ABN AMRO ACCT:
                                        HISTORICAL COLLATERAL LEVEL PREPAYMENT REPORT


- -------------------------  --------------------------------------------------------------
   Disclosure    Payoff     Initial                               Payoff        Penalty
   Control #     Period     Balance              Type             Amount        Amount
- -------------------------  --------------------------------------------------------------
















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

                                                             ----------------------------
                                         CURRENT

                                         CUMULATIVE
                                                             ----------------------------


- --------------------------  -----------------------------------------------
   Prepayment    Maturity                Property              Geographic
      Date         Date                    Type                 Location
- --------------------------  -----------------------------------------------
















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


                                                                                                                       PAGE 18 OF 23







[LOGO] LASALLE BANK                      GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                 Statement Date:
       ABN AMRO                              COMMERCIAL MORTGAGE TRUST 2007-GG9                     Payment Date:
                                        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Prior Payment:
                                                       SERIES 2007-GG9                              Next Payment:
                                                                                                    Record Date:


                                                           ABN AMRO ACCT:
                                      SPECIALLY SERVICED (PART I) ~ LOAN DETAIL (END OF PERIOD)


- ---------------------------   -------------   ---------------------  ------------------------------------------------
                                  Loan               Balance                                            Remaining
Disclosure     Servicing         Status       ---------------------                                ------------------
Control #      Xfer Date         Code(1)      Schedule     Actual     Note Rate   Maturity Date     Life
- ---------------------------   -------------   ---------------------  ------------------------------------------------















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

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


- ------------------------------------   -----------------------------------------
      Property           Geo.                                           NOI
        Type           Location              NOI          DSCR          Date
- ------------------------------------   -----------------------------------------

















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

- ------------------------------------------------------------------------------------------------------------------------------------
(1) Legend:  A. P&I Adv - in Grace    1. P&I Adv - delinquent 1 month   3. P&I Adv - delinquent 3+    5. Non Performing     9. REO
                Period                                                     months                        Mat. Balloon

             B. P&I Adv - < one       2. P&I Adv - delinquent 2 months  4. Mat. Balloon/Assumed P&I   7. Foreclosure
                month delinq
- ------------------------------------------------------------------------------------------------------------------------------------


                                                                                                                       PAGE 19 OF 23







[LOGO] LASALLE BANK                      GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                 Statement Date:
       ABN AMRO                              COMMERCIAL MORTGAGE TRUST 2007-GG9                     Payment Date:
                                        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Prior Payment:
                                                       SERIES 2007-GG9                              Next Payment:
                                                                                                    Record Date:

                                                           ABN AMRO ACCT:
                            SPECIALLY SERVICED LOAN DETAIL (PART II) ~ SERVICER COMMENTS (END OF PERIOD)


- --------------------------------------------------------   -------------------------------------------------------------------------
Disclosure                   Resolution
 Control #                    Strategy                                                       Comments
- --------------------------------------------------------   -------------------------------------------------------------------------




























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


                                                                                                                       PAGE 20 OF 23







[LOGO] LASALLE BANK                      GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                 Statement Date:
       ABN AMRO                              COMMERCIAL MORTGAGE TRUST 2007-GG9                     Payment Date:
                                        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Prior Payment:
                                                       SERIES 2007-GG9                              Next Payment:
                                                                                                    Record Date:

                                                           ABN AMRO ACCT:
                                                     MATURITY EXTENSION SUMMARY



LOANS WHICH HAVE HAD THEIR MATURITY DATES EXTENDED
   Number of Loans:                                                          0
   Stated Principal Balance outstanding:                                  0.00
   Weighted Average Extension Period:                                        0


LOANS IN THE PROCESS OF HAVING THEIR MATURITY DATES EXTENDED
   Number of Loans:                                                          0
   Stated Principal Balance outstanding:                                  0.00
   Weighted Average Extension Period:                                        0


LOANS IN THE PROCESS OF HAVING THEIR MATURITY DATES FURTHER EXTENDED
   Number of Loans:                                                          0
   Cutoff Principal Balance:                                              0.00
   Weighted Average Extension Period:                                        0


LOANS PAID-OFF THAT DID EXPERIENCE MATURITY DATE EXTENSIONS
   Number of Loans:                                                          0
   Cutoff Principal Balance:                                              0.00
   Weighted Average Extension Period:                                        0


LOANS PAID-OFF THAT DID NOT EXPERIENCE MATURITY DATE EXTENSIONS
   Number of Loans:                                                          0
   Cutoff Principal Balance:                                              0.00


                                                                                                                       PAGE 21 OF 23







[LOGO] LASALLE BANK                      GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                 Statement Date:
       ABN AMRO                              COMMERCIAL MORTGAGE TRUST 2007-GG9                     Payment Date:
                                        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Prior Payment:
                                                       SERIES 2007-GG9                              Next Payment:
                                                                                                    Record Date:


                                                           ABN AMRO ACCT:
                                                         RATING INFORMATION


- ---------------------------  --------------------------------------------  -------------------------------------------
                                           ORIGINAL RATINGS                          RATING CHANGE/CHANGE DATE(1)

CLASS          CUSIP            FITCH         MOODY'S           S&P            FITCH           MOODY'S           S&P
- ---------------------------  --------------------------------------------  -------------------------------------------


















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

NR - Designates that the class was not rated by the rating agency.

(1) Changed ratings provided on this report are based on information provided by the applicable rating agency via electronic
transmission. It shall be understood that this transmission will generally have been provided to LaSalle within 30 days of the
payment date listed on this statement. Because ratings may have changed during the 30 day window, or may not be being provided by
the rating agency in an electronic format and therefore not being updated on this report, LaSalle recommends that investors obtain
current rating information directly from the rating agency.


                                                                                                                       PAGE 22 OF 23







[LOGO] LASALLE BANK                      GREENWICH CAPITAL COMMERCIAL FUNDING CORP.                 Statement Date:
       ABN AMRO                              COMMERCIAL MORTGAGE TRUST 2007-GG9                     Payment Date:
                                        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Prior Payment:
                                                       SERIES 2007-GG9                              Next Payment:
                                                                                                    Record Date:


                                                           ABN AMRO ACCT:
                                                               LEGEND

Until this statement/report is filed with the Commission with respect to the Trust pursuant to Section 15(d) of the Securities
Exchange Act of 1934, as amended, the recipient hereof shall be deemed to keep the information contained herein confidential and
such information will not, without the prior consent of the Master Servicer or the Trustee, be disclosed by such recipient or by its
officers, directors, partners, employees, agents or representatives in any manner whatsoever, in whole or in part.


                                                                                                                       PAGE 23 OF 23






                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                                     ANNEX F

                       TERMS OF THE CLASS XP CERTIFICATES

Class XP Pass-Through Rate:

      The pass-through rate applicable to the class XP certificates for each
payment date will equal the weighted average of the class XP strip rates at
which interest accrues from time to time on the various components of the class
XP certificates outstanding immediately prior to such payment date (weighted on
the basis of the balances of those class XP components immediately prior to the
payment date). Each class XP component will be comprised of all or a designated
portion of the principal balance of a specified class of principal balance
certificates. If all or a designated portion of the principal balance of any
class of principal balance certificates is identified in the table below as
being part of the notional amount of the class XP certificates immediately prior
to any payment date, then that principal balance (or designated portion thereof)
will represent one or more separate class XP components for purposes of
calculating the pass-through rate of the class XP certificates. For each payment
date through and including the payment date in         , the class XP strip rate
for each class XP component will equal (x) the lesser of (1) the Weighted
Average Pool Pass-Through Rate for such payment date, and (2) the reference rate
specified on Schedule F-1 hereto for such payment date, minus (y) the
pass-through rate for the corresponding principal balance class of certificates
related to such component (but in no event will any class XP strip rate be less
than zero).

      After the payment date in       , the class XP certificates will cease to
accrue interest and will have a 0% pass-through rate.


                                       F-1



Notional Amount of Class XP Certificates:

The notional amount of the class XP certificates will vary over time and, for
each time period specified in the heading of the columns in the table below, the
notional amount of the class XP certificates will be equal to the sum of the
amounts set forth in such column.



- -----------------------------------------------------------------------------------------------------------------------------
                                PAYMENT DATE IN         2007    PAYMENT DATE IN         2008    PAYMENT DATE IN         2008
INITIAL PAYMENT DATE THROUGH    THROUGH PAYMENT DATE IN         THROUGH PAYMENT DATE IN         THROUGH PAYMENT DATE IN
PAYMENT DATE IN         2007    2007                            2008                            2009
- -----------------------------------------------------------------------------------------------------------------------------

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

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

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




- -----------------------------------------------------------------------------------------------------------------------------
PAYMENT DATE IN         2009    PAYMENT DATE IN         2009    PAYMENT DATE IN         2010    PAYMENT DATE IN         2010
THROUGH PAYMENT DATE IN         THROUGH PAYMENT DATE IN         THROUGH PAYMENT DATE IN         THROUGH PAYMENT DATE IN
2009                            2010                            2010                            2011
- -----------------------------------------------------------------------------------------------------------------------------

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

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

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

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




- -----------------------------------------------------------------------------------------------------------------------------
PAYMENT DATE IN         2011    PAYMENT DATE IN         2011    PAYMENT DATE IN         2012    PAYMENT DATE IN         2012
THROUGH PAYMENT DATE IN         THROUGH PAYMENT DATE IN         THROUGH PAYMENT DATE IN         THROUGH PAYMENT DATE IN
2011                            2012                            2013                            2013
- -----------------------------------------------------------------------------------------------------------------------------

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

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

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

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



                                       F-2



                                  Schedule F-1

                          Class XP Reference Rates (%)

 INTEREST ACCRUAL PERIOD    MONTH OF PAYMENT DATE    CLASS XP REFERENCE RATE (%)
- ------------------------    ---------------------    ---------------------------


                                       F-3



                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                                     ANNEX G

                      CLASS A-AB PLANNED PRINCIPAL BALANCE

    PERIOD                 MONTH OF PAYMENT DATE                BALANCE ($)
- --------------         -----------------------------       ---------------------
       1                        April 2007                     88,000,000.00
       2                         May 2007                      88,000,000.00
       3                         June 2007                     88,000,000.00
       4                         July 2007                     88,000,000.00
       5                        August 2007                    88,000,000.00
       6                      September 2007                   88,000,000.00
       7                       October 2007                    88,000,000.00
       8                       November 2007                   88,000,000.00
       9                       December 2007                   88,000,000.00
      10                       January 2008                    88,000,000.00
      11                       February 2008                   88,000,000.00
      12                        March 2008                     88,000,000.00
      13                        April 2008                     88,000,000.00
      14                         May 2008                      88,000,000.00
      15                         June 2008                     88,000,000.00
      16                         July 2008                     88,000,000.00
      17                        August 2008                    88,000,000.00
      18                      September 2008                   88,000,000.00
      19                       October 2008                    88,000,000.00
      20                       November 2008                   88,000,000.00
      21                       December 2008                   88,000,000.00
      22                       January 2009                    88,000,000.00
      23                       February 2009                   88,000,000.00
      24                        March 2009                     88,000,000.00
      25                        April 2009                     88,000,000.00
      26                         May 2009                      88,000,000.00
      27                         June 2009                     88,000,000.00
      28                         July 2009                     88,000,000.00
      29                        August 2009                    88,000,000.00
      30                      September 2009                   88,000,000.00
      31                       October 2009                    88,000,000.00
      32                       November 2009                   88,000,000.00
      33                       December 2009                   88,000,000.00
      34                       January 2010                    88,000,000.00
      35                       February 2010                   88,000,000.00
      36                        March 2010                     88,000,000.00
      37                        April 2010                     88,000,000.00
      38                         May 2010                      88,000,000.00
      39                         June 2010                     88,000,000.00
      40                         July 2010                     88,000,000.00
      41                        August 2010                    88,000,000.00
      42                      September 2010                   88,000,000.00
      43                       October 2010                    88,000,000.00
      44                       November 2010                   88,000,000.00
      45                       December 2010                   88,000,000.00


                                       G-1



    PERIOD                 MONTH OF PAYMENT DATE                BALANCE ($)
- --------------         -----------------------------       ---------------------
      46                       January 2011                    88,000,000.00
      47                      February 2011                    88,000,000.00
      48                        March 2011                     88,000,000.00
      49                        April 2011                     88,000,000.00
      50                         May 2011                      88,000,000.00
      51                        June 2011                      88,000,000.00
      52                        July 2011                      88,000,000.00
      53                       August 2011                     88,000,000.00
      54                      September 2011                   88,000,000.00
      55                       October 2011                    88,000,000.00
      56                      November 2011                    88,000,000.00
      57                      December 2011                    88,000,000.00
      58                       January 2012                    88,000,000.00
      59                      February 2012                    88,000,000.00
      60                        March 2012                     88,000,000.00
      61                        April 2012                     88,000,000.00
      62                         May 2012                      88,000,000.00
      63                        June 2012                      88,000,000.00
      64                        July 2012                      87,999,607.72
      65                       August 2012                     86,578,146.62
      66                      September 2012                   85,149,382.17
      67                       October 2012                    83,505,297.09
      68                      November 2012                    82,060,740.75
      69                      December 2012                    80,384,849.25
      70                       January 2013                    78,910,868.61
      71                      February 2013                    77,429,310.46
      72                        March 2013                     75,310,849.83
      73                        April 2013                     73,810,772.66
      74                         May 2013                      72,093,821.95
      75                        June 2013                      70,577,201.87
      76                        July 2013                      68,844,159.40
      77                       August 2013                     67,310,828.22
      78                      September 2013                   65,769,613.66
      79                       October 2013                    64,012,647.43
      80                      November 2013                    62,435,638.00
      81                      December 2013                    60,645,504.35
      82                       January 2014                    59,056,893.15
      83                      February 2014                    57,452,302.88
      84                        March 2014                     55,205,757.61
      85                        April 2014                     53,581,352.65
      86                         May 2014                      51,738,007.55
      87                        June 2014                      50,095,766.44
      88                        July 2014                      48,235,071.59
      89                       August 2014                     46,574,812.98
      90                      September 2014                   44,906,016.38
      91                       October 2014                    43,019,490.21
      92                      November 2014                    41,332,406.10
      93                      December 2014                    39,428,091.10
      94                       January 2015                    37,722,533.50


                                       G-2



    PERIOD                 MONTH OF PAYMENT DATE                BALANCE ($)
- --------------         -----------------------------       ---------------------
      95                      February 2015                    36,008,204.42
      96                        March 2015                     33,662,044.97
      97                        April 2015                     31,926,821.94
      98                         May 2015                      29,975,680.72
      99                        June 2015                      28,221,494.61
     100                        July 2015                      26,251,907.42
     101                       August 2015                     24,478,565.37
     102                      September 2015                   22,696,102.38
     103                       October 2015                    20,699,009.41
     104                      November 2015                    18,897,102.93
     105                      December 2015                    16,881,096.67
     106                       January 2016                    15,059,548.96
     107                      February 2016                    13,228,631.78
     108                        March 2016                     10,980,514.99
     109                        April 2016                      9,128,609.32
     110                         May 2016                       7,063,967.28
     111                        June 2016                       5,191,911.82
     112                        July 2016                       3,107,669.45
     113                       August 2016                      1,215,259.27
     114                      September 2016                            0.00


                                       G-3





                      [THIS PAGE INTENTIONALLY LEFT BLANK]




                                     ANNEX H

          GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

      Except in limited circumstances, the globally offered Commercial Mortgage
Trust 2007-GG9, Commercial Mortgage Pass-Through Certificates, Series 2007-GG9,
Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1-A, Class A-M,
Class A-J, Class B, Class C, Class D, Class E and Class F will be available only
in book-entry form.

      The book-entry certificates will be tradable as home market instruments in
both the European and U.S. domestic markets. Initial settlement and all
secondary trades will settle in same day funds.

      Secondary market trading between investors holding book-entry certificates
through Clearstream and Euroclear will be conducted in the ordinary way in
accordance with their normal rules and operating procedures and in accordance
with conventional Eurobond practice, which is seven calendar days' settlement.

      Secondary market trading between investors holding book-entry certificates
through DTC will be conducted according to the rules and procedures applicable
to U.S. corporate debt obligations.

      Secondary cross-market trading between member organizations of Clearstream
or Euroclear and DTC participants holding book-entry certificates will be
accomplished on a delivery against payment basis through the respective
depositaries of Clearstream and Euroclear, in that capacity, as DTC
participants.

      As described under "Certain U.S. Federal Income Tax Documentation
Requirements" below, non-U.S. holders of book-entry certificates will be subject
to U.S. withholding taxes unless those holders meet specific requirements and
deliver appropriate U.S. tax documents to the securities clearing organizations
of their participants.

INITIAL SETTLEMENT

      All certificates of each class of offered certificates will be held in
registered form by DTC in the name of Cede & Co. as nominee of DTC. Investors'
interests in the book-entry certificates will be represented through financial
institutions acting on their behalf as direct and indirect DTC participants. As
a result, Clearstream and Euroclear will hold positions on behalf of their
member organizations through their respective depositaries, which in turn will
hold positions in accounts as DTC participants.

      Investors' securities custody accounts will be credited with their
holdings against payment in same day funds on the settlement date.

      Investors electing to hold their book-entry certificates through
Clearstream or Euroclear accounts will follow the settlement procedures
applicable to conventional Eurobonds, except that there will be no temporary
global security and no "lock up" or restricted period. Global securities will be
credited to the securities custody accounts on the settlement date against
payment in same day funds.

SECONDARY MARKET TRADING

      Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.

      Trading between DTC Participants. Secondary market trading between DTC
participants will be settled in same day funds.

      Trading between Clearstream and/or Euroclear Participants. Secondary
market trading between member organizations of Clearstream or Euroclear will be
settled using the procedures applicable to conventional Eurobonds in same day
funds.


                                       H-1



      Trading between DTC Seller and Clearstream or Euroclear Purchaser. When
book-entry certificates are to be transferred from the account of a DTC
participant to the account of a member organization of Clearstream or Euroclear,
the purchaser will send instructions to Clearstream or Euroclear through that
member organization at least one business day prior to settlement. Clearstream
or Euroclear, as the case may be, will instruct the respective depositary to
receive the book-entry certificates against payment. Payment will include
interest accrued on the book-entry certificates from and including the first day
of the calendar month in which the last coupon payment date occurs (or, if no
coupon payment date has occurred, from and including March 1, 2007) to and
excluding the settlement date, calculated on the basis of a year of 360-days
consisting of twelve 30-day months. Payment will then be made by the respective
depositary to the DTC participant's account against delivery of the book-entry
certificates. After settlement has been completed, the book-entry certificates
will be credited to the respective clearing system and by the clearing system,
in accordance with its usual procedures, to the account of the member
organization of Clearstream or Euroclear, as the case may be. The securities
credit will appear the next day, European time, and the cash debit will be
back-valued to, and the interest on the book-entry certificates will accrue
from, the value date, which would be the preceding day when settlement occurred
in New York. If settlement is not completed on the intended value date, which
means the trade fails, the Clearstream or Euroclear cash debit will be valued
instead as of the actual settlement date.

      Member organizations of Clearstream and Euroclear will need to make
available to the respective clearing systems the funds necessary to process same
day funds settlement. The most direct means of doing so is to pre-position funds
for settlement, either from cash on hand or existing lines of credit, as they
would for any settlement occurring within Clearstream or Euroclear. Under this
approach, they may take on credit exposure to Clearstream or Euroclear until the
book-entry certificates are credited to their accounts one day later.

      As an alternative, if Clearstream or Euroclear has extended a line of
credit to them, member organizations of Clearstream or Euroclear can elect not
to pre-position funds and allow that credit line to be drawn upon to finance
settlement. Under this procedure, the member organizations purchasing book-entry
certificates would incur overdraft charges for one day, assuming they cleared
the overdraft when the book-entry certificates were credited to their accounts.
However, interest on the book-entry certificates would accrue from the value
date. Therefore, in many cases the investment income on the book-entry
certificates earned during that one day period may substantially reduce or
offset the amount of those overdraft charges, although this result will depend
on the cost of funds of the respective member organization of Clearstream or
Euroclear.

      Since the settlement is taking place during New York business hours, DTC
participants can employ their usual procedures for sending book-entry
certificates to the respective depositary for the benefit of member
organizations of Clearstream or Euroclear. The sale proceeds will be available
to the DTC seller on the settlement date. Thus, to the DTC participant a
cross-market transaction will settle no differently than a trade between two DTC
participants.

      Trading between Clearstream or Euroclear Seller and DTC Purchaser. Due to
time zone differences in their favor, member organizations of Clearstream or
Euroclear may employ their customary procedures for transactions in which
book-entry certificates are to be transferred by the respective clearing system,
through the respective depositary, to a DTC participant. The seller will send
instructions to Clearstream or Euroclear through a member organization of
Clearstream or Euroclear at least one business day prior to settlement. In these
cases, Clearstream or Euroclear, as appropriate, will instruct the respective
depositary to deliver the book-entry certificates to the DTC participant's
account against payment. Payment will include interest accrued on the book-entry
certificates from and including the first day of the calendar month in which the
last coupon payment date occurs (or, if no coupon payment date has occurred,
from and including March 1, 2007) to and excluding the settlement date,
calculated on the basis of a year of 360-days consisting of twelve 30-day
months. The payment will then be reflected in the account of the member
organization of Clearstream or Euroclear the following day, and receipt of the
cash proceeds in the account of that member organization of Clearstream or
Euroclear would be back-valued to the value date, which would be the preceding
day, when settlement occurred in New York. Should the member organization of
Clearstream or Euroclear have a line of credit with its respective clearing
system and elect to be in debit in anticipation of receipt of the sale proceeds
in its account, the back-valuation will extinguish any overdraft charges
incurred over the one day period. If settlement is not completed on the intended
value date, which means the trade fails, receipt of the cash proceeds in the
account of the member organization of Clearstream or Euroclear would be valued
instead as of the actual settlement date.


                                       H-2



      Finally, day traders that use Clearstream or Euroclear and that purchase
book-entry certificates from DTC participants for delivery to member
organizations of Clearstream or Euroclear should note that these trades would
automatically fail on the sale side unless affirmative action were taken. At
least three techniques should be readily available to eliminate this potential
problem:

      o     borrowing through Clearstream or Euroclear for one day, until the
            purchase side of the day trade is reflected in their Clearstream or
            Euroclear accounts, in accordance with the clearing system's
            customary procedures;

      o     borrowing the book-entry certificates in the United States from a
            DTC participant no later than one day prior to settlement, which
            would allow sufficient time for the book-entry certificates to be
            reflected in their Clearstream or Euroclear accounts in order to
            settle the sale side of the trade; or

      o     staggering the value dates for the buy and sell sides of the trade
            so that the value date for the purchase from the DTC participant is
            at least one day prior to the value date for the sale to the member
            organization of Clearstream or Euroclear.

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS

      A holder that is not a "United States person" (a "U.S. PERSON") within the
meaning of Section 7701(a)(30) of the Internal Revenue Code (a "NON-U.S.
HOLDER") holding a book-entry certificate through Clearstream, Euroclear or DTC
may be subject to U.S. withholding tax unless such holder provides certain
documentation to the issuer of such holder's book-entry certificate, the paying
agent or any other entity required to withhold tax (any of the foregoing, a
"U.S. WITHHOLDING AGENT") establishing an exemption from withholding. A non-U.S.
holder may be subject to withholding unless each U.S. withholding agent
receives:

      1.    from a non-U.S. holder that is classified as a corporation for U.S.
            federal income tax purposes or is an individual, and is eligible for
            the benefits of the portfolio interest exemption or an exemption (or
            reduced rate) based on a treaty, a duly completed and executed IRS
            Form W-8BEN (or any successor form);

      2.    from a non-U.S. holder that is eligible for an exemption on the
            basis that the holder's income from the certificate is effectively
            connected to its U.S. trade or business, a duly completed and
            executed IRS Form W-8ECI (or any successor form);

      3.    from a non-U.S. holder that is classified as a partnership for U.S.
            federal income tax purposes, a duly completed and executed IRS Form
            W-8IMY (or any successor form) with all supporting documentation (as
            specified in the U.S. Treasury Regulations) required to substantiate
            exemptions from withholding on behalf of its partners; certain
            partnerships may enter into agreements with the IRS providing for
            different documentation requirements and it is recommended that such
            partnerships consult their tax advisors with respect to these
            certification rules;

      4.    from a non-U.S. holder that is an intermediary (i.e., a person
            acting as a custodian, a broker, nominee or otherwise as an agent
            for the beneficial owner of a certificate):

            (a)   if the intermediary is a "qualified intermediary" within the
                  meaning of section 1.1441-1(e)(5)(ii) of the U.S. Treasury
                  Regulations (a "QUALIFIED INTERMEDIARY"), a duly completed and
                  executed IRS Form W-8IMY (or any successor or substitute
                  form)--

                  (i)     stating the name, permanent residence address and
                          qualified intermediary employer identification number
                          of the qualified intermediary and the country under
                          the laws of which the qualified intermediary is
                          created, incorporated or governed,

                  (ii)    certifying that the qualified intermediary has
                          provided, or will provide, a withholding statement as
                          required under section 1.1441-1(e)(5)(v) of the U.S.
                          Treasury Regulations,

                  (iii)   certifying that, with respect to accounts it
                          identifies on its withholding statement, the qualified
                          intermediary is not acting for its own account but is
                          acting as a qualified intermediary, and


                                       H-3



                  (iv)    providing any other information, certifications, or
                          statements that may be required by the IRS Form W-8IMY
                          or accompanying instructions in addition to, or in
                          lieu of, the information and certifications described
                          in section 1.1441-1(e)(3)(ii) or 1.1441-1(e)(5)(v) of
                          the U.S. Treasury Regulations; or

            (b)   if the intermediary is not a qualified intermediary (a
                  "NONQUALIFIED INTERMEDIARY"), a duly completed and executed
                  IRS Form W-8IMY (or any successor or substitute form)--

                  (i)     stating the name and permanent residence address of
                          the nonqualified intermediary and the country under
                          the laws of which the nonqualified intermediary is
                          created, incorporated or governed,

                  (ii)    certifying that the nonqualified intermediary is not
                          acting for its own account,

                  (iii)   certifying that the nonqualified intermediary has
                          provided, or will provide, a withholding statement
                          that is associated with the appropriate IRS Forms W-8
                          and W-9 required to substantiate exemptions from
                          withholding on behalf of such nonqualified
                          intermediary's beneficial owners, and

                  (iv)    providing any other information, certifications or
                          statements that may be required by the IRS Form W-8IMY
                          or accompanying instructions in addition to, or in
                          lieu of, the information, certifications, and
                          statements described in section 1.1441-1(e)(3)(iii) or
                          (iv) of the U.S. Treasury Regulations; or

      5.    from a non-U.S. holder that is a trust, depending on whether the
            trust is classified for U.S. federal income tax purposes as the
            beneficial owner of the certificate, either an IRS Form W-8BEN or
            W-8IMY; any non-U.S. holder that is a trust should consult its tax
            advisors to determine which of these forms it should provide.

      All non-U.S. holders will be required to update the above-listed forms and
any supporting documentation in accordance with the requirements under the U.S.
Treasury Regulations. These forms generally remain in effect for a period
starting on the date the form is signed and ending on the last day of the third
succeeding calendar year, unless a change in circumstances makes any information
on the form incorrect. Under certain circumstances, an IRS Form W-8BEN, if
furnished with a taxpayer identification number, remains in effect until the
status of the beneficial owner changes, or a change in circumstances makes any
information on the form incorrect.

      In addition, all holders, including holders that are U.S. persons, holding
book-entry certificates through Clearstream, Euroclear or DTC may be subject to
backup withholding unless the holder--

      o     provides the appropriate IRS Form W-8 (or any successor or
            substitute form), duly completed and executed, if the holder is a
            non-U.S. holder;

      o     provides a duly completed and executed IRS Form W-9, if the holder
            is a U.S. person; or

      o     can be treated as an "exempt recipient" within the meaning of
            section 1.6049-4(c)(1)(ii) of the U.S. Treasury Regulations (e.g., a
            corporation or a financial institution such as a bank).

      This summary does not deal with all of the aspects of U.S. federal income
tax withholding or backup withholding that may be relevant to investors that are
non-U.S. holders. Such holders are advised to consult their own tax advisors for
specific tax advice concerning their holding and disposing of book-entry
certificates.


                                       H-4



                                   PROSPECTUS

            GREENWICH CAPITAL COMMERCIAL FUNDING CORP., THE DEPOSITOR
           MORTGAGE PASS-THROUGH CERTIFICATES, ISSUABLE IN SERIES BY
                           SEPARATE ISSUING ENTITIES

      Our name is Greenwich Capital Commercial Funding Corp., the depositor with
respect to each series of certificates offered by this prospectus. We intend to
offer from time to time mortgage pass-through certificates. These offers may be
made through one or more different methods, including offerings through
underwriters. We do not currently intend to list the offered certificates of any
series on any national securities exchange or the NASDAQ stock market. See
"Method of Distribution."



- ------------------------------------------------------------------------------------------------------------------------------------
                   THE OFFERED CERTIFICATES:                                           THE TRUST ASSETS:

The offered certificates will be issuable in series. Each             The assets of each of our trusts will include--
series of offered certificates will--
                                                                            o   mortgage loans secured by first and junior liens
      o   have its own series designation,                                      on, or security interests in, various interests in
                                                                                commercial and multifamily real properties,
      o   consist of one or more classes with various payment
          characteristics,                                                  o   mortgage-backed securities that directly or
                                                                                indirectly evidence interests in, or are directly
      o   evidence beneficial ownership interests in a separate                 or indirectly secured by, those types of mortgage
          issuing entity that is a trust established by us, and                 loans, or

      o   be payable solely out of the related trust assets.                o   some combination of those types of mortgage loans
                                                                                and mortgage-backed securities.
The applicable prospectus supplement may provide that a
governmental agency or instrumentality will insure or guarantee       Trust assets may also include letters of credit, surety
payment on the offered certificates. Otherwise, payments on the       bonds, insurance policies, guarantees, reserve funds,
offered certificates will not be guaranteed or insured by             guaranteed investment contracts, interest rate exchange
anyone. Neither we nor any of our affiliates are responsible          agreements, interest rate cap, collar or floor agreements and
for making payments on the offered certificates if collections        currency exchange agreements.
on the related trust assets are insufficient.
- ------------------------------------------------------------------------------------------------------------------------------------


      In connection with each offering, we will prepare a supplement to this
prospectus in order to describe in more detail the particular certificates being
offered and the related trust assets. In that document, we will also state the
price to the public for each class of offered certificates or explain the method
for determining that price. In that document, we will also identify the
applicable lead or managing underwriter(s), if any, and provide information
regarding the relevant underwriting arrangements and the underwriters'
compensation. YOU MAY NOT PURCHASE THE OFFERED CERTIFICATES OF ANY SERIES UNLESS
YOU HAVE ALSO RECEIVED THE PROSPECTUS SUPPLEMENT FOR THAT SERIES. YOU SHOULD
CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 14 IN THIS PROSPECTUS, AS
WELL AS THOSE SET FORTH IN THE RELATED PROSPECTUS SUPPLEMENT, PRIOR TO
INVESTING.

- --------------------------------------------------------------------------------
      NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

                The date of this prospectus is February 12, 2007.




                                TABLE OF CONTENTS

IMPORTANT NOTICE ABOUT THE INFORMATION PRESENTED IN THIS PROSPECTUS......... III
AVAILABLE INFORMATION; INCORPORATION BY REFERENCE........................... III
SUMMARY OF PROSPECTUS.......................................................   1
RISK FACTORS................................................................  14
CAPITALIZED TERMS USED IN THIS PROSPECTUS...................................  38
DESCRIPTION OF THE TRUST ASSETS.............................................  39
YIELD AND MATURITY CONSIDERATIONS...........................................  69
GREENWICH CAPITAL COMMERCIAL FUNDING CORP...................................  76
THE SPONSOR.................................................................  77
DESCRIPTION OF THE CERTIFICATES.............................................  81
DESCRIPTION OF THE GOVERNING DOCUMENTS......................................  94
DESCRIPTION OF CREDIT SUPPORT............................................... 105
LEGAL ASPECTS OF MORTGAGE LOANS............................................. 108
FEDERAL INCOME TAX CONSEQUENCES............................................. 123
STATE AND OTHER TAX CONSEQUENCES............................................ 165
CERTAIN ERISA CONSIDERATIONS................................................ 166
LEGAL INVESTMENT............................................................ 170
USE OF PROCEEDS............................................................. 173
METHOD OF DISTRIBUTION...................................................... 173
LEGAL MATTERS............................................................... 174
RATING...................................................................... 174
GLOSSARY.................................................................... 175


                                       ii



       IMPORTANT NOTICE ABOUT THE INFORMATION PRESENTED IN THIS PROSPECTUS

      When deciding whether to invest in any of the offered certificates, you
should only rely on the information contained in this prospectus and the related
prospectus supplement. We have not authorized any dealer, salesman or other
person to give any information or to make any representation that is different.
In addition, information in this prospectus or any related prospectus supplement
is current only as of the date on its cover. By delivery of this prospectus and
any related prospectus supplement, we are not offering to sell any securities,
and are not soliciting an offer to buy any securities, in any state or other
jurisdiction where the offer and sale is not permitted.

                AVAILABLE INFORMATION; INCORPORATION BY REFERENCE

      We have filed with the SEC a registration statement under the Securities
Act of 1933, as amended, with respect to the certificates offered by this
prospectus. This prospectus forms a part of the registration statement. This
prospectus and the related prospectus supplement do not contain all of the
information with respect to an offering that is contained in the registration
statement. For further information regarding the documents referred to in this
prospectus and the related prospectus supplement, you should refer to the
registration statement and its exhibits. You can inspect the registration
statement, its exhibits and other filed materials (including annual reports on
Form 10-K, distribution reports on Form 10-D and current reports on Form 8-K),
and make copies of these documents at prescribed rates, at the public reference
facilities maintained by the SEC at its Public Reference Room, 100 F Street,
N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You
can also obtain copies of these materials electronically through the SEC's Web
site (http://www.sec.gov).

      In connection with each series of offered certificates, we will file or
arrange to have filed with the SEC with respect to the related trust any
periodic reports that are required under the Securities Exchange Act of 1934, as
amended. All documents and reports that are so filed for the related trust prior
to the termination of an offering of certificates are incorporated by reference
into, and should be considered a part of, this prospectus. Upon request, we will
provide without charge to each person receiving this prospectus in connection
with an offering, a copy of any or all documents or reports that are so
incorporated by reference. All requests should be directed to us in writing at
600 Steamboat Road, Greenwich, Connecticut 06830, attention: Paul D. Stevelman,
Esq., or by telephone at (203) 625-2700.


                                       iii



                      [THIS PAGE INTENTIONALLY LEFT BLANK]





                              SUMMARY OF PROSPECTUS

      This summary contains selected information from this prospectus. It does
not contain all of the information you need to consider in making your
investment decision. TO UNDERSTAND ALL OF THE TERMS OF A PARTICULAR OFFERING OF
CERTIFICATES, YOU SHOULD READ CAREFULLY THIS PROSPECTUS AND THE RELATED
PROSPECTUS SUPPLEMENT IN FULL.



WHO WE ARE................................   Our name is Greenwich Capital Commercial Funding Corp., the depositor with
                                             respect to each series of offered certificates. We are a limited purpose
                                             Delaware corporation. Our principal offices are located at 600 Steamboat
                                             Road, Greenwich, Connecticut 06830. Our main telephone number is (203)
                                             625-2700. We are an indirect wholly owned subsidiary of The Royal Bank of
                                             Scotland Group plc and an affiliate of Greenwich Capital Financial
                                             Products, Inc., a sponsor and one of the mortgage loan sellers, and of
                                             Greenwich Capital Markets, Inc., one of the underwriters. See "Greenwich
                                             Capital Commercial Funding Corp."

THE SPONSORS..............................   Unless we state otherwise in the related prospectus supplement, Greenwich
                                             Capital Financial Products, Inc., which is our affiliate, will be a sponsor
                                             with respect to each series of offered certificates. Greenwich Capital
                                             Financial Products, Inc. maintains an office at 600 Steamboat Road,
                                             Greenwich, Connecticut 06830, and its telephone number is (203) 625-2700.
                                             If and to the extent that there are other sponsors with respect to any
                                             series of offered certificates, we will identify each of those sponsors and
                                             include relevant information with respect thereto in the related prospectus
                                             supplement. See "The Sponsor."

THE SECURITIES BEING OFFERED..............   The securities that will be offered by this prospectus and the related
                                             prospectus supplements consist of mortgage pass-through certificates. These
                                             certificates will be issued in series, and each series will, in turn,
                                             consist of one or more classes. Each class of offered certificates must, at
                                             the time of issuance, be assigned an investment grade rating by at least
                                             one nationally recognized statistical rating organization. Typically, the
                                             four highest rating categories, within which there may be sub-categories or
                                             gradations to indicate relative standing, signify investment grade. See
                                             "Rating."

                                             Each series of offered certificates will evidence beneficial ownership
                                             interests in a separate issuing entity that is a trust



                                        1





                                             established by us and containing the assets described in this prospectus
                                             and the related prospectus supplement.

THE OFFERED CERTIFICATES MAY BE ISSUED
   WITH OTHER CERTIFICATES................   We may not publicly offer all the mortgage pass-through certificates
                                             evidencing interests in one of our trusts. We may elect to retain some of
                                             those certificates, to place some privately with institutional investors or
                                             to deliver some to the applicable seller as partial consideration for the
                                             related mortgage assets. In addition, some of those certificates may not
                                             satisfy the rating requirement for offered certificates described under
                                             "--The Securities Being Offered" above.

THE GOVERNING DOCUMENTS...................   In general, a pooling and servicing agreement or other similar agreement or
                                             collection of agreements will govern, among other things--

                                             o    the issuance of each series of offered certificates,

                                             o    the creation of and transfer of assets to the related trust, and

                                             o    the servicing and administration of those assets.

                                             The parties to the governing document(s) for a series of offered
                                             certificates will always include us and a trustee. We will be responsible
                                             for establishing the separate issuing entity that is a trust relating to
                                             each series of offered certificates. In addition, we will transfer or
                                             arrange for the transfer of the initial trust assets to that trust. In
                                             general, the trustee for a series of offered certificates will be
                                             responsible for, among other things, making payments and preparing and
                                             disseminating various reports to the holders of those offered certificates.

                                             If the trust assets for a series of offered certificates include mortgage
                                             loans, the parties to the governing document(s) will also include--

                                             o    one or more master servicers that will generally be responsible for
                                                  performing customary servicing duties with respect to those mortgage
                                                  loans that are not defaulted, nonperforming or otherwise problematic
                                                  in any material respect, and

                                             o    one or more special servicers that will generally be responsible for
                                                  servicing and administering those



                                        2





                                                  mortgage loans that are defaulted, nonperforming or otherwise
                                                  problematic in any material respect and real estate assets acquired as
                                                  part of the related trust with respect to defaulted mortgage loans.

                                             One or more primary servicers may also be a party to the governing
                                             document(s). The same person or entity, or affiliated entities, may act as
                                             both master servicer and special servicer for any of our trusts.

                                             If the trust assets for a series of offered certificates include
                                             mortgage-backed securities, the parties to the governing document(s) may
                                             also include a manager that will be responsible for performing various
                                             administrative duties with respect to those mortgage-backed securities. If
                                             the related trustee assumes those duties, however, there will be no
                                             manager.

                                             In the related prospectus supplement, we will identify the trustee and any
                                             master servicer, special servicer or manager for each series of offered
                                             certificates and will describe their respective duties in further detail.
                                             See "Description of the Governing Documents."

CHARACTERISTICS OF THE
   MORTGAGE ASSETS........................   The trust assets with respect to any series of offered certificates will,
                                             in general, include mortgage loans and/or interests in mortgage loans. Each
                                             of those mortgage loans will constitute the obligation of one or more
                                             persons to repay a debt. The performance of that obligation will be secured
                                             by a first or junior lien on, or security interest in, the ownership,
                                             leasehold or other interest(s) of the related borrower or another person in
                                             or with respect to one or more commercial or multifamily real properties.
                                             In particular, those properties may include:

                                             o    rental, cooperatively-owned, condominium or condominium conversion
                                                  buildings with multiple dwelling units;

                                             o    retail properties related to the sale of consumer goods and other
                                                  products, or related to providing entertainment, recreational or
                                                  personal services, to the general public;

                                             o    office buildings;

                                             o    hospitality properties;



                                        3





                                             o    casino properties;

                                             o    health care-related facilities;

                                             o    industrial facilities;

                                             o    warehouse facilities, mini-warehouse facilities and self-storage
                                                  facilities;

                                             o    restaurants, taverns and other establishments involved in the food and
                                                  beverage industry;

                                             o    manufactured housing communities, mobile home parks and recreational
                                                  vehicle parks;

                                             o    recreational and resort properties;

                                             o    arenas and stadiums;

                                             o    churches and other religious facilities;

                                             o    parking lots and garages;

                                             o    mixed use properties;

                                             o    other income-producing properties; and/or

                                             o    unimproved land.

                                             The mortgage loans underlying a series of offered certificates may have a
                                             variety of payment terms. For example, any of those mortgage loans--

                                             o    may provide for the accrual of interest at a mortgage interest rate
                                                  that is fixed over its term, that resets on one or more specified
                                                  dates or that otherwise adjusts from time to time;

                                             o    may provide for the accrual of interest at a mortgage interest rate
                                                  that may be converted at the borrower's election from an adjustable to
                                                  a fixed interest rate or from a fixed to an adjustable interest rate;

                                             o    may provide for no accrual of interest;

                                             o    may provide for level payments to stated maturity, for payments that
                                                  reset in amount on one or more specified dates or for payments that
                                                  otherwise adjust from time to time to accommodate changes in the
                                                  mortgage interest rate or to reflect the occurrence of specified
                                                  events;



                                        4





                                             o    may be fully amortizing or, alternatively, may be partially amortizing
                                                  or nonamortizing, with a substantial payment of principal due on its
                                                  stated maturity date;

                                             o    may permit the negative amortization or deferral of accrued interest;

                                             o    may prohibit some or all voluntary prepayments or require payment of a
                                                  premium, fee or charge in connection with those prepayments;

                                             o    may permit defeasance and the release of real property collateral in
                                                  connection with that defeasance;

                                             o    may provide for payments of principal, interest or both, on due dates
                                                  that occur monthly, bi-monthly, quarterly, semi-annually, annually or
                                                  at some other interval; and/or

                                             o    may have two or more component parts, each having characteristics that
                                                  are otherwise described in this prospectus as being attributable to
                                                  separate and distinct mortgage loans.

                                             Most, if not all, of the mortgage loans underlying a series of offered
                                             certificates will be secured by liens on real properties located in the
                                             United States, its territories and possessions. However, some of those
                                             mortgage loans may be secured by liens on real properties located outside
                                             the United States, its territories and possessions, provided that foreign
                                             mortgage loans do not represent more than 10% of the related mortgage asset
                                             pool, by balance.

                                             We do not originate mortgage loans. However, some or all of the mortgage
                                             loans included in one of our trusts may be originated by our affiliates.
                                             See "The Sponsor." We will identify in the related prospectus supplement
                                             any originator (other than any sponsor and/or its affiliates) that will be
                                             or is expected to be an originator of mortgage loans representing in excess
                                             of 10% of the related mortgage asset pool, by balance.

                                             Neither we nor any of our affiliates will guarantee or insure repayment of
                                             any of the mortgage loans underlying a series of offered certificates. If
                                             so specified in the related prospectus supplement, a governmental agency or
                                             instrumentality may guarantee or insure repayment of the



                                        5





                                             mortgage loans underlying a series of offered certificates. Otherwise,
                                             repayment of such mortgage loans will not be guaranteed by anyone. See
                                             "Description of the Trust Assets--Mortgage Loans."

                                             The trust assets with respect to any series of offered certificates may
                                             also include:

                                             o    mortgage pass-through certificates, collateralized mortgage
                                                  obligations or other mortgage-backed securities that are not
                                                  guaranteed or insured by the United States or any of its agencies or
                                                  instrumentalities; or

                                             o    certificates insured or guaranteed by Freddie Mac, Fannie Mae, Ginnie
                                                  Mae, Farmer Mac, or another federal or state governmental agency or
                                                  instrumentality;

                                             provided that, each mortgage-backed security will evidence an interest in,
                                             or will be secured by a pledge of, multifamily and/or commercial mortgage
                                             loans.

                                             We will not include a mortgage-backed security among the trust assets with
                                             respect to any series of offered certificates unless the mortgage-backed
                                             security has been registered under the Securities Act of 1933, as amended,
                                             or each of the following are true:

                                             o    neither the issuer of the mortgage-backed security nor any of its
                                                  affiliates has a direct or indirect agreement, arrangement,
                                                  relationship or understanding relating to the mortgage-backed security
                                                  and the related series of securities to be issued;

                                             o    neither the issuer of the mortgage-backed security nor any of its
                                                  affiliates is an affiliate of us, the sponsor, issuing entity or
                                                  underwriter of the related series of securities to be issued; and

                                             o    we would be free to publicly resell the mortgage-backed security
                                                  without registration.

                                             See "Description of the Trust Assets--Mortgage-Backed Securities."

                                             In addition to the asset classes described above in this "Characteristics
                                             of the Mortgage Assets" section, we may include in the trust with respect
                                             to any series of offered certificates other asset classes, provided that
                                             such other



                                        6





                                             asset classes in the aggregate will not exceed 10% by principal balance of
                                             the related asset pool.

                                             If 10% or more of the pool assets in the aggregate are or will be located
                                             in any one state, we will describe in the related prospectus supplement any
                                             economic or other factors specific to such state that may materially impact
                                             those pool assets or the cash flows from those pool assets.

                                             We will describe the specific characteristics of the mortgage assets
                                             underlying a series of offered certificates in the related prospectus
                                             supplement.

                                             In general, the total outstanding principal balance of the mortgage assets
                                             transferred by us to any particular trust will equal or exceed the initial
                                             total outstanding principal balance of the related series of certificates.
                                             In the event that the total outstanding principal balance of the related
                                             mortgage assets initially delivered by us to the related trustee is less
                                             than the initial total outstanding principal balance of any series of
                                             certificates, we may deposit or arrange for the deposit of cash or liquid
                                             investments on an interim basis with the related trustee to cover the
                                             shortfall. For 90 days following the date of initial issuance of that
                                             series of certificates, we will be entitled to obtain a release of the
                                             deposited cash or investments if we deliver or arrange for delivery of a
                                             corresponding amount of mortgage assets. If we fail, however, to deliver
                                             mortgage assets sufficient to make up the entire shortfall, any of the cash
                                             or, following liquidation, investments remaining on deposit with the
                                             related trustee will be used by the related trustee to pay down the total
                                             principal balance of the related series of certificates, as described in
                                             the related prospectus supplement.

SUBSTITUTION, ACQUISITION AND REMOVAL OF
   MORTGAGE ASSETS........................   If and to the extent described in the related prospectus supplement, we, a
                                             mortgage asset seller or another specified person or entity may make or
                                             assign to or for the benefit of one of our trusts, various representations
                                             and warranties, or may be obligated to deliver to one of our trusts various
                                             documents, in either case relating to some or all of the mortgage assets
                                             transferred to that trust. A material breach of one of those
                                             representations and warranties or a failure to deliver a material document
                                             (or the failure to deliver such document without material defect) may,
                                             under the circumstances described in the



                                        7





                                             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 assets(s) that satisfy the
                                             criteria specified in the related prospectus supplement.

                                             If so specified in the related prospectus supplement, we or another
                                             specified person or entity may be permitted, at our or its option, but
                                             subject to the conditions specified in that prospectus supplement, to
                                             acquire from the related trust particular mortgage assets underlying a
                                             series of certificates in exchange for:

                                             o    cash that would be applied to pay down the principal balances of
                                                  certificates of that series; and/or

                                             o    other mortgage loans or mortgage-backed securities that--

                                                  1.   conform to the description of mortgage assets in this prospectus,
                                                       and

                                                  2.   satisfy the criteria set forth in the related prospectus
                                                       supplement.

                                             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 loans
                                             or mortgage-backed securities that--

                                                  1.   conform to the description of mortgage assets in this prospectus,
                                                       and

                                                  2.   satisfy the criteria set forth in the related prospectus
                                                       supplement.

                                             If so specified in the related prospectus supplement, if any mortgage loan
                                             in the specified trust fund becomes delinquent as to any balloon payment or
                                             becomes a certain number of days delinquent as specified in the related
                                             prospectus supplement as to any other monthly debt service payment (in each
                                             case without giving effect to any applicable grace period) or becomes a
                                             specially serviced mortgage loan as a result of any non monetary event of
                                             default, then the related directing certificateholder, the special servicer
                                             or any other person specified in the related prospectus supplement may have
                                             the right, at its option, to purchase that underlying mortgage loan from
                                             the trust fund



                                        8





                                             at the price and on the terms described in the related prospectus
                                             supplement.

                                             No replacement of mortgage assets or acquisition of new mortgage assets
                                             will be permitted if it would result in a qualification, downgrade or
                                             withdrawal of the then-current rating assigned by any rating agency to any
                                             class of affected offered certificates.

                                             Further, if so specified under circumstances described in the related
                                             prospectus supplement, a certificateholder of a series of certificates that
                                             includes offered certificates may exchange the certificates it holds for
                                             one or more of the mortgage loans or mortgage-backed securities
                                             constituting part of the mortgage pool underlying those certificates.

                                             If a series of offered certificates involves a prefunding period, then we
                                             will indicate in the related prospectus supplement, among other things, (i)
                                             the term or duration of the prefunding period and the amount of proceeds to
                                             be deposited in the prefunding account and the percentage of the mortgage
                                             asset pool represented by those proceeds and (ii) any limitation on the
                                             ability to add pool assets.

CHARACTERISTICS OF
   THE OFFERED CERTIFICATES...............   An offered certificate may entitle the holder to receive:

                                             o    a stated principal amount;

                                             o    interest on a principal balance or notional amount, at a fixed,
                                                  variable or adjustable pass-through rate;

                                             o    specified, fixed or variable portions of the interest, principal or
                                                  other amounts received on the related mortgage assets;

                                             o    payments of principal, with disproportionate, nominal or no payments
                                                  of interest;

                                             o    payments of interest, with disproportionate, nominal or no payments of
                                                  principal;



                                        9





                                             o    payments of interest or principal that commence only as of a specified
                                                  date or only after the occurrence of specified events, such as the
                                                  payment in full of the interest and principal outstanding on one or
                                                  more other classes of certificates of the same series;

                                             o    payments of principal to be made, from time to time or for designated
                                                  periods, at a rate that is--

                                                  1.   faster and, in some cases, substantially faster, or

                                                  2.   slower and, in some cases, substantially slower,

                                             than the rate at which payments or other collections of principal are
                                             received on the related mortgage assets;

                                             o    payments of principal to be made, subject to available funds, based on
                                                  a specified principal payment schedule or other methodology; or

                                             o    payments of all or part of the prepayment or repayment premiums, fees
                                                  and charges, equity participations payments or other similar items
                                                  received on the related mortgage assets.

                                             Any class of offered certificates may be senior or subordinate to one or
                                             more other classes of certificates of the same series, including a
                                             non-offered class of certificates of that series, for purposes of some or
                                             all payments and/or allocations of losses.

                                             A class of offered certificates may have two or more component parts, each
                                             having characteristics that are otherwise described in this prospectus as
                                             being attributable to separate and distinct classes.

                                             We will describe the specific characteristics of each class of offered
                                             certificates in the related prospectus supplement including payment
                                             characteristics and authorized denominations. Among other things, in the
                                             related prospectus supplement, we will summarize the flow of funds, payment
                                             priorities and allocations among the respective classes of offered
                                             certificates of any particular series, the respective classes of
                                             non-offered certificates of that series and fees and expenses, to the
                                             extent necessary to understand the payment characteristics of those classes
                                             of offered certificates, and we will identify any events in the applicable
                                             governing document(s) that would alter the



                                       10





                                             transaction structure or flow of funds. See "Description of the
                                             Certificates."

CREDIT SUPPORT AND REINVESTMENT,
   INTEREST RATE AND CURRENCY
   RELATED PROTECTION FOR
   THE OFFERED CERTIFICATES...............   Some classes of offered certificates may be protected in full or in part
                                             against defaults and losses, or select types of defaults and losses, on the
                                             related mortgage assets through the subordination of one or more other
                                             classes of certificates of the same series or by other types of credit
                                             support. The other types of credit support may include a letter of credit,
                                             a surety bond, an insurance policy, a guarantee, or a reserve fund. We will
                                             describe the credit support, if any, for each class of offered certificates
                                             and, if applicable, we will identify the provider of that credit support,
                                             in the related prospectus supplement. The trust assets with respect to any
                                             series of offered certificates may also include any of the following
                                             agreements:

                                             o    guaranteed investment contracts in accordance with which moneys held
                                                  in the funds and accounts established with respect to those offered
                                                  certificates will be invested at a specified rate;

                                             o    interest rate exchange agreements, or interest rate cap, collar or
                                                  floor agreements; or

                                             o    currency exchange agreements.

                                             We will describe the types of reinvestment, interest rate and currency
                                             related protection, if any, for each class of offered certificates in the
                                             related prospectus supplement.

                                             See "Risk Factors," "Description of the Trust Assets" and "Description of
                                             Credit Support."

ADVANCES WITH RESPECT
   TO THE MORTGAGE ASSETS.................   If the trust assets for a series of offered certificates include mortgage
                                             loans, then, as and to the extent described in the related prospectus
                                             supplement, the related master servicer, the related special servicer, the
                                             related trustee, any related provider of credit support and/or any other
                                             specified person may be obligated to make, or may have the option of
                                             making, advances with respect to those mortgage loans to cover--



                                       11





                                             o    delinquent scheduled payments of principal and/or interest, other than
                                                  balloon payments,

                                             o    property protection expenses,

                                             o    other servicing expenses, or

                                             o    any other items specified in the related prospectus supplement.

                                             Any party making advances will be entitled to reimbursement from subsequent
                                             recoveries on the related mortgage loan and as otherwise described in this
                                             prospectus or the related prospectus supplement. That party may also be
                                             entitled to receive interest on its advances for a specified period. See
                                             "Description of the Certificates--Advances."

                                             If the trust assets for a series of offered certificates include
                                             mortgage-backed securities, we will describe in the related prospectus
                                             supplement any comparable advancing obligations with respect to those
                                             mortgage-backed securities or the underlying mortgage loans.

OPTIONAL TERMINATION......................   We will describe in the related prospectus supplement any circumstances in
                                             which a specified party is permitted or obligated to purchase or sell any
                                             of the mortgage assets underlying a series of offered certificates. If any
                                             class of certificates has an optional termination feature that may be
                                             exercised when 25% or more of the original principal balance of the
                                             mortgage assets in the related trust fund is still outstanding, the title
                                             of such class of certificates will include the word "callable." In
                                             particular, a master servicer, special servicer or other designated party
                                             may be permitted or obligated to purchase or sell--

                                             o    all the mortgage assets in any particular trust, thereby resulting in
                                                  a termination of the trust, or

                                             o    that portion of the mortgage assets in any particular trust as is
                                                  necessary or sufficient to retire one or more classes of offered
                                                  certificates of the related series.

                                             See "Description of the Certificates--Termination" in this prospectus.

FEDERAL INCOME TAX
   CONSEQUENCES...........................   Any class of offered certificates will constitute or evidence ownership of:



                                       12





                                             o    regular interests or residual interests in a real estate mortgage
                                                  investment conduit under Sections 860A through 860G of the Internal
                                                  Revenue Code; or

                                             o    interests in a grantor trust under Subpart E of Part I of Subchapter J
                                                  of the Internal Revenue Code.

                                             See  "Federal Income Tax Consequences."

CERTAIN ERISA
   CONSIDERATIONS.........................   If you are a fiduciary of an employee benefit plan or other retirement plan
                                             or arrangement, you should review with your legal advisor whether the
                                             purchase or holding of offered certificates could give rise to a
                                             transaction that is prohibited or is not otherwise permissible under
                                             applicable law. See "Certain ERISA Considerations."

LEGAL INVESTMENT..........................   If your investment authority is subject to legal restrictions, you should
                                             consult your legal advisor to determine whether and to what extent the
                                             offered certificates constitute a legal investment for you. We will specify
                                             in the related prospectus supplement which classes of the offered
                                             certificates, if any, will constitute mortgage related securities for
                                             purposes of the Secondary Mortgage Market Enhancement Act of 1984, as
                                             amended. See "Legal Investment."



                                       13



                                  RISK FACTORS

      You should consider the following factors, as well as the factors set
forth under "Risk Factors" in the related prospectus supplement, in deciding
whether to purchase offered certificates.

LACK OF LIQUIDITY WILL IMPAIR YOUR ABILITY TO SELL YOUR OFFERED CERTIFICATES AND
MAY HAVE AN ADVERSE EFFECT ON THE MARKET VALUE OF YOUR OFFERED CERTIFICATES

      The offered certificates may have limited or no liquidity. We cannot
assure you that a secondary market for your offered certificates will develop.
There will be no obligation on the part of anyone to establish a secondary
market. Even if a secondary market does develop for your offered certificates,
it may provide you with less liquidity than you anticipated and it may not
continue for the life of your offered certificates.

      We will describe in the related prospectus supplement the information that
will be available to you with respect to your offered certificates. The limited
nature of the information may adversely affect the liquidity of your offered
certificates.

      We do not currently intend to list the offered certificates on any
national securities exchange or the NASDAQ stock market.

      Lack of liquidity will impair your ability to sell your offered
certificates and may prevent you from doing so at a time when you may want or
need to. Lack of liquidity could adversely affect the market value of your
offered certificates. We do not expect that you will have any redemption rights
with respect to your offered certificates.

      If you decide to sell your offered certificates, you may have to sell them
at a discount from the price you paid for reasons unrelated to the performance
of your offered certificates or the related mortgage assets. Pricing information
regarding your offered certificates may not be generally available on an ongoing
basis.

THE MARKET VALUE OF YOUR OFFERED CERTIFICATES MAY BE ADVERSELY AFFECTED BY
FACTORS UNRELATED TO THE PERFORMANCE OF YOUR OFFERED CERTIFICATES AND THE
UNDERLYING MORTGAGE ASSETS, SUCH AS FLUCTUATIONS IN INTEREST RATES AND THE
SUPPLY AND DEMAND OF CMBS GENERALLY

      The market value of your offered certificates can decline even if those
certificates and the underlying mortgage assets are performing at or above your
expectations.

      The market value of your offered certificates will be sensitive to
fluctuations in current interest rates. However, a change in the market value of
your offered certificates as a result of an upward or downward movement in
current interest rates may not equal the change in the market value of your
offered certificates as a result of an equal but opposite movement in interest
rates.

      The market value of your offered certificates will also be influenced by
the supply of and demand for commercial mortgage-backed securities generally.
The supply of commercial mortgage-backed securities will depend on, among other
things, the amount of commercial and


                                       14



multifamily mortgage loans, whether newly originated or held in portfolio, that
are available for securitization. A number of factors will affect investors'
demand for commercial mortgage-backed securities, including--

      o     the availability of alternative investments that offer higher yields
            or are perceived as being a better credit risk, having a less
            volatile market value or being more liquid,

      o     legal and other restrictions that prohibit a particular entity from
            investing in commercial mortgage-backed securities or limit the
            amount or types of commercial mortgage-backed securities that it may
            acquire,

      o     investors' perceptions regarding the commercial and multifamily real
            estate markets, which may be adversely affected by, among other
            things, a decline in real estate values or an increase in defaults
            and foreclosures on mortgage loans secured by income-producing
            properties, and

      o     investors' perceptions regarding the capital markets in general,
            which may be adversely affected by political, social and economic
            events completely unrelated to the commercial and multifamily real
            estate markets.

      If you decide to sell your offered certificates, you may have to sell at
discount from the price you paid for reasons unrelated to the performance of
your offered certificates or the related mortgage assets. Pricing information
regarding your offered certificates may not be generally available on an ongoing
basis.

PAYMENTS ON THE OFFERED CERTIFICATES WILL BE MADE SOLELY FROM THE LIMITED ASSETS
OF THE RELATED TRUST, AND THOSE ASSETS MAY BE INSUFFICIENT TO MAKE ALL REQUIRED
PAYMENTS ON THOSE CERTIFICATES

      The offered certificates do not represent obligations of any person or
entity and do not represent a claim against any assets other than those of the
related trust. No governmental agency or instrumentality will guarantee or
insure payment on the offered certificates. In addition, neither we nor our
affiliates are responsible for making payments on the offered certificates if
collections on the related trust assets are insufficient. If the related trust
assets are insufficient to make payments on your offered certificates, no other
assets will be available to you for payment of the deficiency, and you will bear
the resulting loss. Any advances made by a master servicer or other party with
respect to the mortgage assets underlying your offered certificates are intended
solely to provide liquidity and not credit support. The party making those
advances will have a right to reimbursement, probably with interest, which is
senior to your right to receive payment on your offered certificates.

ANY CREDIT SUPPORT FOR YOUR OFFERED CERTIFICATES MAY BE INSUFFICIENT TO PROTECT
YOU AGAINST ALL POTENTIAL LOSSES

      Certain Classes of the Offered Certificates Are Subordinate to, and Are
Therefore Riskier than, One or More Other Classes of Certificates of the Same
Series. If you purchase any offered certificates that are subordinate to one or
more other classes of offered certificates of the same series, then your offered
certificates will provide credit support to such other classes of certificates
of the same series that are senior to your offered certificates. As a result,
you will


                                       15



receive payments after, and must bear the effects of losses on the trust assets
before, the holders of those other classes of certificates of the same series
that are senior to your offered certificates.

      When making an investment decision, you should consider, among other
things--

      o     the payment priorities of the respective classes of the certificates
            of the same series,

      o     the order in which the principal balances of the respective classes
            of the certificates of the same series with balances will be reduced
            in connection with losses and default-related shortfalls, and

      o     the characteristics and quality of the mortgage loans in the related
            trust.

      The Amount of Credit Support Will Be Limited. The rating agencies that
assign ratings to your offered certificates will establish the amount of credit
support, if any, for your offered certificates based on, among other things, an
assumed level of defaults, delinquencies and losses with respect to the related
mortgage assets. Actual losses may, however, exceed the assumed levels. See
"Description of the Certificates--Allocation of Losses and Shortfalls" and
"Description of Credit Support." If actual losses on the related mortgage assets
exceed the assumed levels, you may be required to bear the additional losses.

      Credit Support May Not Cover All Types of Losses. The credit support, if
any, for your offered certificates may not cover all of your potential losses.
For example, some forms of credit support may not cover or may provide limited
protection against losses that you may suffer by reason of fraud or negligence
or as a result of uninsured casualties at the real properties securing the
underlying mortgage loans. You may be required to bear any losses which are not
covered by the credit support.

      Disproportionate Benefits May Be Given to Some Classes and Series to the
Detriment of Others. If a form of credit support covers multiple classes or
series and losses exceed the amount of that credit support, it is possible that
the holders of offered certificates of another series or class will be
disproportionately benefited by that credit support to your detriment.

THE INVESTMENT PERFORMANCE OF YOUR OFFERED CERTIFICATES WILL DEPEND UPON
PAYMENTS, DEFAULTS AND LOSSES ON THE UNDERLYING MORTGAGE LOANS; AND THOSE
PAYMENTS, DEFAULTS AND LOSSES MAY BE HIGHLY UNPREDICTABLE

      The Terms of the Underlying Mortgage Loans Will Affect Payments on Your
Offered Certificates. Each of the mortgage loans underlying the offered
certificates will specify the terms on which the related borrower must repay the
outstanding principal amount of the loan. The rate, timing and amount of
scheduled payments of principal may vary, and may vary significantly, from
mortgage loan to mortgage loan. The rate at which the underlying mortgage loans
amortize will directly affect the rate at which the principal balance or
notional amount of your offered certificates is paid down or otherwise reduced.

      In addition, any mortgage loan underlying the offered certificates may
permit the related borrower during some or all of the loan term to prepay the
loan. In general, a borrower will be more likely to prepay its mortgage loan
when it has an economic incentive to do so, such as obtaining a larger loan on
the same underlying real property or a lower or otherwise more advantageous
interest rate through refinancing. If a mortgage loan includes some form of


                                       16



prepayment restriction, the likelihood of prepayment should decline. These
restrictions may include--

      o     an absolute or partial prohibition against voluntary prepayments
            during some or all of the loan term, or

      o     a requirement that voluntary prepayments be accompanied by some form
            of prepayment premium, fee or charge during some or all of the loan
            term.

In many cases, however, there will be no restriction associated with the
application of insurance proceeds or condemnation proceeds as a prepayment of
principal.

      The Terms of the Underlying Mortgage Loans Do Not Provide Absolute
Certainty as Regards the Rate, Timing and Amount of Payments on Your Offered
Certificates. Notwithstanding the terms of the mortgage loans backing your
offered certificates, the amount, rate and timing of payments and other
collections on those mortgage loans will, to some degree, be unpredictable
because of borrower defaults and because of casualties and condemnations with
respect to the underlying real properties.

      The investment performance of your offered certificates may vary
materially and adversely from your expectations due to--

      o     the rate of prepayments and other unscheduled collections of
            principal on the underlying mortgage loans being faster or slower
            than you anticipated, or

      o     the rate of defaults on the underlying mortgage loans being faster,
            or the severity of losses on the underlying mortgage loans being
            greater, than you anticipated.

      The actual yield to you, as a holder of an offered certificate, may not
equal the yield you anticipated at the time of your purchase, and the total
return on investment that you expected may not be realized. In deciding whether
to purchase any offered certificates, you should make an independent decision as
to the appropriate prepayment, default and loss assumptions to be used. If the
trust assets underlying your offered certificates include mortgage-backed
securities, the terms of those securities may soften or enhance the effects to
you that may result from prepayments, defaults and losses on the mortgage loans
that ultimately back those securities.

      Prepayments on the Underlying Mortgage Loans Will Affect the Average Life
of Your Offered Certificates; and the Rate and Timing of Those Prepayments May
Be Highly Unpredictable. Payments of principal and/or interest on your offered
certificates will depend upon, among other things, the rate and timing of
payments on the related mortgage assets. Prepayments on the underlying mortgage
loans may result in a faster rate of principal payments on your offered
certificates, thereby resulting in a shorter average life for your offered
certificates than if those prepayments had not occurred. The rate and timing of
principal prepayments on pools of mortgage loans varies among pools and is
influenced by a variety of economic, demographic, geographic, social, tax and
legal factors. Accordingly, neither you nor we can predict the rate and timing
of principal prepayments on the mortgage loans underlying your offered
certificates. As a result, repayment of your offered certificates could occur
significantly earlier or later, and the average life of your offered
certificates could be significantly shorter or longer, than you expected.


                                       17



      The extent to which prepayments on the underlying mortgage loans
ultimately affect the average life of your offered certificates depends on the
terms and provisions of your offered certificates. A class of offered
certificates may entitle the holders to a pro rata share of any prepayments on
the underlying mortgage loans, to all or a disproportionately large share of
those prepayments, or to none or a disproportionately small share of those
prepayments. If you are entitled to a disproportionately large share of any
prepayments on the underlying mortgage loans, your offered certificates may be
retired at an earlier date. If, however, you are only entitled to a small share
of the prepayments on the underlying mortgage loans, the average life of your
offered certificates may be extended. Your entitlement to receive payments,
including prepayments, of principal of the underlying mortgage loans may--

      o     vary based on the occurrence of specified events, such as the
            retirement of one or more other classes of certificates of the same
            series, or

      o     be subject to various contingencies, such as prepayment and default
            rates with respect to the underlying mortgage loans.

      We will describe the terms and provisions of your offered certificates
more fully in the related prospectus supplement.

      Prepayments on the Underlying Mortgage Loans Will Affect the Yield on Your
Offered Certificates; and the Rate and Timing of Those Prepayments May Be Highly
Unpredictable. If you purchase your offered certificates at a discount or
premium, the yield on your offered certificates will be sensitive to prepayments
on the underlying mortgage loans. If you purchase your offered certificates at a
discount, you should consider the risk that a slower than anticipated rate of
principal payments on the underlying mortgage loans could result in your actual
yield being lower than your anticipated yield. Alternatively, if you purchase
your offered certificates at a premium, you should consider the risk that a
faster than anticipated rate of principal payments on the underlying mortgage
loans could result in your actual yield being lower than your anticipated yield.
The potential effect that prepayments may have on the yield of your offered
certificates will increase as the discount deepens or the premium increases. If
the amount of interest payable on your offered certificates is
disproportionately large, as compared to the amount of principal payable on your
offered certificates, you may fail to recover your original investment under
some prepayment scenarios. The rate and timing of principal prepayments on pools
of mortgage loans varies among pools and is influenced by a variety of economic,
demographic, geographic, social, tax and legal factors. Accordingly, neither you
nor we can predict the rate and timing of principal prepayments on the mortgage
loans underlying your offered certificates.

      Delinquencies, Defaults and Losses on the Underlying Mortgage Loans May
Affect the Amount and Timing of Payments on Your Offered Certificates; and the
Rate and Timing of Those Delinquencies and Defaults, and the Severity of Those
Losses, are Highly Unpredictable. The rate and timing of delinquencies and
defaults, and the severity of losses, on the underlying mortgage loans will
impact the amount and timing of payments on a series of offered certificates to
the extent that their effects are not offset by delinquency advances or some
form of credit support.

      Unless otherwise covered by delinquency advances or some form of credit
support, defaults on the underlying mortgage loans may delay payments on a
series of offered certificates while


                                       18



the defaulted mortgage loans are worked-out or liquidated. However, liquidations
of defaulted mortgage loans prior to maturity could affect the yield and average
life of an offered certificate in a manner similar to a voluntary prepayment.
Additionally, the right of the master servicer or special servicer, as
applicable, to receive interest on delinquency advances or special servicing
compensation is senior to the rights of certificateholders to receive
distributions on the offered certificates. Thus, the payment of interest on
delinquency advances and the payment of special servicing compensation may lead
to shortfalls in amounts otherwise distributable on your offered certificates.

      If you calculate your anticipated yield to maturity based on an assumed
rate of default and amount of losses on the underlying mortgage loans that is
lower than the default rate and amount of losses actually experienced, then, to
the extent that you are required to bear the additional losses, your actual
yield to maturity will be lower than you calculated and could, under some
scenarios, be negative. Furthermore, the timing of losses on the underlying
mortgage loans can affect your yield. In general, the earlier you bear any loss
on an underlying mortgage loan, the greater the negative effect on your yield.

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

      If losses on the mortgage loan exceed the aggregate certificate balance of
the classes of certificates subordinated to a particular class, that class will
suffer a loss equal to the full amount of the excess (up to the outstanding
certificate balance of that class).

      See "--Repayment of a Commercial or Multifamily Mortgage Loan Depends on
the Performance and Value of the Underlying Real Property, Which May Decline
Over Time, and the Related Borrower's Ability to Refinance the Property, of
Which There Is No Assurance" below.

      There is an Increased Risk of Default Associated with Balloon Payments.
Any of the mortgage loans underlying your offered certificates may be
nonamortizing or only partially amortizing, which involve greater risk than
fully amortizing loans. In addition, fully amortizing mortgage loans which may
pay interest on an "actual/360" basis but have fixed monthly payments that were
calculated based on a 30/360 schedule may have a small principal payment due at
maturity. The borrower under a mortgage loan of that type is required to make
substantial payments of principal and interest, which are commonly called
balloon payments, on the maturity date of the loan. The ability of the borrower
to make a balloon payment depends upon the borrower's ability to refinance or
sell the real property securing the loan. The ability of the borrower to
refinance or sell the property will be affected by a number of factors,
including:

      o     the fair market value and condition of the underlying real property;

      o     the level of interest rates;


                                       19



      o     the borrower's equity in the underlying real property;

      o     the borrower's financial condition;

      o     the operating history and occupancy level of the underlying real
            property;

      o     changes in zoning and tax laws;

      o     changes in competition in the relevant area;

      o     changes in rental rates in the relevant area;

      o     reductions in government assistance/rent subsidy programs;

      o     changes in governmental regulation and fiscal policy;

      o     prevailing general and regional economic conditions;

      o     the state of the fixed income and mortgage markets;

      o     the existence of any subordinate or mezzanine debt related to the
            property; and

      o     the availability of credit for multifamily rental or commercial
            properties.

      See "--Repayment of a Commercial or Multifamily Mortgage Loan Depends on
the Performance and Value of the Underlying Real Property, Which May Decline
Over Time, and the Related Borrower's Ability to Refinance the Property, of
Which There Is No Assurance" below.

      Neither we nor any of our affiliates will be obligated to refinance any
mortgage loan underlying your offered certificates.

      The related master servicer or special servicer may, within prescribed
limits, extend and modify mortgage loans underlying your offered certificates
that are in default or as to which a payment default is imminent in order to
maximize recoveries on the defaulted loans. The related master servicer or
special servicer is only required to determine that any extension or
modification is reasonably likely to produce a greater recovery than a
liquidation of the real property securing the defaulted loan. There is a risk
that the decision of the master servicer or special servicer to extend or modify
a mortgage loan may not in fact produce a greater recovery.

REPAYMENT OF A COMMERCIAL OR MULTIFAMILY MORTGAGE LOAN DEPENDS ON THE
PERFORMANCE AND VALUE OF THE UNDERLYING REAL PROPERTY, WHICH MAY DECLINE OVER
TIME, AND THE RELATED BORROWER'S ABILITY TO REFINANCE THE PROPERTY, OF WHICH
THERE IS NO ASSURANCE

      Most of the Mortgage Loans Underlying Your Offered Certificates Will Be
Nonrecourse. You should consider all of the mortgage loans underlying your
offered certificates to be nonrecourse loans. This means that, in the event of a
default, recourse will be limited to the related real property or properties
securing the defaulted mortgage loan. In those cases where recourse to a
borrower or guarantor is permitted by the loan documents, we generally will not
undertake any evaluation of the financial condition of that borrower or
guarantor. Consequently, full and timely payment on each mortgage loan
underlying your offered certificates will depend on one or more of the
following:

      o     the sufficiency of the net operating income of the applicable real
            property;


                                       20



      o     the market value of the applicable real property at or prior to
            maturity; and

      o     the ability of the related borrower to refinance or sell the
            applicable real property.

      In general, the value of a multifamily or commercial property will depend
on its ability to generate net operating income. The ability of an owner to
finance a multifamily or commercial property will depend, in large part, on the
property's value and ability to generate net operating income.

      The related prospectus supplement may specify that the mortgage loans
underlying your offered certificates will be insured or guaranteed by a
governmental entity or private mortgage insurer. Otherwise, such mortgage loans
will not be insured or guaranteed by anyone.

      The risks associated with lending on multifamily and commercial properties
are inherently different from those associated with lending on the security of
one-to-four family properties. This is because multifamily rental and commercial
real estate lending involves larger loans to a single borrower or groups of
related borrowers and, as described above, repayment is dependent upon the
successful operation and value of the related real estate project. Net operating
income on a multifamily or commercial real estate property can be volatile and
may be insufficient to cover debt services on the loan at any given time.

      Many Risk Factors are Common to Most or All Multifamily and Commercial
Properties. The following factors, among others, will affect the ability of a
multifamily or commercial property to generate net operating income and,
accordingly, its value:

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

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

      o     the characteristics of the neighborhood where the property is
            located;

      o     the proximity and attractiveness of competing properties;

      o     the existence and construction of competing properties;

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

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

      o     local real estate conditions, including an increase in or oversupply
            of comparable commercial or residential space;

      o     demographic factors;

      o     customer tastes and preferences;

      o     retroactive changes in building codes;

      o     changes in governmental rules, regulations and fiscal policies,
            including environmental legislation;

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


                                       21



      o     the diversity of tenants and their industries;

      o     consumer confidence;

      o     changes or continued weakness in specific industry segments; and

      o     public perception of safety for customers and clients.

      Particular factors that may adversely affect the ability of a multifamily
or commercial property to generate net operating income include:

      o     an increase in interest rates, real estate taxes and other operating
            expenses;

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

      o     a decline in the financial condition of a major tenant and, in
            particular, a sole tenant or anchor tenant;

      o     an increase in vacancy rates;

      o     a decline in rental rates as leases are renewed or replaced; and

      o     natural disasters and civil disturbances such as earthquakes,
            hurricanes, floods, eruptions or riots.

            The volatility of net operating income generated by a multifamily or
commercial property over time will be influenced by many of the foregoing
factors, as well as by:

      o     the length of tenant leases;

      o     the creditworthiness of tenants;

      o     the rental rates at which leases are renewed or replaced;

      o     the percentage of total property expenses in relation to revenue;

      o     the ratio of fixed operating expenses to those that vary with
            revenues; and

      o     the level of capital expenditures required to maintain the property
            and to maintain or replace tenants.

Therefore, commercial and multifamily properties with short-term or less
creditworthy sources of revenue and/or relatively high operating costs, such as
those operated as hospitality and self-storage properties, can be expected to
have more volatile cash flows than commercial and multifamily properties with
medium- to long-term leases from creditworthy tenants and/or relatively low
operating costs. A decline in the real estate market will tend to have a more
immediate effect on the net operating income of commercial and multifamily
properties with short-term revenue sources and may lead to higher rates of
delinquency or defaults on the mortgage loans secured by those properties.

      The Successful Operation of a Multifamily or Commercial Property Depends
on Tenants. Generally, multifamily and commercial properties are subject to
leases. The owner of a multifamily or commercial property typically uses lease
or rental payments for the following purposes:


                                       22



      o     to pay for maintenance and other operating expenses associated with
            the property;

      o     to fund repairs, replacements and capital improvements at the
            property; and

      o     to service mortgage loans secured by, and any other debt obligations
            associated with operating, the property.

      Factors that may adversely affect the ability of a multifamily or
commercial property to generate net operating income from lease and rental
payments include:

      o     an increase in vacancy rates, which may result from tenants deciding
            not to renew an existing lease or discontinuing operations;

      o     an increase in tenant payment defaults;

      o     a decline in rental rates as leases are entered into, renewed or
            extended at lower rates;

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

      o     a decline in the financial condition of a major or sole tenant.

      Various factors that will affect the operation and value of a commercial
property include:

      o     the business operated by the tenants;

      o     the creditworthiness of the tenants; and

      o     the number of tenants.

      Dependence on a Single Tenant or a Small Number of Tenants Makes a
Property Riskier Collateral. In those cases where an income-producing property
is leased to a single tenant or is primarily leased to one or a small number of
major tenants, a deterioration in the financial condition or a change in the
plan of operations of any of those tenants can have particularly significant
effects on the net operating income generated by the property. If any of those
tenants defaults under or fails to renew its lease there would likely be an
interruption of rental payments or of cash flow and the resulting adverse
financial effect on the operation of the property will be substantially more
severe than would be the case with respect to a property occupied by a large
number of less significant tenants. 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.

      An income-producing property operated for retail, office or industrial
purposes also may be adversely affected by a decline in a particular business or
industry if a concentration of tenants at the property is engaged in that
business or industry. Similarly, concentrations of particular tenants among the
mortgaged properties increase the possibility that financial problems with such
tenants could affect the mortgage loans.


                                       23



      Tenant Bankruptcy Adversely Affects Property Performance. The bankruptcy
or insolvency of a major tenant (such as an anchor tenant), or a number of
smaller tenants, at a commercial property may adversely affect the income
produced by the property. Under the U.S. Bankruptcy Code, a tenant has the
option of assuming or rejecting any unexpired lease. If the tenant rejects the
lease, the landlord's claim for breach of the lease would be a general unsecured
claim against the tenant unless there is collateral securing the claim. The
claim would be limited to:

      o     the unpaid rent reserved under the lease for the periods prior to
            the bankruptcy petition or any earlier surrender of the leased
            premises, plus

      o     an amount, not to exceed three years' rent, equal to the greater of
            one year's rent and 15% of the remaining reserved rent.

      The Success of an Income-Producing Property Depends on Reletting Vacant
Spaces. The operations at an income-producing property will be adversely
affected if the owner or property manager is unable to renew leases or relet
space on comparable terms when existing leases expire and/or become defaulted.
Even if vacated space is successfully relet, the costs associated with
reletting, including tenant improvements and leasing commissions in the case of
income-producing properties operated for retail, office or industrial purposes,
can be substantial and could reduce cash flow from the income-producing
properties. Moreover, if a tenant at a income-producing property defaults in its
lease obligations, the landlord may incur substantial costs and experience
significant delays associated with enforcing its rights and protecting its
investment, including costs incurred in renovating and reletting the property.

      If an income-producing property has multiple tenants, re-leasing
expenditures may be more frequent than in the case of a property with fewer
tenants, thereby reducing the cash flow generated by the multi-tenanted
property. Multi-tenanted properties may also experience higher continuing
vacancy rates and greater volatility in rental income and expenses.

      Property Value May Be Adversely Affected Even When Current Operating
Income Is Not. Various factors may affect the value of multifamily and
commercial properties without affecting their current net operating income,
including:

      o     changes in interest rates;

      o     the availability of refinancing sources;

      o     changes in governmental regulations, licensing or fiscal policy;

      o     changes in zoning or tax laws; and

      o     potential environmental or other legal liabilities.

      Property Management May Affect Property Operations and Value. The
operation of an income-producing property will depend upon the property
manager's performance and viability. The property manager generally is
responsible for:

      o     responding to changes in the local market;

      o     planning and implementing the rental structure, including staggering
            durations of leases and establishing levels of rent payments;

      o     operating the property and providing building services;


                                       24



      o     managing operating expenses; and

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

      Income-producing properties that derive revenues primarily from short-term
rental commitments, such as hospitality or self-storage properties, generally
require more intensive management than properties leased to tenants under
long-term leases.

      By controlling costs, providing appropriate and efficient services to
tenants and maintaining improvements in good condition, a property manager can--

      o     maintain or improve occupancy rates, business and cash flow,

      o     reduce operating and repair costs, and

      o     preserve building value.

On the other hand, management errors can, in some cases, impair the long term
viability of an income-producing property. Additionally, in the case of some of
the mortgage loans underlying the offered certificates, the related managers and
borrowers may experience conflicts of interest in the management of the related
real properties as a result of, among other things, affiliations between the
borrower and the manager or the ownership or management of other real properties
by the borrower or manager.

      Maintaining a Property in Good Condition is Expensive. The owner may be
required to expend a substantial amount to maintain, renovate or refurbish a
commercial or multifamily property. Failure to do so may materially impair the
property's ability to generate cash flow. The effects of poor construction
quality will increase over time in the form of increased maintenance and capital
improvements. Even superior construction will deteriorate over time if
management does not schedule and perform adequate maintenance in a timely
fashion. There can be no assurance that an income-producing property will
generate sufficient cash flow to cover the increased costs of maintenance and
capital improvements in addition to paying debt service on the mortgage loan(s)
that may encumber that property.

      Competition Will Adversely Affect the Profitability and Value of an
Income-Producing Property. Some income-producing properties are located in
highly competitive areas. Comparable income-producing properties located in the
same area compete on the basis of a number of factors including:

      o     rental rates;

      o     location;

      o     type of business or services and amenities offered; and

      o     nature and condition of the particular property.

      The profitability and value of an income-producing property may be
adversely affected by a comparable property that:

      o     offers lower rents,

      o     has lower operating costs,


                                       25



      o     offers a more favorable location, or

      o     offers better facilities.

      Costs of renovating, refurbishing or expanding an income-producing
property in order to remain competitive can be substantial.

      Various Types of Income-Producing Properties May Present Special Risks.
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. In
addition, the type and use of a particular income-producing property may present
special risks. For example--

      o     Health care-related facilities and casinos are subject to
            significant governmental regulation of the ownership, operation,
            maintenance and/or financing of those properties.

      o     Multifamily rental properties, manufactured housing communities and
            mobile home parks may be subject to rent control or rent
            stabilization laws and laws governing landlord/tenant relationships.

      o     Hospitality and restaurant properties are often operated under
            franchise, management or operating agreements, which may be
            terminable by the franchisor or operator. Moreover, the
            transferability of a hotel's or restaurant's operating, liquor and
            other licenses upon a transfer of the hotel or restaurant is subject
            to local law requirements.

      o     Depending on their location, recreational and resort properties,
            properties that provide entertainment services, hospitality
            properties, restaurants and taverns, mini-warehouses and
            self-storage facilities tend to be adversely affected more quickly
            by a general economic downturn than other types of commercial
            properties.

      o     Marinas will be affected by various statutes and government
            regulations that govern the use of, and construction on, rivers,
            lakes and other waterways.

      o     Some recreational and hospitality properties may have seasonal
            fluctuations and/or may be adversely affected by prolonged
            unfavorable weather conditions.

      o     Churches and other religious facilities may be highly dependent on
            donations which are likely to decline as economic conditions
            decline.

      o     Properties used as gas stations, automotive sales and service
            centers, dry cleaners, warehouses and industrial facilities may be
            more likely to have environmental issues.

      Additionally, many types of commercial properties are not readily
convertible to alternative uses if the original use is not successful or may
require significant capital expenditures to effect any conversion to an
alternative use. As a result, the liquidation value of any of those types of
property would be substantially less than would otherwise be the case. See
"Description of the Trust Assets--Mortgage Loans--A Discussion of the Various
Types of Multifamily and Commercial Properties that May Secure Mortgage Loans
Underlying a Series of Offered Certificates."


                                       26



BORROWER CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF
DEFAULT AND LOSS

      A particular borrower or group of related borrowers may be associated with
multiple real properties securing the mortgage loans underlying a series of
offered certificates. The bankruptcy or insolvency of, or other financial
problems with respect to, that borrower or group of borrowers could have an
adverse effect on--

      o     the operation of all of the related real properties, and

      o     the ability of those properties to produce sufficient cash flow to
            make required payments on the related mortgage loans.

For example, if a borrower or group of related borrowers that owns or controls
several real properties experiences financial difficulty at one of those
properties, it could defer maintenance at another of those properties in order
to satisfy current expenses with respect to the first property. That borrower or
group of related borrowers could also attempt to avert foreclosure by filing a
bankruptcy petition that might have the effect of interrupting debt service
payments on all the related mortgage loans for an indefinite period. In
addition, multiple real properties owned by the same borrower or related
borrowers are likely to have common management. This would increase the risk
that financial or other difficulties experienced by the property manager could
have a greater impact on the owner of the related loans.

LOAN CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF DEFAULT
AND LOSS

      Any of the mortgage assets in one of our trusts may be substantially
larger than the other assets in that trust. In general, the inclusion in a trust
of one or more mortgage assets that have outstanding principal balances that are
substantially larger than the other mortgage assets in the trust can result in
losses that are more severe, relative to the size of the related mortgage asset
pool, than would be the case if the total principal balance of that pool were
distributed more evenly.

GEOGRAPHIC CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF
DEFAULT AND LOSS

      If a material concentration of mortgage loans underlying a series of
offered certificates is secured by real properties in a particular locale, state
or region, then the holders of those certificates will have a greater exposure
to:

      o     any adverse economic developments that occur in the locale, state or
            region where the properties are located;

      o     changes in the real estate market where the properties are located;

      o     changes in governmental rules and fiscal policies in the
            governmental jurisdiction where the properties are located; and

      o     acts of nature, including floods, tornadoes and earthquakes, in the
            areas where properties are located.


                                       27



CHANGES IN POOL COMPOSITION WILL CHANGE THE NATURE OF YOUR INVESTMENT

      The mortgage loans underlying any series of offered certificates will
amortize at different rates and mature on different dates. In addition, some of
those mortgage loans may be prepaid or liquidated. As a result, the relative
composition of the related mortgage asset pool will change over time.

      If you purchase certificates with a pass-through rate that is equal to or
calculated based upon a weighted average of interest rates on the underlying
mortgage loans, your pass-through rate will be affected, and may decline, as the
relative composition of the mortgage pool changes.

      In addition, as payments and other collections of principal are received
with respect to the underlying mortgage loans, the remaining mortgage pool
backing your offered certificates may exhibit an increased concentration with
respect to property type, number and affiliation of borrowers and geographic
location.

ADJUSTABLE RATE MORTGAGE LOANS MAY ENTAIL GREATER RISKS OF DEFAULT TO LENDERS
THAN FIXED RATE MORTGAGE LOANS

      Some or all of the mortgage loans underlying a series of offered
certificates may provide for adjustments to their respective mortgage interest
rates and corresponding adjustments to their respective periodic debt service
payments. As the periodic debt service payment for any of those mortgage loans
increases, the likelihood that cash flow from the underlying real property will
be insufficient to make that periodic debt service payment and pay operating
expenses also increases.

SUBORDINATE OR MEZZANINE DEBT INCREASES THE LIKELIHOOD THAT A BORROWER WILL
DEFAULT ON A MORTGAGE LOAN UNDERLYING YOUR OFFERED CERTIFICATES

      Some or all of the mortgage loans included in one of our trusts may permit
the related borrower to encumber the related real property with additional
secured debt or to otherwise incur additional subordinate debt. In addition,
some or all of the mortgage loans included in one of our trusts may permit the
owner of the related borrower to pledge its equity interests in such borrower as
security for mezzanine debt.

      Even if a mortgage loan prohibits further encumbrance of the related real
property or the incurrence of additional subordinate or mezzanine debt, a
violation of this prohibition may not become evident until the affected mortgage
loan otherwise defaults. Accordingly, a lender, such as one of our trusts, may
not realistically be able to prevent a borrower from incurring subordinate debt
or its parent from incurring mezzanine debt.

      When a mortgage loan borrower (or its constituent members) also has one or
more other outstanding loans (even if they are subordinated loans or are
mezzanine loans not directly secured by the mortgaged property), the trust is
subjected to additional risks. The borrower may have difficulty servicing and
repaying multiple loans. The existence of another loan will generally also make
it more difficult for the borrower to obtain refinancing of the mortgage loan
and may thereby jeopardize repayment of the mortgage loan. Moreover, the need to
service additional debt may reduce the cash flow available to the borrower to
operate and maintain the mortgaged property.


                                       28



      Additionally, if the borrower (or its constituent members) defaults on the
mortgage loan and/or any other loan, actions taken by other lenders such as a
foreclosure or an involuntary petition for bankruptcy against the borrower could
impair the security available to the trust, including the mortgaged property, or
stay the trust's ability to foreclose during the course of the bankruptcy case.
The bankruptcy of another lender also may operate to stay foreclosure by the
trust. The trust may also be subject to the costs and administrative burdens of
involvement in foreclosure or bankruptcy proceedings or related litigation.

WITH RESPECT TO CERTAIN MORTGAGE LOANS INCLUDED IN OUR TRUSTS, THE MORTGAGED
PROPERTY OR PROPERTIES THAT SECURE THE SUBJECT MORTGAGE LOAN IN THE TRUST ALSO
SECURE ONE (1) OR MORE RELATED MORTGAGE LOANS THAT ARE NOT IN THE TRUST; THE
INTERESTS OF THE HOLDERS OF THOSE NON-TRUST MORTGAGE LOANS MAY CONFLICT WITH
YOUR INTERESTS.

      Certain mortgage loans included in our trusts are each part of a loan
group or split loan structure that includes one or more additional mortgaged
loans (not included in the trust) that are secured by the same mortgage
instrument(s) encumbering the same mortgaged property or properties, as
applicable, as is the subject mortgage loan. See "DESCRIPTION OF THE TRUST
ASSETS--Mortgage Loans--Loan Groups." Pursuant to one or more co-lender or
similar agreements, a holder of a particular non-trust mortgage loan in a
subject loan group, or a group of holders of non-trust mortgage loans in a
subject loan group (acting together), may be granted various rights and powers
that affect the mortgage loan in that loan group that is in one of our trusts,
including (a) cure rights with respect to the mortgage loan in our trust, (b) a
purchase option with respect to the mortgage loan in our trust, (c) the right to
advise, direct and/or consult with the applicable servicer regarding various
servicing matters, including certain modifications, affecting that loan group,
and/or (d) the right to replace the applicable special servicer (without cause)
with respect to the mortgage loan in our trust. In some cases, those rights and
powers may be assignable or may be exercised through a representative or
designee. You should expect that the holder or beneficial owner of a non-trust
mortgage loan will exercise its rights and powers to protect its own economic
interests, and will not be liable to the related series of certificateholder for
so doing.

      In addition, certain of mortgage loans included in our trusts that are
part of a loan group will be serviced and administered pursuant to the servicing
agreement for the securitization of a non-trust mortgage loan that is part of
the same loan group. Consequently, the certificateholders of the related series
of certificates will have limited ability to control the servicing of those
mortgage loans and the parties with control over the servicing of those mortgage
loans may have interests that conflict with your interests. See "DESCRIPTION OF
THE GOVERNING DOCUMENTS--Servicing Mortgage Loans That Are Part of a Loan
Group."

BORROWER BANKRUPTCY PROCEEDINGS CAN DELAY AND IMPAIR RECOVERY ON A MORTGAGE LOAN
UNDERLYING YOUR OFFERED CERTIFICATES

      Under the U.S. Bankruptcy Code, the filing of a petition in bankruptcy by
or against a borrower will stay the sale of a real property owned by that
borrower, as well as the commencement or continuation of a foreclosure action.

      In addition, if a court determines that the value of a real property is
less than the principal balance of the mortgage loan it secures, the court may
reduce the amount of secured


                                       29



indebtedness to the then-value of the property. This would make the lender a
general unsecured creditor for the difference between the then-value of the
property and the amount of its outstanding mortgage indebtedness.

      A bankruptcy court also may:

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

      o     reduce monthly payments due under a mortgage loan;

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

      o     otherwise alter a mortgage loan's repayment schedule.

      Moreover, the filing of a petition in bankruptcy by, or on behalf of a
junior lienholder may stay the senior lienholder from taking action to foreclose
on the junior lien. Furthermore, the borrower, as debtor-in-possession, or its
bankruptcy trustee has special powers to avoid, subordinate or disallow debts.
In some circumstances, the claims of a secured lender, such as one of our
trusts, may be subordinated to financing obtained by a debtor-in-possession
subsequent to its bankruptcy.

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

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

      In its decisions in In re 203 North LaSalle Street Partnership, 246 B.R.
325 (Bankr. N.D. III. March 10, 2000), the United States Bankruptcy Court for
the Northern District of Illinois refused to enforce a provision of a
subordination agreement that allowed a first mortgagee to vote a second
mortgagee's claim with respect to a Chapter 11 reorganization plan on the
grounds that pre-bankruptcy contracts cannot override rights expressly provided
by the Bankruptcy Code. This holding, which one court has already followed,
potentially limits the ability of a senior lender to accept or reject a
reorganization plan or to control the enforcement of remedies against a common
borrower over a subordinated lender's objections.

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

TAXES ON FORECLOSURE PROPERTY WILL REDUCE AMOUNTS AVAILABLE TO MAKE PAYMENTS ON
THE OFFERED CERTIFICATES

      One of our trusts may be designated, in whole or in part, as a real estate
mortgage investment conduit for federal income tax purposes. If that trust
acquires a real property through a foreclosure or deed in lieu of foreclosure,
then the related special servicer may be required to


                                       30



retain an independent contractor to operate and manage the property. Receipt of
the following types of income on that property will subject the trust to
federal, and possibly state or local, tax on that income at the highest marginal
corporate tax rate:

      o     any net income from that operation and management that does not
            consist of qualifying rents from real property within the meaning of
            Section 856(d) of the Internal Revenue Code, and

      o     any rental income based on the net profits of a tenant or sub-tenant
            or allocable to a service that is non-customary in the area and for
            the type of building involved.

      These taxes would reduce the net proceeds available for payment with
respect to the related offered certificates.

ENVIRONMENTAL LIABILITIES WILL ADVERSELY AFFECT THE VALUE AND OPERATION OF THE
CONTAMINATED PROPERTY AND MAY DETER A LENDER FROM FORECLOSING

      There can be no assurance--

      o     as to the degree of environmental testing conducted at any of the
            real properties securing the mortgage loans that back your offered
            certificates;

      o     that the environmental testing conducted by or on behalf of the
            applicable originators or any other parties in connection with the
            origination of those mortgage loans or otherwise identified all
            adverse environmental conditions and risks at the related real
            properties;

      o     that the results of the environmental testing were accurately
            evaluated in all cases;

      o     that the related borrowers have implemented or will implement all
            operations and maintenance plans and other remedial actions
            recommended by any environmental consultant that may have conducted
            testing at the related real properties; or

      o     that the recommended action will fully remediate or otherwise
            address all the identified adverse environmental conditions and
            risks.

      Environmental site assessments vary considerably in their content, quality
and cost. Even when adhering to good professional practices, environmental
consultants will sometimes not detect significant environmental problems because
to do an exhaustive environmental assessment would be far too costly and
time-consuming to be practical.

      In addition, the current environmental condition of a real property
securing a mortgage loan underlying your offered certificates could be adversely
affected by--

      o     tenants at the property, such as gasoline stations or dry cleaners,

      o     conditions or operations in the vicinity of the property, such as
            leaking underground storage tanks at another property nearby, or

      o     activities of third parties not related to borrowers.

      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


                                       31



operator knew of, or was responsible for, the presence of the hazardous or toxic
substances. For example, there are laws that impose liability for release of
asbestos containing materials into the air or require the removal or containment
of the materials. The owner's liability for any required remediation generally
is unlimited and could exceed the value of the property and/or the total assets
of the owner. In addition, the presence of hazardous or toxic substances, or the
failure to remediate the adverse environmental condition, may adversely affect
the owner's or operator's ability to use the affected property. In some states,
contamination of a property may give rise to a lien on the property to ensure
the costs of cleanup. Depending on the state, this lien may have priority over
the lien of an existing mortgage, deed of trust or other security instrument. In
addition, third parties may seek recovery from owners or operators of real
property for personal injury associated with exposure to hazardous substances,
including asbestos and lead-based paint. Persons who arrange for the disposal or
treatment of hazardous or toxic substances may be liable for the costs of
removal or remediation of the substances at the disposal or treatment facility.

      The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, as well as other federal and state laws,
provide that a secured lender, such as one of our trusts, may be liable as an
"owner" or "operator" of the real property, regardless of whether the borrower
or a previous owner caused the environmental damage, if--

      o     agents or employees of the lender are deemed to have participated in
            the management of the borrower, or

      o     the lender actually takes possession of a borrower's property or
            control of its day-to-day operations, including through the
            appointment of a receiver or foreclosure.

      Although recently enacted legislation clarifies the activities in which a
lender may engage without becoming subject to liability under the federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, and similar federal laws, that legislation has no applicability to
state environmental laws. Moreover, future laws, ordinances or regulations could
impose material environmental liability.

      Federal law requires owners of residential housing constructed prior to
1978 to disclose to potential residents or purchasers--

      o     any condition on the property that causes exposure to lead-based
            paint, and

      o     the potential hazards to pregnant women and young children,
            including that the ingestion of lead-based paint chips and/or the
            inhalation of dust particles from lead-based paint by children can
            cause permanent injury, even at low levels of exposure.

      Property owners may be liable for injuries to their tenants resulting from
exposure under various laws that impose affirmative obligations on property
owners of residential housing containing lead-based paint.

SOME PROVISIONS IN THE MORTGAGE LOANS UNDERLYING YOUR OFFERED CERTIFICATES MAY
BE CHALLENGED AS BEING UNENFORCEABLE

      Cross-Collateralization Arrangements. It may be possible to challenge
cross-collateralization arrangements involving more than one borrower as a
fraudulent conveyance,


                                       32



even if the borrowers are related. If one of those borrowers were to become a
debtor in a bankruptcy case, creditors of the bankrupt party or the
representative of the bankruptcy estate of the bankrupt party could seek to have
the bankruptcy court avoid any lien granted by the bankrupt party to secure
repayment of another borrower's loan. In order to do so, the court would have to
determine that--

      o     the bankrupt party--

            1.    was insolvent at the time of granting the lien,

            2.    was rendered insolvent by the granting of the lien,

            3.    was left with inadequate capital, or

            4.    was not able to pay its debts as they matured; and

      o     the bankrupt party did not, when it allowed its property to be
            encumbered by a lien securing the other borrower's loan, receive
            fair consideration or reasonably equivalent value for pledging its
            property for the equal benefit of the other borrower.

If the court were to conclude that the granting of the lien was an avoidable
fraudulent conveyance, it could nullify the lien or security instrument
effecting the cross-collateralization or subordinate all or part of the
pertinent mortgage loan to existing or future indebtedness of the borrower. The
court could also allow the bankrupt party to recover payments it made under the
avoided cross-collateralization.

      Prepayment Premiums, Fees and Charges. Under the laws of a number of
states, the enforceability of any mortgage loan provisions that require payment
of a prepayment premium, fee or charge upon an involuntary prepayment, is
unclear. If those provisions were unenforceable, borrowers would have an
incentive to default in order to prepay their loans.

      Due-on-Sale and Debt Acceleration Clauses. Some or all of the mortgage
loans included in one of our trusts may contain a due-on-sale clause, which
permits the lender, with some exceptions, to accelerate the maturity of the
mortgage loan upon the sale, transfer or conveyance of--

      o     the related real property, or

      o     a majority ownership interest in the related borrower.

      We anticipate that all of the mortgage loans included in one of our trusts
will contain some form of debt-acceleration clause, which permits the lender to
accelerate the debt upon specified monetary or non-monetary defaults by the
related borrower.

      The courts of all states will enforce acceleration clauses in the event of
a material payment default. The equity courts of any state, however, may refuse
to allow the foreclosure of a mortgage, deed of trust or other security
instrument or to permit the acceleration of the indebtedness if:

      o     the default is deemed to be immaterial,

      o     the exercise of those remedies would be inequitable or unjust, or


                                       33



      o     the circumstances would render the acceleration unconscionable.

      Assignments of Leases. Some or all of the mortgage loans included in one
of our trusts may be secured by, among other things, an assignment of leases and
rents. Under that document, the related borrower will assign its right, title
and interest as landlord under the leases on the related real property and the
income derived from those leases to the lender as further security for the
related mortgage loan, while retaining a license to collect rents for so long as
there is no default. In the event the borrower defaults, the license terminates
and the lender is entitled to collect rents. In some cases, those assignments
may not be perfected as security interests prior to actual possession of the
cash flow. Accordingly, state law may require that the lender take possession of
the property and obtain a judicial appointment of a receiver before becoming
entitled to collect the rents. In addition, the commencement of bankruptcy or
similar proceedings by or with respect to the borrower will adversely affect the
lender's ability to collect the rents. See "Legal Aspects of Mortgage
Loans--Bankruptcy Laws."

      Defeasance. A mortgage loan underlying a series of offered certificates
may permit the related borrower, during the periods specified and subject to the
conditions set forth in the loan, to pledge to the holder of the mortgage loan a
specified amount of securities (which may include direct, non-callable United
States government securities) and thereby obtain a release of the related
mortgaged property. The cash amount which a borrower must expend to purchase, or
must deliver to a master servicer in order for the master servicer to purchase,
the required United States government securities may be in excess of the
principal balance of the mortgage loan. A court could interpret that excess
amount as a form of prepayment premium or could take it into account for usury
purposes. In some states, some forms of prepayment premiums are unenforceable.
If the payment of that excess amount were held to be unenforceable, the
remaining portion of the cash amount to be delivered may be insufficient to
purchase the requisite amount of United States government securities.

LACK OF INSURANCE COVERAGE EXPOSES A TRUST TO RISK FOR PARTICULAR SPECIAL HAZARD
LOSSES

      In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of a property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in the related
policy. Most insurance policies typically do not cover any physical damage
resulting from, among other things:

      o     war,

      o     revolution,

      o     governmental actions,

      o     floods and other water-related causes,

      o     earth movement, including earthquakes, landslides and mudflows,

      o     wet or dry rot,

      o     vermin, and

      o     domestic animals.


                                       34



      Unless the related mortgage loan documents specifically require the
borrower to insure against physical damage arising from these causes, then the
resulting losses may be borne by you as a holder of offered certificates.

GROUND LEASES CREATE RISKS FOR LENDERS THAT ARE NOT PRESENT WHEN LENDING ON AN
ACTUAL OWNERSHIP INTEREST IN A REAL PROPERTY

      In order to secure a mortgage loan, a borrower may grant a lien on its
leasehold interest in a real property as tenant under a ground lease. If the
ground lease does not provide for notice to a lender of a default thereunder on
the part of the borrower, together with a reasonable opportunity for the lender
to cure the default, the lender may be unable to prevent termination of the
lease and may lose its collateral.

      In addition, upon the bankruptcy of a landlord or a tenant under a ground
lease, the debtor entity has the right to assume or reject the ground lease. If
a debtor landlord rejects the lease, the tenant has the right to remain in
possession of its leased premises at the rent reserved in the lease for the
term, including renewals. If a debtor tenant rejects any or all of its leases,
the tenant's lender may not be able to succeed to the tenant's position under
the lease unless the landlord has specifically granted the lender that right. If
both the landlord and the tenant are involved in bankruptcy proceedings, the
trustee for your offered certificates may be unable to enforce the bankrupt
tenant's obligation to refuse to treat as terminated a ground lease rejected by
a bankrupt landlord. In those circumstances, it is possible that the trustee
could be deprived of its security interest in the leasehold estate,
notwithstanding lender protection provisions contained in the lease or mortgage
loan documents.

CHANGES IN ZONING LAWS MAY ADVERSELY AFFECT THE USE OR VALUE OF A REAL PROPERTY

      Due to changes in zoning requirements since construction, an
income-producing property may not comply with current zoning laws, including
density, use, parking and set back requirements. Accordingly, the property may
be a permitted non-conforming structure or the operation of the property may be
a permitted non-conforming use. This means that the owner is not required to
alter the property's structure or use to comply with the new law, but the owner
may be limited in its ability to rebuild the premises "as is" in the event of a
substantial casualty loss. This may adversely affect the cash flow available
following the casualty. If a substantial casualty were to occur, insurance
proceeds may not be sufficient to pay a mortgage loan secured by the property in
full. In addition, if the property were repaired or restored in conformity with
the current law, its value or revenue-producing potential may be less than that
which existed before the casualty.

      The failure of a mortgaged property to comply with zoning laws or to be a
"legal non-conforming use" or "legal non-conforming structure" may adversely
affect market value of the mortgaged property or the borrower's ability to
continue to use it in the manner it is currently being used.

      In addition, certain of the mortgaged properties may be subject to certain
use restrictions imposed pursuant to reciprocal easement agreements or operating
agreements. Such use restrictions could include, for example, limitations on the
character of the improvements or the properties, limitations affecting noise and
parking requirements, among other things, and


                                       35



limitations on the borrowers' right to operate certain types of facilities
within a prescribed radius. These limitations could adversely affect the ability
of the related borrower to lease the mortgaged property on favorable terms, thus
adversely affecting the borrower's ability to fulfill its obligations under the
related mortgage loan.

COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT OF 1990 MAY BE EXPENSIVE

      Under the Americans with Disabilities Act of 1990, all public
accommodations are required to meet federal requirements related to access and
use by disabled persons. If a property does not currently comply with that Act,
the property owner may be required to incur significant costs in order to effect
that compliance. This will reduce the amount of cash flow available to cover
other required maintenance and capital improvements and to pay debt service on
the mortgage loan(s) that may encumber that property. There can be no assurance
that the owner will have sufficient funds to cover the costs necessary to comply
with that Act. In addition, noncompliance could result in the imposition of
fines by the federal government or an award or damages to private litigants.

LITIGATION MAY ADVERSELY AFFECT A BORROWER'S ABILITY TO REPAY ITS MORTGAGE LOAN

      The owner of a multifamily or commercial property may be a defendant in a
litigation arising out of, among other things, the following:

      o     breach of contract involving a tenant, a supplier or other party;

      o     negligence resulting in a personal injury, or

      o     responsibility for an environmental problem.

      Litigation will divert the owner's attention from operating its property.
If the litigation were decided adversely to the owner, the award to the
plaintiff may adversely affect the owner's ability to repay a mortgage loan
secured by the property.

RESIDUAL INTERESTS IN A REAL ESTATE MORTGAGE INVESTMENT CONDUIT HAVE ADVERSE TAX
CONSEQUENCES

      Inclusion of Taxable Income in Excess of Cash Received. If you own a
certificate that is a residual interest in a real estate mortgage investment
conduit, or REMIC, for federal income tax purposes, you will have to report on
your income tax return as ordinary income your pro rata share of the taxable
income of that REMIC, regardless of the amount or timing of your possible
receipt of any cash on the certificate. As a result, your offered certificate
may have phantom income early in the term of the REMIC because the taxable
income from the certificate may exceed the amount of economic income, if any,
attributable to the certificate. While you will have a corresponding amount of
tax losses later in the term of the REMIC, the present value of the phantom
income may significantly exceed the present value of the tax losses. Therefore,
the after-tax yield on any REMIC residual certificate may be significantly less
than that of a corporate bond or other instrument having similar cash flow
characteristics. In fact, some offered certificates that are residual interests,
may have a negative value.


                                       36



      You will have to report your share of the taxable income and net loss of
the REMIC until all the certificates in the related series have a principal
balance of zero. See "Federal Income Tax Consequences--REMICs."

      Some Taxable Income of a Residual Interest Cannot Be Offset Under the
Internal Revenue Code. A portion of the taxable income from a REMIC residual
certificate may be treated as excess inclusions under the Internal Revenue Code.
You will have to pay tax on the excess inclusions regardless of whether you have
other credits, deductions or losses. In particular, the tax on excess inclusion:

      o     generally will not be reduced by losses from other activities,

      o     for a tax-exempt holder, will be treated as unrelated business
            taxable income, and

      o     for a foreign holder, will not qualify for any exemption from
            withholding tax.

      Individuals and Some Entities Should Not Invest in REMIC Residual
Certificates. The fees and non-interest expenses of a REMIC will be allocated
pro rata to certificates that are residual interests in the REMIC. However,
individuals will only be able to deduct these expenses as miscellaneous itemized
deductions, which are subject to numerous restrictions and limitations under the
Internal Revenue Code. Therefore, the certificates that are residual interests
generally are not appropriate investments for:

      o     individuals,

      o     estates,

      o     trusts beneficially owned by any individual or estate, and

      o     pass-through entities having any individual, estate or trust as a
            shareholder, member or partner.

      In addition, the REMIC residual certificates will be subject to numerous
transfer restrictions. These restrictions will reduce your ability to liquidate
a REMIC residual certificate. For example, unless we indicate otherwise in the
related prospectus supplement, you will not be able to transfer a REMIC residual
certificate to a foreign person under the Internal Revenue Code or to a foreign
permanent establishment or fixed base (within the meaning of an applicable
income tax treaty) of the transferee or of any other person or to partnerships
that have any non-U.S. Persons as partners.

      See "Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC
Residual Certificates."

PROBLEMS WITH BOOK-ENTRY REGISTRATION

      Your offered certificates may be issued in book-entry form through the
facilities of the Depository Trust Company. As a result--

      o     you will be able to exercise your rights as a certificateholder only
            indirectly through the Depository Trust Company and its
            participating organizations;

      o     you may have only limited access to information regarding your
            offered certificates;


                                       37



      o     you may suffer delays in the receipt of payments on your offered
            certificates; and

      o     your ability to pledge or otherwise take action with respect to your
            offered certificates may be limited due to the lack of a physical
            certificate evidencing your ownership of those certificates.

      See "Description of the Certificates--Book-Entry Registration."

POTENTIAL CONFLICTS OF INTEREST CAN AFFECT A PERSON'S PERFORMANCE

      The master servicer or special servicer for one of our trusts, or any of
their respective affiliates, may purchase certificates evidencing interests in
that trust.

      In addition, the master servicer or special servicer for one of our
trusts, or any of their respective affiliates, may have interests in, or other
financial relationships with, borrowers under the related mortgage loans.

      In servicing the mortgage loans in any of our trusts, the related master
servicer, primary servicer, sub-servicer and special servicer will each be
required to observe the terms of the governing document(s) for the related
series of offered certificates and, in particular, to act in accordance with the
servicing standard described in the related prospectus supplement. You should
consider, however, that either of these parties, if it or an affiliate owns
certificates, or has financial interests in or other financial dealings with any
of the related borrowers, may have interests when dealing with the mortgage
loans underlying your offered certificates that are in conflict with your
interests. For example, if the related special servicer owns any certificates,
it could seek to mitigate the potential loss on its certificates from a troubled
mortgage loan by delaying enforcement in the hope of realizing greater proceeds
in the future. However, this action by a special servicer could result in a
lower recovery to the related trust than would have been the case if the special
servicer had not delayed in taking enforcement action.

      Furthermore, the master servicer or special servicer for any of our trusts
may service existing and new loans for third parties, including portfolios of
loans similar to the mortgage loans included in that trust. The properties
securing these other loans may be in the same markets as and compete with the
properties securing mortgage loans in our trust. Accordingly, that master
servicer or special servicer may be acting on behalf of parties with conflicting
interests.

      In addition, one of our affiliates may purchase certificates evidencing
interests in one or more of the trusts.

                    CAPITALIZED TERMS USED IN THIS PROSPECTUS

      From time to time we use capitalized terms in this prospectus. Each of
those capitalized terms will have the meaning assigned to it in the "Glossary"
attached to this prospectus.


                                       38



                         DESCRIPTION OF THE TRUST ASSETS

GENERAL

      We will be responsible for establishing the trust underlying each series
of offered certificates. The certificates of each series will represent
interests in the assets of the related trust fund and the certificates of each
series will be backed by the assets of the related trust fund. The assets of the
trust will primarily consist of:

      o     various types of multifamily and/or commercial mortgage loans;

      o     pass-through certificates, collateralized mortgage obligations or
            other mortgage-backed securities that directly or indirectly
            evidence interests in, or are secured by pledges of, one or more of
            various types of multifamily and/or commercial mortgage loans; or

      o     a combination of mortgage loans and mortgage-backed securities of
            the types described above.

      In addition to the asset classes described above in this "Description of
the Trust Assets" section, we may include in the trust with respect to any
series of offered certificates other asset classes, provided that such other
asset classes in the aggregate will not exceed 10% by principal balance of the
related asset pool. We will describe the specific characteristics of the
mortgage assets underlying a series of offered certificates in the related
prospectus supplement.

THE ORIGINATORS OF THE MORTGAGE LOANS

      We do not originate mortgage loans. Accordingly, we must acquire each of
the mortgage loans to be included in one of our trusts from the originator or a
subsequent assignee. In some cases, that originator or subsequent assignee will
be Greenwich Capital Financial Products, Inc. or another one of our affiliates.
See "The Sponsor." We will identify in the related prospectus supplement any
originator (other than any sponsor and/or its affiliates) that will be or is
expected to be an originator of mortgage loans representing in excess of 10% of
the related mortgage asset pool, by aggregate principal balance.

      We will acquire, directly or through one of our affiliates, in the
secondary market, any mortgage-backed security to be included in one of our
trusts.

      Neither we nor any of our affiliates will guarantee any of the mortgage
assets included in one of our trusts. If so specified the related prospectus
supplement, a governmental agency or instrumentality may guarantee or insure
those mortgage assets. Otherwise, these mortgage assets will not be guaranteed
or insured by anyone.

MORTGAGE LOANS

      General. Each mortgage loan underlying the offered certificates will
constitute the obligation of one or more persons to repay a debt. That
obligation will be evidenced by a promissory note or bond. In addition, that
obligation will be secured by a mortgage, deed of trust or other security
instrument that creates a first or junior lien on, or security interest in, an
interest in one or more of the following types of real property:


                                       39



      o     rental, cooperatively-owned condominium or condominium conversion
            buildings with multiple dwelling units;

      o     retail properties related to the sale of consumer goods and other
            products to the general public, such as shopping centers, malls,
            factory outlet centers, automotive sales centers, department stores
            and other retail stores, grocery stores, specialty shops,
            convenience stores and gas stations;

      o     retail properties related to providing entertainment, recreational
            and personal services to the general public, such as movie theaters,
            fitness centers, bowling alleys, salons, dry cleaners and automotive
            service centers;

      o     office properties;

      o     hospitality properties, such as hotels, motels and other lodging
            facilities;

      o     casino properties;

      o     health care-related properties, such as hospitals, skilled nursing
            facilities, nursing homes, congregate care facilities and, in some
            cases, assisted living centers and senior housing;

      o     industrial properties;

      o     warehouse facilities, mini-warehouse facilities and self-storage
            facilities;

      o     restaurants, taverns and other establishments involved in the food
            and beverage industry;

      o     manufactured housing communities, mobile home parks and recreational
            vehicle parks;

      o     recreational and resort properties, such as golf courses, marinas,
            ski resorts and amusement parks;

      o     arenas and stadiums;

      o     churches and other religious facilities;

      o     parking lots and garages;

      o     mixed use properties;

      o     other income-producing properties; and

      o     unimproved land.

      The real property interests that may be encumbered in order to secure a
mortgage loan underlying your offered certificates, include--

      o     a fee interest or estate, which consists of ownership of the
            property for an indefinite period,

      o     an estate for years, which consists of ownership of the property for
            a specified period of years,

      o     a leasehold interest or estate, which consists of a right to occupy
            and use the property for a specified period of years, subject to the
            terms and conditions of a lease,

      o     shares in a cooperative corporation which owns the property, or


                                       40



      o     any other real estate interest under applicable local law.

Any of these real property interests may be subject to deed restrictions,
easements, rights of way and other matters of public record with respect to the
related property. In addition, the use of, and improvements that may be
constructed on, any particular real property will, in most cases, be subject to
zoning laws and other legal restrictions.

      Most, if not all, of the mortgage loans underlying a series of offered
certificates will be secured by liens on real properties located in the United
States, its territories and possessions. However, some of those mortgage loans
may be secured by liens on real properties located outside the United States,
its territories and possessions, provided that foreign mortgage loans do not
represent more than 10% of the related mortgage asset pool, by balance.

      If we so indicate in the related prospectus supplement, one or more of the
mortgage loans underlying a series of offered certificates may be secured by a
junior lien on the related real property. However, the loan or loans secured by
the more senior liens on that property may not be included in the related trust.
The primary risk to the holder of a mortgage loan secured by a junior lien on a
real property is the possibility that the foreclosure proceeds remaining after
payment of the loans secured by more senior liens on that property will be
insufficient to pay the junior loan in full. In a foreclosure proceeding, the
sale proceeds are applied--

      o     first, to the payment of court costs and fees in connection with the
            foreclosure,

      o     second, to the payment of real estate taxes, and

      o     third, to the payment of any and all principal, interest, prepayment
            or acceleration penalties, and other amounts owing to the holder of
            the senior loans.

The claims of the holders of the senior loans must be satisfied in full before
the holder of the junior loan receives any payments with respect to the junior
loan. If a lender forecloses on a junior loan, it does so subject to any related
senior loans.

      If we so indicate in the related prospectus supplement, the mortgage loans
underlying a series of offered certificates may be delinquent as of the date the
certificates are initially issued; provided, however, that delinquent mortgage
loans will constitute less than 20% by dollar volume of the related mortgage
pool as of the date of issuance of the related series. In those cases, we will
describe in the related prospectus supplement--

      o     the period of the delinquency,

      o     any forbearance arrangement then in effect,

      o     the condition of the related real property, and

      o     the ability of the related real property to generate income to
            service the mortgage debt.

We will not, however, transfer any mortgage loan to a trust if we know that the
mortgage loan is, at the time of transfer, more than 90 days delinquent with
respect to any scheduled payment of principal or interest or in foreclosure.

      Loan Groups. Certain of the mortgage loans included in one of our trust
funds may be part of a loan group. A loan group will generally consist of the
particular mortgage loan or loans that


                                       41



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 group is evidenced by a separate promissory note. The aggregate
debt represented by the entire loan group, 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 group are obligations of the
same borrower and are cross-defaulted. The allocation of payments to the
respective mortgage loans comprising a loan group, 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
group. Further, each such co-lender agreement or other intercreditor arrangement
may impose restrictions of the transferability of the ownership of any mortgage
loan that is part of a loan group. "RISK FACTORS--With Respect to Certain
Mortgage Loans Included in Our Trusts, the Mortgage Property or Properties That
Secure the Subject Mortgage Loan in the Trust Also Secure One (1) or More
Related Mortgage Loans That Are Not in the Trust; The Interests of the Holders
of Those Non-Trust Mortgage Loans May Conflict with Your Interests."

      A Discussion of the Various Types of Multifamily and Commercial Properties
That May Secure Mortgage Loans Underlying a Series of Offered Certificates. The
mortgage loans underlying a series of offered certificates may be secured by
numerous types of multifamily and commercial properties. As we discuss below
under "--Default and Loss Considerations with Respect to Commercial and
Multifamily Mortgage Loans," the adequacy of an income-producing property as
security for a mortgage loan depends in large part on its value and ability to
generate net operating income. Set forth below is a discussion of some of the
various factors that may affect the value and operations of the indicated types
of multifamily and commercial properties.

      Multifamily Rental Properties. Factors affecting the value and operation
of a multifamily rental property include:

      o     the physical attributes of the property, such as its age,
            appearance, amenities and construction quality;

      o     the types of services offered at the property;

      o     the location of the property;

      o     the characteristics of the surrounding neighborhood, which may
            change over time;

      o     the rents charged for dwelling units at the property relative to the
            rents charged for comparable units at competing properties;

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

      o     the property's reputation;

      o     the level of mortgage interest rates, which may encourage tenants to
            purchase rather than lease housing;


                                       42



      o     the existence or construction of competing or alternative
            residential properties, including other apartment buildings and
            complexes, manufactured housing communities, mobile home parks and
            single-family housing;

      o     the ability of management to respond to competition;

      o     the tenant mix and whether the property is primarily occupied by
            workers from a particular company or type of business, personnel
            from a local military base or students;

      o     adverse local, regional or national economic conditions, which may
            limit the amount that may be charged for rents and may result in a
            reduction in timely rent payments or a reduction in occupancy
            levels;

      o     state and local regulations, which may affect the property owner's
            ability to increase rent to the market rent for an equivalent
            apartment;

      o     the extent to which the property is subject to land use restrictive
            covenants or contractual covenants that require that units be rented
            to low income tenants;

      o     the extent to which the cost of operating the property, including
            the cost of utilities and the cost of required capital expenditures,
            may increase; and

      o     the extent to which increases in operating costs may be passed
            through to tenants.

      Because units in a multifamily rental property are leased to individuals,
usually for no more than a year, the property is likely to respond relatively
quickly to a downturn in the local economy or to the closing of a major employer
in the area.

      Some states regulate the relationship of an owner and its tenants at a
multifamily rental property. Among other things, these states may--

      o     require written leases;

      o     require good cause for eviction;

      o     require disclosure of fees;

      o     prohibit unreasonable rules;

      o     prohibit retaliatory evictions;

      o     prohibit restrictions on a resident's choice of unit vendors;

      o     limit the bases on which a landlord may increase rent; or

      o     prohibit a landlord from terminating a tenancy solely by reason of
            the sale of the owner's building.

      Apartment building owners have been the subject of suits under state
Unfair and Deceptive Practices Acts and other general consumer protection
statutes for coercive, abusive or unconscionable leasing and sales practices.

      Some counties and municipalities also impose rent control regulations on
apartment buildings. These regulations may limit rent increases to--


                                       43



      o     fixed percentages,

      o     percentages of increases in the consumer price index,

      o     increases set or approved by a governmental agency, or

      o     increases determined through mediation or binding arbitration.

      In many cases, the rent control laws do not provide for decontrol of
rental rates upon vacancy of individual units. Any limitations on a landlord's
ability to raise rents at a multifamily rental property may impair the
landlord's ability to repay a mortgage loan secured by the property or to meet
operating costs.

      Some multifamily rental properties are subject to land use restrictive
covenants or contractual covenants in favor of federal or state housing
agencies. These covenants generally require that a minimum number or percentage
of units be rented to tenants who have incomes that are substantially lower than
median incomes in the area or region. These covenants may limit the potential
rental rates that may be charged at a multifamily rental property, the potential
tenant base for the property or both. An owner may subject a multifamily rental
property to these covenants in exchange for tax credits or rent subsidies. When
the credits or subsidies cease, net operating income will decline.

      Condominium Properties. Some mortgage loans underlying the offered
certificates will be secured by--

      o     the related borrower's interest in multiple units in a residential
            condominium project, and

      o     the related voting rights in the owners' association for the
            project.

Due to the nature of condominiums, a default on any of those mortgage loans will
not allow the related special servicer the same flexibility in realizing on the
real property collateral as is generally available with respect to multifamily
rental properties that are not condominiums. The rights of other unit owners,
the governing documents of the owners' association and the state and local laws
applicable to condominiums must be considered and respected. Consequently,
servicing and realizing upon the collateral for those mortgage loans could
subject the related trust to greater delay, expense and risk than a loan secured
by a multifamily rental property that is not a condominium.

      The management and operation of a condominium is generally controlled by
the board of members representing the owners of the condominium units.
Generally, the consent of a majority of the voting board members is required for
any action of the condominium board. The condominium board is generally
responsible for administration of the affairs of the condominium, including the
following:

      o     providing for maintenance and repair of the general common elements;

      o     determination and collection of general common charges (which may
            include insurance premiums, working capital, operating reserves and
            replacement reserve funds);

      o     employment of personnel; maintaining bank accounts;

      o     adopting rules and regulations relating to general common elements;


                                       44



      o     obtaining insurance; and

      o     repairing and restoring the property after a casualty.

      Notwithstanding the insurance and casualty provisions of the related
mortgage loan documents, the condominium board generally has the right to
control the use of casualty proceeds. Additionally, the condominium board
determines the budget and the amount of the common area charges and assessments
due from unit owners. The condominium board has discretion to make decisions
affecting the entire mortgaged property. Thus, decisions made by the condominium
board including common area charges and assessments to be paid by the unit
owners, insurance to be maintained on the building and many other decisions
affecting the maintenance of the mortgaged property will have a significant
impact on the related mortgaged property. Although the condominium board must
act in accordance with state and local laws relating to condominium units, there
can be no assurance that the condominium board will always act in the best
interests of the related borrower and the related mortgaged property.

      Condominium Conversion Properties. The payment of interest and the
repayment of a mortgage loan secured by a condominium conversion property will
depend upon the ability of the related borrower to sell condominium units, and
on the pace and price at which condominium units are sold. Since most
condominium conversion properties require some level of construction and
re-development before condominium units may be sold (although condominium units
may be "pre-sold" prior to completion of construction), the success of a
condominium conversion property may also be affected by the amount of time and
money required to complete the construction and re-development phase of the
project.

      Unlike some operating properties, which may have a history of operating
results that may be analyzed, each condominium conversion project is unique and
must be evaluated based on its likelihood for success rather than its operating
history. Accordingly, information regarding debt service coverage ratio with
respect to such property may not presented in the prospectus supplement. The
success of a condominium conversion project will be influenced by many of the
same factors that affect operating properties, as well as by:

      o     the construction, re-development and conversion experience of the
            parties involved;

      o     the time to completion of, and potential cost of, construction and
            re-development;

      o     cost over-runs experienced in the construction phase of the project
            and the adequacy and reliability of funding for construction costs;

      o     the existence of a "completion guarantee" from a credit-worthy
            entity guaranteeing the completion of the construction phase of the
            property;

      o     the adequacy of reserves for debt service and other property
            expenses during the construction phase of the project;

      o     regulatory and other obstacles encountered in the condominium
            conversion process;

      o     the number of pre-sold condominium units and the percentage of such
            units that are purchased by "speculators" who are purchasing such
            units for re-sale (because such re-sales could potentially compete
            with sales of un-sold condominium units); and


                                       45



      o     the "absorption rate" of condominium units of the price, quality and
            character of the subject units in the markets where the condominium
            conversion property is located; and the developer's track record in
            successfully completing and marketing similar projects.

      Cooperatively-Owned Apartment Buildings. Some multifamily properties are
owned or leased by cooperative corporations. In general, each shareholder in the
corporation is entitled to occupy a particular apartment unit under a long-term
proprietary lease or occupancy agreement.

      A tenant/shareholder of a cooperative corporation must make a monthly
maintenance payment to the corporation. The monthly maintenance payment
represents a tenant/shareholder's pro rata share of the corporation's--

      o     mortgage loan payments,

      o     real property taxes,

      o     maintenance expenses, and

      o     other capital and ordinary expenses of the property.

These monthly maintenance payments are in addition to any payments of principal
and interest the tenant/shareholder must make on any loans of the
tenant/shareholder secured by its shares in the corporation.

      A cooperative corporation is directly responsible for building maintenance
and payment of real estate taxes and hazard and liability insurance premiums. A
cooperative corporation's ability to meet debt service obligations on a mortgage
loan secured by, and to pay all other operating expenses of, the cooperatively
owned property depends primarily upon the receipt of--

      o     maintenance payments from the tenant/shareholders, and

      o     any rental income from units or commercial space that the
            cooperative corporation might control.

      A cooperative corporation may have to impose special assessments on the
tenant/shareholders in order to pay unanticipated expenditures. Accordingly, a
cooperative corporation is highly dependent on the financial well being of its
tenant/shareholders. A cooperative corporation's ability to pay the amount of
any balloon payment due at the maturity of a mortgage loan secured by the
cooperatively owned property depends primarily on its ability to refinance the
property.

      In a typical cooperative conversion plan, the owner of a rental apartment
building contracts to sell the building to a newly formed cooperative
corporation. Shares are allocated to each apartment unit by the owner or
sponsor. The current tenants have a specified period to subscribe at prices
discounted from the prices to be offered to the public after that period. As
part of the consideration for the sale, the owner or sponsor receives all the
unsold shares of the cooperative corporation. In general the sponsor controls
the corporation's board of directors and management for a limited period of
time. If the sponsor holds the shares allocated to a large number of apartment
units, the lender on a mortgage loan secured by a cooperatively owned property
may be adversely affected by a decline in the creditworthiness of the sponsor.


                                       46



      Many cooperative conversion plans are non-eviction plans. Under a
non-eviction plan, a tenant at the time of conversion who chooses not to
purchase shares is entitled to reside in its apartment unit as a subtenant from
the owner of the shares allocated to that unit. Any applicable rent control or
rent stabilization laws would continue to be applicable to the subtenancy. In
addition, the subtenant may be entitled to renew its lease for an indefinite
number of years with continued protection from rent increases above those
permitted by any applicable rent control and rent stabilization laws. The
owner/shareholder is responsible for the maintenance payments to the cooperative
corporation without regard to whether it receives rent from the subtenant or
whether the rent payments are lower than maintenance payments on the unit.
Newly-formed cooperative corporations typically have the greatest concentration
of non tenant/shareholders.

      Retail Properties. The term "retail property" encompasses a broad range of
properties at which businesses sell consumer goods and other products and
provide various entertainment, recreational or personal services to the general
public. Some examples of retail properties include--

      o     shopping centers,

      o     factory outlet centers,

      o     malls,

      o     automotive sales and service centers,

      o     consumer oriented businesses,

      o     department stores,

      o     grocery stores,

      o     convenience stores,

      o     specialty shops,

      o     gas stations,

      o     movie theaters,

      o     fitness centers,

      o     bowling alleys,

      o     salons, and

      o     dry cleaners.

      Unless owner occupied, retail properties generally derive all or a
substantial percentage of their income from lease payments from commercial
tenants. Therefore, it is important for the owner of a retail property to
attract and keep tenants, particularly significant tenants, that are able to
meet their lease obligations. In order to attract tenants, the owner of a retail
property may be required to--

      o     lower rents;

      o     grant a potential tenant a free rent or reduced rent period;


                                       47



      o     improve the condition of the property generally; or

      o     make at its own expense, or grant a rent abatement to cover, tenant
            improvements for a potential tenant.

      A prospective tenant will also be interested in the number and type of
customers that it will be able to attract at a particular retail property. The
ability of a tenant at a particular retail property to attract customers will be
affected by a number of factors related to the property and the surrounding
area, including--

      o     competition from other retail properties;

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

      o     perceptions regarding the safety of the surrounding area;

      o     demographics of the surrounding area;

      o     the strength and stability of the local, regional and national
            economies;

      o     traffic patterns and access to major thoroughfares;

      o     the visibility of the property;

      o     availability of parking;

      o     the particular mixture of the goods and services offered at the
            property;

      o     customer tastes, preferences and spending patterns; and

      o     the drawing power of other tenants.

      The success of a retail property is often dependent on the success of its
tenants' businesses. A significant component of the total rent paid by tenants
of retail properties is often tied to a percentage of gross sales or revenues.
Declines in sales or revenues of the tenants will likely cause a corresponding
decline in percentage rents and/or impair the tenants' ability to pay their rent
or other occupancy costs. A default by a tenant under its lease could result in
delays and costs in enforcing the landlord's rights. Retail properties would be
directly and adversely affected by a decline in the local economy and reduced
consumer spending.

      Repayment of a mortgage loan secured by a retail property will be affected
by the expiration of space leases at the property and the ability of the
borrower to renew or relet the space on comparable terms. Even if vacant space
is successfully relet, the costs associated with reletting, including tenant
improvements, leasing commissions and free rent, may be substantial and could
reduce cash flow from a retail property.

      The presence or absence of an anchor tenant in a multi-tenanted retail
property can be important. Anchor tenants play a key role in generating customer
traffic and making the center desirable for other tenants. An anchor tenant is,
in general, a retail tenant whose space is substantially larger in size than
that of other tenants at the same retail property and whose operation is vital
in attracting customers to the property. At some retail properties, the anchor
tenant owns the space it occupies. In those cases where the property owner does
not control the space occupied by the anchor tenant, the property owner may not
be able to take actions with


                                       48



respect to the space that it otherwise typically would, such as granting
concessions to retain an anchor tenant or removing an ineffective anchor tenant.
In some cases, an anchor tenant may cease to operate at the property, thereby
leaving its space unoccupied even though it continues to own or pay rent on the
vacant space. If an anchor tenant ceases operations at a retail property, other
tenants at the property may be entitled to terminate their leases prior to the
scheduled termination date or to pay rent at a reduced rate for the remaining
term of the lease.

      Various factors will adversely affect the economic performance of an
anchored retail property, including:

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

      o     termination of an anchor tenant's lease;

      o     the bankruptcy or economic decline of an anchor tenant or a
            self-owned anchor;

      o     the cessation of the business of a self-owned anchor or of an anchor
            tenant, notwithstanding its continued ownership of the previously
            occupied space or its continued payment of rent, as the case may be;
            or

      o     a loss of an anchor tenant's ability to attract shoppers.

      Retail properties may also face competition from sources outside a given
real estate market or with lower operating costs. For example, all of the
following compete with more traditional department stores and specialty shops
for consumer dollars:

      o     factory outlet centers;

      o     discount shopping centers and clubs;

      o     catalogue retailers;

      o     television shopping networks and programs;

      o     internet web sites; and

      o     telemarketing.

      Similarly, home movie rentals and pay-per-view movies provide alternate
sources of entertainment to movie theaters. Continued growth of these
alternative retail outlets and entertainment sources, which are often
characterized by lower operating costs, could adversely affect the rents
collectible at retail properties.

      Gas stations, automotive sales and service centers and dry cleaners also
pose unique environmental risks because of the nature of their businesses and
the types of products used or sold in those businesses.

      Office Properties. Factors affecting the value and operation of an office
property include:


      o     the number and quality of the tenants, particularly significant
            tenants, at the property;

      o     the physical attributes of the building in relation to competing
            buildings;

      o     the location of the property with respect to the central business
            district or population centers;


                                       49



      o     demographic trends within the metropolitan area to move away from or
            towards the central business district;

      o     social trends combined with space management trends, which may
            change towards options such as telecommuting or hoteling to satisfy
            space needs;

      o     tax incentives offered to businesses or property owners by cities or
            suburbs adjacent to or near where the building is located;

      o     local competitive conditions, such as the supply of office space or
            the existence or construction of new competitive office buildings;

      o     the quality and philosophy of building management;

      o     access to mass transportation; and

      o     changes in zoning laws.

      Office properties may be adversely affected by an economic decline in the
business operated by their tenants. The risk associated with that economic
decline is increased if revenue is dependent on a single tenant or if there is a
significant concentration of tenants in a particular business or industry.

      Office properties are also subject to competition with other office
properties in the same market. Competitive factors affecting an office property
include:

      o     rental rates;

      o     the building's age, condition and design, including floor sizes and
            layout;

      o     access to public transportation and availability of parking; and

      o     amenities offered to its tenants, including sophisticated building
            systems, such as fiber optic cables, satellite communications or
            other base building technological features.

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

      The success of an office property also depends on the local economy.
Factors influencing a company's decision to locate in a given area include:

      o     the cost and quality of labor;

      o     tax incentives; and

      o     quality of life matters, such as schools and cultural amenities.

      The strength and stability of the local or regional economy will affect an
office property's ability to attract stable tenants on a consistent basis. A
central business district may have a substantially different economy from that
of a suburb.

      Hospitality Properties. Hospitality properties may involve different types
of hotels and motels, including:

      o     full service hotels;


                                       50



      o     resort hotels with many amenities;

      o     limited service hotels;

      o     hotels and motels associated with national or regional franchise
            chains;

      o     hotels that are not affiliated with any franchise chain but may have
            their own brand identity; and

      o     other lodging facilities.

      Factors affecting the economic performance of a hospitality property
include:

      o     the location of the property and its proximity to major population
            centers or attractions;

      o     the seasonal nature of business at the property;

      o     the level of room rates relative to those charged by competitors;

      o     quality and perception of the franchise affiliation;

      o     economic conditions, either local, regional or national, which may
            limit the amount that can be charged for a room and may result in a
            reduction in occupancy levels;

      o     the existence or construction of competing hospitality properties;

      o     nature and quality of the services and facilities;

      o     financial strength and capabilities of the owner and operator;

      o     the need for continuing expenditures for modernizing, refurbishing
            and maintaining existing facilities;

      o     increases in operating costs, which may not be offset by increased
            room rates;

      o     the property's dependence on business and commercial travelers and
            tourism; and

      o     changes in travel patterns caused by changes in access, energy
            prices, labor strikes, relocation of highways, the reconstruction of
            additional highways or other factors.

      Because limited service hotels and motels are relatively quick and
inexpensive to construct and may quickly reflect a positive value, an
over-building of these hotels and motels could occur in any given region, which
would likely adversely affect occupancy and daily room rates. Further, because
rooms at hospitality properties are generally rented for short periods of time,
hospitality properties tend to be more sensitive to adverse economic conditions
and competition than many other types of commercial properties. Additionally,
the revenues of some hospitality properties, particularly those located in
regions whose economies depend upon tourism, may be highly seasonal in nature.

      Hospitality properties may be operated under franchise agreements. The
continuation of a franchise is typically subject to specified operating
standards and other terms and conditions. The franchisor periodically inspects
its licensed properties to confirm adherence to its operating standards. The
failure of the hospitality property to maintain those standards or adhere to
those other terms and conditions could result in the loss or cancellation of the
franchise license. It is possible that the franchisor could condition the
continuation of a franchise license on the


                                       51



completion of capital improvements or the making of capital expenditures that
the owner of the hospitality property determines are too expensive or are
otherwise unwarranted in light of the operating results or prospects of the
property. In that event, the owner of the hospitality property may elect to
allow the franchise license to lapse. In any case, if the franchise is
terminated, the owner of the hospitality property may seek to obtain a suitable
replacement franchise or to operate property independently of a franchise
license. The loss of a franchise license could have a material adverse effect
upon the operations or value of the hospitality property because of the loss of
associated name recognition, marketing support and centralized reservation
systems provided by the franchisor.

      The viability of any hospitality property that is a franchise of a
national or a regional hotel or motel chain is dependent upon:

      o     the continued existence and financial strength of the franchisor;

      o     the public perception of the franchise service mark; and

      o     the duration of the franchise licensing agreement.

      The transferability of franchise license agreements may be restricted. The
consent of the franchisor would be required for the continued use of the
franchise license by the hospitality property following a foreclosure.
Conversely, a lender may be unable to remove a franchisor that it desires to
replace following a foreclosure. Further, in the event of a foreclosure on a
hospitality property, the lender or other purchaser of the hospitality property
may not be entitled to the rights under any associated liquor license. That
party would be required to apply in its own right for a new liquor license.
There can be no assurance that a new license could be obtained or that it could
be obtained promptly.

      Casino Properties. Factors affecting the economic performance of a casino
property include:

      o     location, including proximity to or easy access from major
            population centers;

      o     appearance;

      o     economic conditions, either local, regional or national, which may
            limit the amount of disposable income that potential patrons may
            have for gambling;

      o     the existence or construction of competing casinos;

      o     dependence on tourism; and

      o     local or state governmental regulation.

      Competition among major casinos may involve attracting patrons by--

      o     providing alternate forms of entertainment, such as performers and
            sporting events, and

      o     offering low-priced or free food and lodging.

      Casino owners may expend substantial sums to modernize, refurbish and
maintain existing facilities.

      Because of their dependence on disposable income of patrons, casino
properties are likely to respond quickly to a downturn in the economy.


                                       52



      The ownership and operation of casino properties is often subject to local
or state governmental regulation. A government agency or authority may have
jurisdiction over or influence with respect to the foreclosure of a casino
property or the bankruptcy of its owner or operator. In some jurisdictions, it
may be necessary to receive governmental approval before foreclosing, thereby
resulting in substantial delays to a lender. Gaming licenses are not
transferable, including in connection with a foreclosure. There can be no
assurance that a lender or another purchaser in foreclosure or otherwise will be
able to obtain the requisite approvals to continue operating the foreclosed
property as a casino.

      Any jurisdiction that currently allows legalized gambling could pass
legislation banning it.

      The loss of a gaming license for any reason would have a material adverse
effect on the value of a casino property.

      Health Care-Related Properties. Health-care related properties include

      o     hospitals;

      o     skilled nursing facilities;

      o     nursing homes;

      o     congregate care facilities; and

      o     in some cases, assisted living centers and housing for seniors.

      Health care-related facilities, particularly nursing homes, may receive a
substantial portion of their revenues from government reimbursement programs,
primarily Medicaid and Medicare. Medicaid and Medicare are subject to

      o     statutory and regulatory changes;

      o     retroactive rate adjustments;

      o     administrative rulings;

      o     policy interpretations;

      o     delays by fiscal intermediaries; and

      o     government funding restrictions.

All of the foregoing can adversely affect revenues from the operation a health
care-related facility. Moreover, governmental payors have employed
cost-containment measures that limit payments to health care providers. In
addition, there are currently under consideration various proposals for national
health care relief that could further limit these payments.

      Providers of long-term nursing care and other medical services are highly
regulated by federal, state and local law. They are subject to numerous factors
which can increase the cost of operation, limit growth and, in extreme cases,
require or result in suspension or cessation of operations, including:

      o     federal and state licensing requirements;

      o     facility inspections;


                                       53



      o     rate setting;

      o     reimbursement policies; and

      o     laws relating to the adequacy of medical care, distribution of
            pharmaceuticals, use of equipment, personnel operating policies and
            maintenance of and additions to facilities and services.

      Under applicable federal and state laws and regulations, Medicare and
Medicaid reimbursements generally may not be made to any person other than the
provider who actually furnished the related material goods and services.
Accordingly, in the event of foreclosure on a health care-related facility,
neither a lender nor other subsequent lessee or operator of the property would
generally be entitled to obtain from federal or state governments any
outstanding reimbursement payments relating to services furnished at the
property prior to foreclosure. Furthermore, in the event of foreclosure, there
can be no assurance that a lender or other purchaser in a foreclosure sale would
be entitled to the rights under any required licenses and regulatory approvals.
The lender or other purchaser may have to apply in its own right for those
licenses and approvals. There can be no assurance that a new license could be
obtained or that a new approval would be granted.

      Health care-related facilities are generally special purpose properties
that could not be readily converted to general residential, retail or office
use. This will adversely affect their liquidation value. Furthermore, transfers
of health care-related facilities are subject to regulatory approvals under
state, and in some cases federal, law not required for transfers of most other
types of commercial properties.

      Industrial Properties. Industrial properties may be adversely affected by
reduced demand for industrial space occasioned by a decline in a particular
industry segment and/or by a general slowdown in the economy. In addition, an
industrial property that suited the particular needs of its original tenant may
be difficult to relet to another tenant or may become functionally obsolete
relative to newer properties.

      The value and operation of an industrial property depends on:

      o     the location of the property, the desirability of which in a
            particular instance may depend on--

            1.    availability of labor services,

            2.    proximity to supply sources and customers, and

            3.    accessibility to various modes of transportation and shipping,
                  including railways, roadways, airline terminals and ports;

      o     the building design of the property, the desirability of which in a
            particular instance may depend on--

            1.    ceiling heights,

            2.    column spacing,


                                       54



            3.    number and depth of loading bays,

            4.    divisibility,

            5.    floor loading capacities,

            6.    truck turning radius,

            7.    overall functionality, and

            8.    adaptability of the property, because industrial tenants often
                  need space that is acceptable for highly specialized
                  activities; and

      o     the quality and creditworthiness of individual tenants, because
            industrial properties frequently have higher tenant concentrations.

      Industrial properties are generally special purpose properties that could
not be readily converted to general residential, retail or office use. This will
adversely affect their liquidation value.

      Warehouse, Mini-Warehouse and Self-Storage Facilities. Warehouse,
mini-warehouse and self-storage properties are considered vulnerable to
competition because both acquisition costs and break-even occupancy are
relatively low. In addition, it would require substantial capital expenditures
to convert a warehouse, mini-warehouse or self-storage property to an
alternative use. This will materially impair the liquidation value of the
property if its operation for storage purposes becomes unprofitable due to
decreased demand, competition, age of improvements or other factors.

      Successful operation of a warehouse, mini-warehouse or self storage
property depends on--

      o     building design,

      o     location and visibility,

      o     tenant privacy,

      o     efficient access to the property,

      o     proximity to potential users, including apartment complexes or
            commercial users,

      o     services provided at the property, such as security,

      o     age and appearance of the improvements, and

      o     quality of management.

      Restaurants and Taverns. Factors affecting the economic viability of
individual restaurants, taverns and other establishments that are part of the
food and beverage service industry include:

      o     competition from facilities having businesses similar to a
            particular restaurant or tavern;

      o     perceptions by prospective customers of safety, convenience,
            services and attractiveness;

      o     the cost, quality and availability of food and beverage products;


                                       55



      o     negative publicity, resulting from instances of food contamination,
            food-borne illness and similar events;

      o     changes in demographics, consumer habits and traffic patterns;

      o     the ability to provide or contract for capable management; and

      o     retroactive changes to building codes, similar ordinances and other
            legal requirements.

      Adverse economic conditions, whether local, regional or national, may
limit the amount that may be charged for food and beverages and the extent to
which potential customers dine out. Because of the nature of the business,
restaurants and taverns tend to respond to adverse economic conditions more
quickly than do many other types of commercial properties. Furthermore, the
transferability of any operating, liquor and other licenses to an entity
acquiring a bar or restaurant, either through purchase or foreclosure, is
subject to local law requirements.

      The food and beverage service industry is highly competitive. The
principal means of competition are--

      o     market segment,

      o     product,

      o     price,

      o     value,

      o     quality,

      o     service,

      o     convenience,

      o     location, and

      o     the nature and condition of the restaurant facility.

      A restaurant or tavern operator competes with the operators of comparable
establishments in the area in which its restaurant or tavern is located. Other
restaurants could have--

      o     lower operating costs,

      o     more favorable locations,

      o     more effective marketing,

      o     more efficient operations, or

      o     better facilities.

      The location and condition of a particular restaurant or tavern will
affect the number of customers and, to an extent, the prices that may be
charged. The characteristics of an area or neighborhood in which a restaurant or
tavern is located may change over time or in relation to competing facilities.
Also, the cleanliness and maintenance at a restaurant or tavern will affect its
appeal to customers. In the case of a regionally- or nationally-known chain
restaurant, there


                                       56



may be costly expenditures for renovation, refurbishment or expansion,
regardless of its condition.

      Factors affecting the success of a regionally- or nationally-known chain
restaurant include:

      o     actions and omissions of any franchisor, including management
            practices that--

            1.    adversely affect the nature of the business, or

            2.    require renovation, refurbishment, expansion or other
                  expenditures;

      o     the degree of support provided or arranged by the franchisor,
            including its franchisee organizations and third-party providers of
            products or services; and

      o     the bankruptcy or business discontinuation of the franchisor or any
            of its franchisee organizations or third-party providers.

      Chain restaurants may be operated under franchise agreements. Those
agreements typically do not contain provisions protective of lenders. A
borrower's rights as franchisee typically may be terminated without informing
the lender, and the borrower may be precluded from competing with the franchisor
upon termination. In addition, a lender that acquires title to a restaurant site
through foreclosure or similar proceedings may be restricted in the use of the
site or may be unable to succeed to the rights of the franchisee under the
related franchise agreement. The transferability of a franchise may be subject
to other restrictions. Also, federal and state franchise regulations may impose
additional risk, including the risk that the transfer of a franchise acquired
through foreclosure or similar proceedings may require registration with
governmental authorities or disclosure to prospective transferees.

      Manufactured Housing Communities, Mobile Home Parks and Recreational
Vehicle Parks. Manufactured housing communities and mobile home parks consist of
land that is divided into "spaces" or "home sites" that are primarily leased to
owners of the individual mobile homes or other housing units. The home owner
often invests in site-specific improvements such as carports, steps, fencing,
skirts around the base of the home, and landscaping. The land owner typically
provides private roads within the park, common facilities and, in many cases,
utilities. Due to relocation costs and, in some cases, demand for home sites,
the value of a mobile home or other housing unit in place in a manufactured
housing community or mobile home park is generally higher, and can be
significantly higher, than the value of the same unit not placed in a
manufactured housing community or mobile home park. As a result, a well-operated
manufactured housing community or mobile home park that has achieved stabilized
occupancy is typically able to maintain occupancy at or near that level. For the
same reason, a lender that provided financing for the home of a tenant who
defaulted in his or her space rent generally has an incentive to keep rental
payments current until the home can be resold in place, rather than to allow the
unit to be removed from the park. In general, the individual mobile homes and
other housing units will not constitute collateral for a mortgage loan
underlying a series of offered certificates.

      Recreational vehicle parks lease spaces primarily or exclusively for motor
homes, travel trailers and portable truck campers, primarily designed for
recreational, camping or travel use. In general, parks that lease recreational
vehicle spaces can be viewed as having a less stable


                                       57



tenant population than parks occupied predominantly by mobile homes. However, it
is not unusual for the owner of a recreational vehicle to leave the vehicle at
the park on a year-round basis or to use the vehicle as low cost housing and
reside in the park indefinitely.

      Factors affecting the successful operation of a manufactured housing
community, mobile home park or recreational vehicle park include:

      o     location of the manufactured housing property;

      o     the number of comparable competing properties in the local market;

      o     the age, appearance and reputation of the property;

      o     the quality of management; and

      o     the types of facilities and services it provides.

      Manufactured housing communities and mobile home parks also compete
against alternative forms of residential housing, including--

      o     multifamily rental properties,

      o     cooperatively-owned apartment buildings,

      o     condominium complexes, and

      o     single-family residential developments.

      Recreational vehicle parks also compete against alternative forms of
recreation and short-term lodging, such as staying at a hotel at the beach.

      Manufactured housing communities, mobile home parks and recreational
vehicle parks are special purpose properties that could not be readily converted
to general residential, retail or office use. This will adversely affect the
liquidation value of the property if its operation as a manufactured housing
community, mobile home park or recreational vehicle park, as the case may be,
becomes unprofitable due to competition, age of the improvements or other
factors.

      Some states regulate the relationship of an owner of a manufactured
housing community or mobile home park and its tenants in a manner similar to the
way they regulate the relationship between a landlord and tenant at a
multifamily rental property. In addition, some states also regulate changes in
the use of a manufactured housing community or mobile home park and require that
the owner give written notice to its tenants a substantial period of time prior
to the projected change.

      In addition to state regulation of the landlord-tenant relationship,
numerous counties and municipalities impose rent control on manufactured housing
communities and mobile home parks. These ordinances may limit rent increases to:

      o     fixed percentages,

      o     percentages of increases in the consumer price index,

      o     increases set or approved by a governmental agency, or

      o     increases determined through mediation or binding arbitration.


                                       58



      In many cases, the rent control laws either do not permit vacancy
decontrol or permit vacancy decontrol only in the relatively rare event that the
mobile home or manufactured housing unit is removed from the home site. Local
authority to impose rent control on manufactured housing communities and mobile
home parks is pre-empted by state law in some states and rent control is not
imposed at the state level in those states. In some states, however, local rent
control ordinances are not pre-empted for tenants having short-term or
month-to-month leases, and properties there may be subject to various forms of
rent control with respect to those tenants.

      Recreational and Resort Properties. Any mortgage loan underlying a series
of offered certificates may be secured by a golf course, marina, ski resort,
amusement park or other property used for recreational purposes or as a resort.
Factors affecting the economic performance of a property of this type include:

      o     the location and appearance of the property;

      o     the appeal of the recreational activities offered;

      o     the existence or construction of competing properties, whether are
            not they offer the same activities;

      o     the need to make capital expenditures to maintain, refurbish,
            improve and/or expand facilities in order to attract potential
            patrons;

      o     geographic location and dependence on tourism;

      o     changes in travel patterns caused by changes in energy prices,
            strikes, location of highways, construction of additional highways
            and similar factors;

      o     seasonality of the business, which may cause periodic fluctuations
            in operating revenues and expenses;

      o     sensitivity to weather and climate changes; and

      o     local, regional and national economic conditions.

      A marina or other recreational or resort property located next to water
will also be affected by various statutes and government regulations that govern
the use of, and construction on, rivers, lakes and other waterways.

      Because of the nature of the business, recreational and resort properties
tend to respond to adverse economic conditions more quickly than do many other
types of commercial properties.

      Recreational and resort properties are generally special purpose
properties that are not readily convertible to alternative uses. This will
adversely affect their liquidation value.

      Arenas and Stadiums. The success of an arena or stadium generally depends
on its ability to attract patrons to a variety of events, including:

      o     sporting events;

      o     musical events;

      o     theatrical events;


                                       59



      o     animal shows; and/or

      o     circuses.

      The ability to attract patrons is dependent on, among others, the
following factors:

      o     the appeal of the particular event;

      o     the cost of admission;

      o     perceptions by prospective patrons of the safety, convenience,
            services and attractiveness of the arena or stadium;

      o     perceptions by prospective patrons of the safety of the surrounding
            area; and

      o     the alternative forms of entertainment available in the particular
            locale.

      In some cases, an arena's or stadium's success will depend on its ability
to attract and keep a sporting team as a tenant. An arena or stadium may become
unprofitable, or unacceptable to a tenant of that type, due to decreased
attendance, competition and age of improvements. Often, substantial expenditures
must be made to modernize, refurbish and/or maintain existing facilities.

      Arenas and stadiums are special purpose properties which cannot be readily
convertible to alternative uses. This will adversely affect their liquidation
value.

      Churches and Other Religious Facilities. Churches and other religious
facilities generally depend on charitable donations to meet expenses and pay for
maintenance and capital expenditures. The extent of those donations is dependent
on the attendance at any particular religious facility and the extent to which
attendees are prepared to make donations, which is influenced by a variety of
social, political and economic factors. Donations may be adversely affected by
economic conditions, whether local, regional or national. Religious facilities
are special purpose properties that are not readily convertible to alternative
uses. This will adversely affect their liquidation value.

      Parking Lots and Garages. The primary source of income for parking lots
and garages is the rental fees charged for parking spaces. Factors affecting the
success of a parking lot or garage include:

      o     the number of rentable parking spaces and rates charged;

      o     the location of the lot or garage and, in particular, its proximity
            to places where large numbers of people work, shop or live;

      o     the amount of alternative parking spaces in the area;

      o     the availability of mass transit; and

      o     the perceptions of the safety, convenience and services of the lot
            or garage.

      Unimproved Land. The value of unimproved land is largely a function of its
potential use. This may depend on--

      o     its location,

      o     its size,


                                       60



      o     the surrounding neighborhood, and

      o     local zoning laws.

      Default and Loss Considerations with Respect to Commercial and Multifamily
Mortgage Loans. Mortgage loans secured by liens on income-producing properties
are substantially different from mortgage loans made on the security of
owner-occupied single-family homes. The repayment of a loan secured by a lien on
an income-producing property is typically dependent upon--

      o     the successful operation of the property, and

      o     its ability to generate income sufficient to make payments on the
            loan.

This is particularly true because most or all of the mortgage loans underlying
the offered certificates will be nonrecourse loans.

      The debt service coverage ratio of a multifamily or commercial mortgage
loan is an important measure of the likelihood of default on the loan. In
general, the debt service coverage ratio of a multifamily or commercial mortgage
loan at any given time is the ratio of--

      o     the amount of income derived or expected to be derived from the
            related real property for a twelve-month period that is available to
            pay debt service, to

      o     the annualized scheduled payments of principal and/or interest on
            the mortgage loan and any other senior loans that are secured by the
            related real property.

The amount described in the first bullet point of the preceding sentence is
often a highly subjective number based on a variety of assumptions regarding,
and adjustments to, revenues and expenses with respect to the related real
property. We will provide a more detailed discussion of its calculation in the
related prospectus supplement.

      The cash flow generated by a multifamily or commercial property will
generally fluctuate over time and may or may not be sufficient to--

      o     make the loan payments on the related mortgage loan,

      o     cover operating expenses, and

      o     fund capital improvements at any given time.

      Operating revenues of a nonowner occupied, income- producing property may
be affected by the condition of the applicable real estate market and/or area
economy. Properties leased, occupied or used on a short-term basis, such as--

      o     some health care-related facilities,

      o     hotels and motels,

      o     recreational vehicle parks, and

      o     mini-warehouse and self-storage facilities,


                                       61



tend to be affected more rapidly by changes in market or business conditions
than do properties typically leased for longer periods, such as--

      o     warehouses,

      o     retail stores,

      o     office buildings, and

      o     industrial facilities.

      Some commercial properties may be owner-occupied or leased to a small
number of tenants. Accordingly, the operating revenues may depend substantially
on the financial condition of the borrower or one or a few tenants. Mortgage
loans secured by liens on owner-occupied and single tenant properties may pose a
greater likelihood of default and loss than loans secured by liens on
multifamily properties or on multi-tenant commercial properties.

      Increases in property operating expenses can increase the likelihood of a
borrower default on a multifamily or commercial mortgage loan secured by the
property. Increases in property operating expenses may result from:

      o     increases in energy costs and labor costs;

      o     increases in interest rates and real estate tax rates; and

      o     changes in governmental rules, regulations and fiscal policies.

      Some net leases of commercial properties may provide that the lessee,
rather than the borrower/landlord, is responsible for payment of operating
expenses. However, a net lease will result in stable net operating income to the
borrower/landlord only if the lessee is able to pay the increased operating
expense while also continuing to make rent payments.

      Lenders also look to the loan-to-value ratio of a mortgage loan as a
factor in evaluating the likelihood of loss if a property is liquidated
following a default. In general, the loan-to-value ratio of a multifamily or
commercial mortgage loan at any given time is the ratio, expressed as a
percentage, of--

      o     the then outstanding principal balance of the mortgage loan and any
            other senior loans that are secured by the related real property, to

      o     the estimated value of the related real property based on an
            appraisal, a cash flow analysis, a recent sales price or another
            method or benchmark of valuation.

      A low loan-to-value ratio means the borrower has a large amount of its own
equity in the multifamily or commercial property that secures its loan. In these
circumstances--

      o     the borrower has a greater incentive to perform under the terms of
            the related mortgage loan in order to protect that equity, and

      o     the lender has greater protection against loss on liquidation
            following a borrower default.

      Loan-to-value ratios are not necessarily an accurate measure of the
likelihood of liquidation loss in a pool of multifamily and commercial mortgage
loans. For example, the value of a


                                       62



multifamily or commercial property as of the date of initial issuance of a
series of offered certificates may be less than the estimated value determined
at loan origination. The value of any real property, in particular a multifamily
or commercial property, will likely fluctuate from time to time. Moreover, even
a current appraisal is not necessarily a reliable estimate of value. Appraised
values of income-producing properties are generally based on--

      o     the market comparison method, which takes into account the recent
            resale value of comparable properties at the date of the appraisal;

      o     the cost replacement method, which takes into account the cost of
            replacing the property at the date of the appraisal;

      o     the income capitalization method, which takes into account the
            property's projected net cash flow; or

      o     a selection from the values derived from the foregoing methods.

            Each of these appraisal methods presents analytical difficulties.
            For example,

      o     it is often difficult to find truly comparable properties that have
            recently been sold;

      o     the replacement cost of a property may have little to do with its
            current market value; and

      o     income capitalization is inherently based on inexact projections of
            income and expense and the selection of an appropriate
            capitalization rate and discount rate.

      If more than one appraisal method is used and significantly different
results are produced, an accurate determination of value and, correspondingly, a
reliable analysis of the likelihood of default and loss, is even more difficult.

      The value of a multifamily or commercial property will be affected by
property performance. As a result, if a multifamily or commercial mortgage loan
defaults because the income generated by the related property is insufficient to
pay operating costs and expenses as well as debt service, then the value of the
property will decline and a liquidation loss may occur.

      We believe that the foregoing considerations are important factors that
generally distinguish mortgage loans secured by liens on income-producing real
estate from single-family mortgage loans. However, the originators of the
mortgage loans underlying your offered certificates may not have considered all
of those factors for all or any of those loans.

      See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan
Depends on the Performance and Value of the Underlying Real Property, Which May
Decline Over Time, and the Related Borrower's Ability to Refinance the Property,
of Which There Is No Assurance."

      Payment Provisions of the Mortgage Loans. Each of the mortgage loans
included in one of our trusts will have the following features:

      o     an original term to maturity of not more than approximately 40
            years; and

      o     scheduled payments of principal, interest or both, to be made on
            specified dates, that occur monthly, bi-monthly, quarterly,
            semi-annually, annually or at some other interval.

      A mortgage loan included in one of our trusts may also include terms that:


                                       63



      o     provide for the accrual of interest at a mortgage interest rate that
            is fixed over its term, that resets on one or more specified dates
            or that otherwise adjusts from time to time;

      o     provide for the accrual of interest at a mortgage interest rate that
            may be converted at the borrower's election from an adjustable to a
            fixed interest rate or from a fixed to an adjustable interest rate;

      o     provide for no accrual of interest;

      o     provide for level payments to stated maturity, for payments that
            reset in amount on one or more specified dates or for payments that
            otherwise adjust from time to time to accommodate changes in the
            coupon rate or to reflect the occurrence of specified events;

      o     be fully amortizing or, alternatively, may be partially amortizing
            or nonamortizing, with a substantial payment of principal due on its
            stated maturity date;

      o     permit the negative amortization or deferral of accrued interest;

      o     permit defeasance and the release of the real property collateral in
            connection with that defeasance; and/or

      o     prohibit some or all voluntary prepayments or require payment of a
            premium, fee or charge in connection with those prepayments.

      Mortgage Loan Information in Prospectus Supplements. We will describe in
the related prospectus supplement the characteristics of the mortgage loans that
we will include in any of our trusts. In general, we will provide in the related
prospectus supplement, among other items, the following information on the
particular mortgage loans in one of our trusts:

      o     the total outstanding principal balance and the largest, smallest
            and average outstanding principal balance of the mortgage loans;

      o     the type or types of property that provide security for repayment of
            the mortgage loans;

      o     the earliest and latest origination date and maturity date of the
            mortgage loans;

      o     the original and remaining terms to maturity of the mortgage loans,
            or the range of each of those terms to maturity, and the weighted
            average original and remaining terms to maturity of the mortgage
            loans;

      o     loan-to-value ratios of the mortgage loans either at origination or
            as of a more recent date, or the range of those loan-to-value
            ratios, and the weighted average of those loan-to-value ratios;

      o     the mortgage interest rates of the mortgage loans, or the range of
            those mortgage interest rates, and the weighted average mortgage
            interest rate of the mortgage loans;

      o     if any mortgage loans have adjustable mortgage interest rates, the
            index or indices upon which the adjustments are based, the
            adjustment dates, the range of gross margins and the weighted
            average gross margin, and any limits on mortgage interest rate
            adjustments at the time of any adjustment and over the life of the
            loan. The interest rate of any mortgage loan that bears interest at
            an adjustable interest rate will be based on an index (which may be
            increased or decreased by a specified margin, and/or subject to a
            cap or floor), which may be the London interbank offered rate for
            one month, three month, six month, or one-


                                       64



            year U.S. dollar deposits or may be another index, which in each
            case will be specified in the related prospectus supplement and will
            be an index reflecting interest paid on a debt, and will not be a
            commodities or securities index;

      o     information on the payment characteristics of the mortgage loans,
            including applicable prepayment restrictions;

      o     debt service coverage ratios of the mortgage loans either at
            origination or as of a more recent date, or the range of those debt
            service coverage ratios, and the weighted average of those debt
            service coverage ratios; and

      o     the geographic distribution of the properties securing the mortgage
            loans on a state-by-state (or other jurisdiction) basis.

      If 10% or more of the pool assets are or will be located in any one state,
we will describe in the related prospectus supplement any economic or other
factors specific to such state that may materially impact those pool assets or
the cash flows from those pool assets.

      If any mortgage loan, or group of related mortgage loans, included in one
of our trusts represents a material concentration of credit risk, we will
include in the related prospectus supplement financial statements or other
financial information on the related real property or properties as required
under the Securities Act and the Exchange Act.

MORTGAGE-BACKED SECURITIES

      The mortgage backed-securities underlying a series of offered certificates
may include:

      o     mortgage pass-through certificates, collateralized mortgage
            obligations or other mortgage-backed securities that are not insured
            or guaranteed by any governmental agency or instrumentality, or

      o     certificates issued and/or insured or guaranteed by Freddie Mac,
            Fannie Mae, Ginnie Mae, Farmer Mac, or another federal or state
            governmental agency or instrumentality.

      In addition, each of those mortgage-backed securities will directly or
indirectly evidence an interest in, or be secured by a pledge of, multifamily
and/or commercial mortgage loans.

      We will not include a mortgage-backed security among the trust assets with
respect to any series of offered certificates unless the mortgage-backed
security has been registered under the Securities Act of 1933, as amended, or
each of the following are true:

      o     neither the issuer of the mortgage-backed security nor any of its
            affiliates has a direct or indirect agreement, arrangement,
            relationship or understanding relating to the mortgage-backed
            security and the related series of securities to be issued;

      o     neither the issuer of the mortgage-backed security nor any of its
            affiliates is an affiliate of us, the sponsor, the issuing entity or
            underwriter of the related series of securities to be issued; and

      o     we would be free to publicly resell the mortgage-backed security
            without registration under that Act.


                                       65



      We will describe in the related prospectus supplement the characteristics
of the mortgage-backed securities that we will include in any of our trusts. In
general, we will provide in the related prospectus supplement, among other
items, the following information on the particular mortgage-backed securities
included in one of our trusts:

      o     the initial and outstanding principal amount(s) and type of the
            securities;

      o     the original and remaining term(s) to stated maturity of the
            securities;

      o     the pass-through or bond rate(s) of the securities or the formula
            for determining those rate(s);

      o     the payment characteristics of the securities;

      o     the identity of the issuer(s), servicer(s) and trustee(s) for the
            securities;

      o     a description of the related credit support, if any;

      o     the type of mortgage loans underlying the securities;

      o     the circumstances under which the related underlying mortgage loans,
            or the securities themselves, may be purchased prior to maturity;

      o     the terms and conditions for substituting mortgage loans backing the
            securities; and

      o     the characteristics of any agreements or instruments providing
            interest rate protection to the securities.

      With respect to any mortgage-backed security included in one of our
trusts, we will provide in our reports filed under the Securities Exchange Act
of 1934, as amended, the same information regarding the security as is provided
by the issuer of the security in its own reports filed under that Act, if the
security was publicly offered, or in the reports the issuer of the security
provides to the related trustee, if the security was privately issued.

SUBSTITUTION, ACQUISITION AND REMOVAL OF MORTGAGE ASSETS

      If and to the extent described in the related prospectus supplement, we, a
mortgage asset seller or another specified person or entity may make or assign
to or for the benefit of one of our trusts, various representations and
warranties, or may be obligated to deliver to one of our trusts various
documents, in either case relating to some or all of the mortgage assets
transferred to that trust. A material breach of one of those representations and
warranties or a failure to deliver a material document (or the failure to
deliver such document without a material defect) 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 assets(s) that satisfy the
criteria specified in the related prospectus supplement.

      If so specified in the related prospectus supplement, we or another
specified person or entity may be permitted, at our or its option, to purchase a
defaulted mortgage loan from the trust fund at a price equal to its outstanding
principal balance plus accrued interest thereon, or at its fair market value,
subject to the conditions specified in that prospectus supplement. In addition,
the master servicer or special servicer may be required to sell a defaulted
mortgage loan.


                                       66



      No replacement of mortgage assets or acquisition of new mortgage assets
will be permitted if it would result in a qualification, downgrade or withdrawal
of the then-current rating assigned by any rating agency to any class of
affected offered certificates.

      Further, if so specified in the related prospectus supplement, a
certificateholder of a series of certificates that includes offered certificates
may exchange the certificates it holds for one or more of the mortgage loans or
mortgage-backed securities constituting part of the mortgage pool underlying
those certificates. We will describe in the related prospectus supplement the
circumstances under which the exchange may occur.

      If a series of offered certificates involves a prefunding period, then we
will indicate in the related prospectus supplement, among other things, (i) the
term or duration of the prefunding period and the amount of proceeds to be
deposited in the prefunding account and the percentage of the mortgage asset
pool represented by those proceeds and (ii) any limitation on the ability to add
pool assets. Any prefunding period will not extend for more than one year from
the date of issuance of the related certificates and the portion of the proceeds
for the related prefunding account will not involve in excess of 50% of the
proceeds of the offering of the related certificates.

UNDELIVERED MORTGAGE ASSETS

      In general, the total outstanding principal balance of the mortgage assets
transferred by us to any particular trust will equal or exceed the initial total
outstanding principal balance of the related series of certificates. In the
event that the total outstanding principal balance of the related mortgage
assets initially delivered by us to the related trustee is less than the initial
total outstanding principal balance of any series of certificates, we may
deposit or arrange for the deposit of cash or liquid investments on an interim
basis with the related trustee to cover the shortfall. For 90 days following the
date of initial issuance of that series of certificates, we will be entitled to
obtain a release of the deposited cash or investments if we deliver or arrange
for delivery of a corresponding amount of mortgage assets. If we fail, however,
to deliver mortgage assets sufficient to make up the entire shortfall, any of
the cash or, following liquidation, investments remaining on deposit with the
related trustee will be used by the related trustee to pay down the total
principal balance of the related series of certificates, as described in the
related prospectus supplement.

ACCOUNTS

      The trust assets underlying a series of offered certificates will include
one or more accounts established and maintained on behalf of the holders. All
payments and collections received or advanced on the mortgage assets and other
trust assets will be deposited and held in those accounts. We will identify and
describe those accounts, and will further describe the deposits to and
withdrawals from those accounts, in the related prospectus supplement.

CREDIT SUPPORT

      The holders of any class of offered certificates may be the beneficiaries
of credit support designed to protect them partially or fully against all or
particular defaults and losses on the


                                       67



related mortgage assets. The types of credit support that may benefit the
holders of a class of offered certificates include:

      o     the subordination or one or more other classes of certificates of
            the same series;

      o     a letter of credit;

      o     a surety bond;

      o     an insurance policy;

      o     a guarantee; or

      o     a reserve fund.

      In the related prospectus supplement, we will describe the amount and
terms of any credit support benefiting the holders of a class of offered
certificates.

ARRANGEMENTS PROVIDING REINVESTMENT, INTEREST RATE AND CURRENCY RELATED
PROTECTION

      The trust assets for a series of offered certificates may include
guaranteed investment contracts in accordance with which moneys held in the
funds and accounts established for that series will be invested at a specified
rate. Those trust assets may also include:

      o     interest rate exchange agreements;

      o     interest rate cap agreements;

      o     interest rate floor agreements;

      o     interest rate collar agreements; or

      o     currency exchange agreements.

      Generally, an interest rate exchange agreement is a contract between two
parties to pay and receive, with a set frequency, interest payments determined
by applying the differential between two interest rates to an agreed upon
notional principal. Generally, an interest rate cap agreement is a contract
pursuant to which one party agrees to reimburse another party for a floating
rate interest payment obligation, to the extent that the rate payable at any
time exceeds a specified cap. Generally, an interest rate floor agreement is a
contract pursuant to which one party agrees to reimburse another party in the
event that amounts owing to the latter party under a floating rate interest
payment obligation are payable at a rate which is less than a specified floor.
Generally an interest rate collar agreement is a combination of an interest rate
cap and interest rate floor agreement. Generally, a currency exchange agreement
is a contract between two parties to exchange future payments in one currency
for future payments in another currency. In the related prospectus supplement,
we will describe any such agreements. If applicable, we will also identify any
obligor under the agreements. The Depositor will not include in any trust fund
any derivative agreement that could be used to create a non asset-backed product
whose payment would be based primarily by reference to something other than the
performance of the mortgage assets and other financial assets in the trust fund.


                                       68



                        YIELD AND MATURITY CONSIDERATIONS

GENERAL

            The yield on your offered certificates will depend on--

      o     the price you paid for your offered certificates,

      o     the pass-through rate on your offered certificates,

      o     the amount and timing of payments on your offered certificates.

      The following discussion contemplates a trust established by us that
consists only of mortgage loans. If one of our trusts also includes a
mortgage-backed security, the payment terms of that security will soften or
enhance the effects that the characteristics and behavior of mortgage loans
backing that security can have on the yield to maturity and/or weighted average
life of a class of offered certificates. If one of our trusts includes a
mortgage-backed security, we will discuss in the related prospectus supplement
the effect, if any, that the security may have on the yield to maturity and
weighted average lives of the related offered certificates.

PASS-THROUGH RATE

      A class of interest-bearing offered certificates may have a fixed,
floating, variable or adjustable pass-through rate. We will specify in the
related prospectus supplement the pass-through rate for each class of
interest-bearing offered certificates or, if the pass-through rate is variable,
floating or adjustable, the method of determining the pass-through rate. Such
interest rates may include, without limitation:

      o     a rate based on a specified portion of the interest on some or all
            of the related mortgage assets;

      o     a rate based on the weighted average of the interest rates for some
            or all of the related mortgage assets;

      o     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; and/or

      o     a rate based on a percentage or combination of any one or more of
            the foregoing rates.

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 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 derivatives instrument to alter the payment characteristics of such
assets.


                                       69



PAYMENT DELAYS

      There will be a delay between the date on which payments on the underlying
mortgage loans are due and the date on which those payments are passed through
to you and other investors. That delay will reduce the yield that would
otherwise be produced if those payments were passed through on your offered
certificates on the same date that they were due.

YIELD AND PREPAYMENT CONSIDERATIONS

      The yield to maturity on your offered certificates will be affected by the
rate of principal payments on the underlying mortgage loans and the allocation
of those principal payments to reduce the principal balance or notional amount
of your offered certificates. The rate of principal payments on those mortgage
loans will be affected by the following:

      o     the amortization schedules of the mortgage loans, which may change
            from time to time to reflect, among other things, changes in
            mortgage interest rates or partial prepayments of principal;

      o     the dates on which any balloon payments are due; and

      o     the rate of principal prepayments on the mortgage loans, including
            voluntary prepayments by borrowers and involuntary prepayments
            resulting from liquidations, casualties or purchases of mortgage
            loans.

      The rate of principal prepayments on the mortgage loans underlying your
offered certificates will depend on future events and a variety of factors;
accordingly such rate cannot be predicted.

      The extent to which the yield to maturity of your offered certificates may
vary from your anticipated yield will depend upon--

      o     whether you purchased your offered certificates at a discount or
            premium and, if so, the extent of that discount or premium, and

      o     when, and to what degree, payments of principal on the underlying
            mortgage loans are applied or otherwise result in the reduction of
            the principal balance or notional amount of your offered
            certificates.

      If you purchase your offered certificates at a discount, you should
consider the risk that a slower than anticipated rate of principal payments on
the underlying mortgage loans could result in an actual yield to you that is
lower than your anticipated yield. If you purchase your offered certificates at
a premium, you should consider the risk that a faster than anticipated rate of
principal payments on the underlying mortgage loans could result in an actual
yield to you that is lower than your anticipated yield.

      If your offered certificates entitle you to payments of interest, with
disproportionate, nominal or no payments of principal, you should consider that
your yield will be extremely sensitive to prepayments on the underlying mortgage
loans and, under some prepayment scenarios, may be negative.

      If a class of offered certificates accrues interest on a notional amount,
that notional amount will, in general, either--


                                       70



      o     be based on the principal balances of some or all of the mortgage
            assets, or a portion thereof, in the related trust,

      o     equal the total principal balance, or a designated portion of the
            total principal balance, of one or more of the other classes of
            certificates of the same series, or

      o     be based on such other formula as may be specified in the related
            prospectus supplement.

Accordingly, the yield on that class of certificates will be inversely related
to, as applicable, the rate at which--

      o     payments and other collections of principal are received on the
            mortgage assets referred to in the first bullet point of the prior
            sentence, or

      o     payments are made in reduction of the total principal balance of the
            class or classes of certificates referred to in the second bullet
            point of the prior sentence.

      The extent of prepayments of principal of the mortgage loans underlying
your offered certificates may be affected by a number of factors, including:

      o     the availability of mortgage credit;

      o     the relative economic vitality of the area in which the related real
            properties are located;

      o     the quality of management of the related real properties;

      o     the servicing of the mortgage loans;

      o     possible changes in tax laws; and

      o     other opportunities for investment.

In general, those factors that increase--

      o     the attractiveness of selling or refinancing a commercial or
            multifamily property, or

      o     the likelihood of default under a commercial or multifamily mortgage
            loan,

would be expected to cause the rate of prepayment to accelerate. In contrast,
those factors having an opposite effect would be expected to cause the rate of
prepayment to slow.

      The rate of principal payments on the mortgage loans underlying your
offered certificates may also be affected by the existence and enforceability of
prepayment restrictions, such as--

      o     prepayment lock-out periods, and

      o     requirements that voluntary principal prepayments be accompanied by
            prepayment premiums, fees or charges.

If enforceable, those provisions could constitute either an absolute
prohibition, in the case of a prepayment lock-out period, or a disincentive, in
the case of a prepayment premium, fee or charge, to a borrower's voluntarily
prepaying its mortgage loan, thereby slowing the rate of prepayments.


                                       71



      The rate of prepayment on a pool of mortgage loans is likely to be
affected by prevailing market interest rates for mortgage loans of a comparable
type, term and risk level. As prevailing market interest rates decline, a
borrower may have an increased incentive to refinance its mortgage loan. Even in
the case of adjustable rate mortgage loans, as prevailing market interest rates
decline, the related borrowers may have an increased incentive to refinance for
the following purposes:

      o     to convert to a fixed rate loan and thereby lock in that rate, or

      o     to take advantage of a different index, margin or rate cap or floor
            on another adjustable rate mortgage loan.

      Subject to prevailing market interest rates and economic conditions
generally, a borrower may sell a real property in order to--

      o     realize its equity in the property,

      o     meet cash flow needs or

      o     make other investments.

      Additionally, some borrowers may be motivated by federal and state tax
laws, which are subject to change, to sell their properties prior to the
exhaustion of tax depreciation benefits.

      We make no representation as to--

      o     the particular factors that will affect the prepayment of the
            mortgage loans underlying any series of offered certificates,

      o     the relative importance of those factors,

      o     the percentage of the principal balance of those mortgage loans that
            will be paid as of any date, or

      o     the overall rate of prepayment on those mortgage loans.

WEIGHTED AVERAGE LIFE AND MATURITY

      The rate at which principal payments are received on the mortgage loans
underlying any series of offered certificates will affect the ultimate maturity
and the weighted average life of one or more classes of those certificates. In
general, weighted average life refers to the average amount of time that will
elapse from the date of issuance of an instrument until each dollar allocable as
principal of that instrument is repaid to the investor.

      The weighted average life and maturity of a class of offered certificates
will be influenced by the rate at which principal on the underlying mortgage
loans is paid to that class, whether in the form of--

      o     scheduled amortization, or

      o     prepayments, including--

            1.    voluntary prepayments by borrowers, and


                                       72



            2.    involuntary prepayments resulting from liquidations,
                  casualties or condemnations and purchases of mortgage loans
                  out of the related trust.

      Prepayment rates on loans are commonly measured relative to a prepayment
standard or model, such as the CPR prepayment model or the SPA prepayment model.
CPR represents an assumed constant rate of prepayment each month, expressed as
an annual percentage, relative to the then outstanding principal balance of a
pool of mortgage loans for the life of those loans. SPA represents an assumed
variable rate of prepayment each month, expressed as an annual percentage,
relative to the then outstanding principal balance of a pool of mortgage loans,
with different prepayment assumptions often expressed as percentages of SPA. For
example, a prepayment assumption of 100% of SPA assumes prepayment rates of 0.2%
per annum of the then outstanding principal balance of those loans in the first
month of the life of the loans and an additional 0.2% per annum in each month
thereafter until the 30th month. Beginning in the 30th month, and in each month
thereafter during the life of the loans, 100% of SPA assumes a constant
prepayment rate of 6% per annum each month.

      Neither CPR nor SPA nor any other prepayment model or assumption is a
historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any particular pool of mortgage loans.
Moreover, the CPR and SPA models were developed based upon historical prepayment
experience for single-family mortgage loans. It is unlikely that the prepayment
experience of the mortgage loans underlying your offered certificates will
conform to any particular level of CPR or SPA.

      In the prospectus supplement for a series of offered certificates, we will
include tables, if applicable, setting forth--

      o     the projected weighted average life of each class of those offered
            certificates with principal balances, and

      o     the percentage of the initial total principal balance of each class
            of those offered certificates that would be outstanding on specified
            dates,

based on the assumptions stated in that prospectus supplement, including
assumptions regarding prepayments on the underlying mortgage loans. Those tables
and assumptions illustrate the sensitivity of the weighted average lives of
those offered certificates to various assumed prepayment rates and are not
intended to predict, or to provide information that will enable you to predict,
the actual weighted average lives of your offered certificates.

OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY

      Balloon Payments; Extensions of Maturity. Some or all of the mortgage
loans underlying a series of offered certificates may require that balloon
payments be made at maturity. The ability of a borrower to make a balloon
payment typically will depend upon its ability either--

      o     to refinance the loan, or

      o     to sell the related real property.

If a borrower is unable to refinance or sell the related real property, there is
a possibility that the borrower may default on the mortgage loan or that the
maturity of the mortgage loan may be


                                       73



extended in connection with a workout. If a borrower defaults, recovery of
proceeds may be delayed by--

      o     the bankruptcy of the borrower, or

      o     adverse economic conditions in the market where the related real
            property is located.

      In order to minimize losses on defaulted mortgage loans, the related
master servicer or special servicer may be authorized within prescribed limits
to modify mortgage loans that are in default or as to which a payment default is
reasonably foreseeable. Any defaulted balloon payment or modification that
extends the maturity of a mortgage loan may delay payments of principal on your
offered certificates and extend the weighted average life of your offered
certificates.

      Negative Amortization. The weighted average life of a class of offered
certificates can be affected by mortgage loans that permit negative amortization
to occur. Those are the mortgage loans that provide for the current payment of
interest calculated at a rate lower than the rate at which interest accrues on
the mortgage loan, with the unpaid portion of that interest being added to the
related principal balance. Negative amortization most commonly occurs with
respect to an adjustable rate mortgage loan that:

      o     limits the amount by which its scheduled payment may adjust in
            response to a change in its mortgage interest rate;

      o     provides that its scheduled payment will adjust less frequently than
            its mortgage interest rate; or

      o     provides for constant scheduled payments regardless of adjustments
            to its mortgage interest rate.

      Negative amortization on one or more mortgage loans in any of our trusts
may result in negative amortization on a related class of offered certificates.
We will describe in the related prospectus supplement, if applicable, the manner
in which negative amortization with respect to the underlying mortgage loans is
allocated among the respective classes of a series of offered certificates.

      The portion of any mortgage loan negative amortization allocated to a
class of offered certificates may result in a deferral of some or all of the
interest payable on those certificates. Deferred interest may be added to the
total principal balance of a class of offered certificates. In addition, an
adjustable rate mortgage loan that permits negative amortization would be
expected during a period of increasing interest rates to amortize, if at all, at
a slower rate than if interest rates were declining or were remaining constant.
This slower rate of mortgage loan amortization would be reflected in a slower
rate of amortization for one or more classes of certificates of the related
series. Accordingly, there may be an increase in the weighted average lives of
those classes of certificates to which any mortgage loan negative amortization
would be allocated or that would bear the effects of a slower rate of
amortization of the underlying mortgage loans.

      The extent to which the yield on your offered certificates may be affected
by any negative amortization on the underlying mortgage loans will depend, in
part, upon whether you purchase your offered certificates at a premium or a
discount.


                                       74



      During a period of declining interest rates, the scheduled payment on an
adjustable rate mortgage loan may exceed the amount necessary to amortize the
loan fully over its remaining amortization schedule and pay interest at the then
applicable mortgage interest rate. The result is the accelerated amortization of
the mortgage loan. The acceleration in amortization of a mortgage loan will
shorten the weighted average lives of those classes of certificates that entitle
their holders to a portion of the principal payments on the mortgage loan.

      Foreclosures and Payment Plans. The weighted average life of and yield on
your offered certificates will be affected by--

      o     the number of foreclosures with respect to the underlying mortgage
            loans; and

      o     the principal amount of the foreclosed mortgage loans in relation to
            the principal amount of those mortgage loans that are repaid in
            accordance with their terms.

      Servicing decisions made with respect to the underlying mortgage loans,
including the use of payment plans prior to a demand for acceleration and the
restructuring of mortgage loans in bankruptcy proceedings or otherwise, may also
affect the payment patterns of particular mortgage loans and, as a result, the
weighted average life of and yield on your offered certificates.

      Losses and Shortfalls on the Mortgage Assets. The yield on your offered
certificates will directly depend on the extent to which you are required to
bear the effects of any losses or shortfalls in collections on the underlying
mortgage loans and the timing of those losses and shortfalls. In general, the
earlier that you bear any loss or shortfall, the greater will be the negative
effect on the yield of your offered certificates.

      The amount of any losses or shortfalls in collections on the mortgage
assets in any of our trusts will, to the extent not covered or offset by draws
on any reserve fund or under any instrument of credit support, be allocated
among the various classes of certificates of the related series in the priority
and manner, and subject to the limitations, that we specify in the related
prospectus supplement. As described in the related prospectus supplement, those
allocations may be effected by the following:

      o     a reduction in the entitlements to interest and/or the total
            principal balances of one or more classes of certificates; and/or

      o     the establishment of a priority of payments among classes of
            certificates.

      If you purchase subordinated certificates, the yield to maturity on those
certificates may be extremely sensitive to losses and shortfalls in collections
on the underlying mortgage loans.

      Additional Certificate Amortization. If your offered certificates have a
principal balance, then they entitle you to a specified portion of the principal
payments received on the underlying mortgage loans. They may also entitle you to
payments of principal from the following sources:

      o     amounts attributable to interest accrued but not currently payable
            on one or more other classes of certificates of the applicable
            series;

      o     interest received or advanced on the underlying mortgage assets that
            is in excess of the interest currently accrued on the certificates
            of the applicable series;


                                       75



      o     prepayment premiums, fees and charges, payments from equity
            participations or any other amounts received on the underlying
            mortgage assets that do not constitute interest or principal; or

      o     any other amounts described in the related prospectus supplement.

      The amortization of your offered certificates out of the sources described
in the prior paragraph would shorten their weighted average life and, if your
offered certificates were purchased at a premium, reduce their yield to
maturity.

                   GREENWICH CAPITAL COMMERCIAL FUNDING CORP.

      We were incorporated in Delaware on November 18, 1999. We were organized,
among other things, for the purposes of--

      o     acquiring mortgage loans, or interests in those loans, secured by
            first or junior liens on commercial and multifamily real properties;

      o     acquiring mortgage-backed securities that evidence interests in
            mortgage loans that are secured by commercial and multifamily real
            properties;

      o     forming pools of mortgage loans and mortgage-backed securities; and

      o     acting as depositor of one or more trusts formed to issue bonds,
            certificates of interest or other evidences of indebtedness that are
            secured by or represent interests in, pools of mortgage loans and
            mortgage-backed securities.

Our principal executive offices are located at 600 Steamboat Road, Greenwich,
Connecticut 06830. Our telephone number is (203) 625-2700. We are an indirect
wholly owned subsidiary of The Royal Bank of Scotland Group plc and an affiliate
of Greenwich Capital Financial Products, Inc., a sponsor and one of the mortgage
loan sellers, and of Greenwich Capital Markets, Inc., one of the underwriters.
There can be no assurance that at any particular time we will have any
significant assets.

      The depositor will have minimal ongoing duties with respect to the offered
certificates and the underlying mortgage loans. The depositor's duties pursuant
to the related pooling and servicing agreement include, without limitation, the
duty to appoint a successor trustee in the event of the resignation or removal
of the trustee, to remove the trustee if requested by at least a majority of
certificateholders, to provide information in its possession to the trustee to
the extent necessary to perform REMIC tax administration, to indemnify the
trustee, any similar party and trust fund for any liability, assessment or costs
arising from its bad faith, negligence or malfeasance in providing such
information, to indemnify the trustee or any similar party against certain
securities laws liabilities, and to sign any reports required under the
Securities Exchange Act of 1934, as amended, including the required
certification under the Sarbanes-Oxley Act of 2002, required to be filed by the
trust fund. The depositor is required under the underwriting agreement relating
to the series of offered certificates to indemnify the underwriters for certain
securities law liabilities.


                                       76



                                   THE SPONSOR

GENERAL

      Greenwich Capital Financial Products, Inc. ("GCFP") is a sponsor of the
series of securities offered by this prospectus. GCFP was incorporated in the
state of Delaware in 1990. GCFP is a wholly owned subsidiary of Greenwich
Capital Holdings, Inc. and an indirect subsidiary of The Royal Bank of Scotland
Group plc. The Royal Bank of Scotland Group plc is a public limited company
incorporated in Scotland which is engaged in a wide range of banking, financial
and finance-related activities in the United Kingdom and internationally. GCFP
is also an affiliate of Greenwich Capital Commercial Funding Corp., the
depositor, and Greenwich Capital Markets, Inc., the underwriter. The principal
offices of GCFP are located at 600 Steamboat Road, Greenwich, Connecticut 06830.
The main telephone number of GCFP is (203) 625-2700.

      The prospectus supplement for each series of securities will identify and
describe any co-sponsors for the related series.

GCFP'S COMMERCIAL MORTGAGE SECURITIZATION PROGRAM

      GCFP has been engaged in commercial mortgage lending since its formation.
The vast majority of mortgage loans originated by GCFP are intended to be either
sold through securitization transactions in which GCFP acts as a sponsor or sold
to third parties in individual loan sale transactions. The following is a
general description of the types of commercial mortgage loans that GCFP
originates:

            o     Fixed rate mortgage loans generally having maturities between
                  five and ten years and secured by commercial real estate such
                  as office retail, hospitality, multifamily, residential,
                  healthcare, self storage and industrial properties. These
                  loans are GCFP's principal loan product and are primarily
                  originated for the purpose of securitization.

            o     Floating rate loans generally having shorter maturities and
                  secured by stabilized and non-stabilized commercial real
                  estate properties. These loans are primarily originated for
                  securitization, though in certain cases only a senior
                  participation interest in the loan is intended to be
                  securitized.

            o     Subordinate mortgage loans and mezzanine loans. These loans
                  are generally not originated for securitization by GCFP and
                  are sold in individual loan sale transactions.

      In general, GCFP does not hold the loans it originates until maturity. As
of December 31, 2005, GCFP had a portfolio of commercial mortgage loans in
excess of $3.3 billion of assets.

      As a sponsor, GCFP originates mortgage loans and, together with other
sponsors or mortgage loan sellers, initiates a securitization transaction by
selecting the portfolio of mortgage loans to be securitized and transferring
those mortgage loans to a securitization depositor who in turn transfers those
mortgage loans to the issuing trust fund. In selecting a portfolio to be
securitized, consideration is given to geographic concentration, property type
concentration and rating


                                       77



agency models and criteria. GCFP's role as sponsor also includes engaging
third-party service providers such as the servicer, special servicer and
trustee, and engaging the rating agencies. In coordination with the underwriters
for the related offering, GCFP works with rating agencies, investors, mortgage
loan sellers and servicers in structuring the securitization transaction.

      Neither GCFP nor any of its affiliates act as servicer of the commercial
mortgage loans in its securitization transactions. Instead, GCFP and/or the
depositor contracts with other entities to servicer the mortgage loans in the
securitization transactions.

      GCFP commenced selling mortgage loans into securitizations in 1998. During
the period commencing on January 1, 1998 and ending on December 31, 2005, GCFP
was the sponsor of 22 commercial mortgage-backed securitization transactions.
Approximately $20.1 billion of the mortgage loans included in those transactions
were originated by GCFP. The following table sets forth information with respect
to originations and securitizations of fixed rate commercial and multifamily
mortgage loans by GCFP for the two years ending on December 31, 2005:

                           FIXED RATE COMMERCIAL LOANS

- --------------------------------------------------------------------------------
                TOTAL GCFP FIXED RATE LOANS        TOTAL GCFP FIXED RATE LOANS
                         ORIGINATED                        SECURITIZED
  YEAR                 (APPROXIMATE)                      (APPROXIMATE)
- --------------------------------------------------------------------------------
  2005                  $7.3 billion                       $7.0 billion
- --------------------------------------------------------------------------------
  2004                  $4.3 billion                       $2.7 billion
- --------------------------------------------------------------------------------

                     FLOATING RATE COMMERCIAL MORTGAGE LOANS

- --------------------------------------------------------------------------------
               TOTAL GCFP FLOATING RATE LOANS     TOTAL GCFP FLOATING RATE LOANS
                         ORIGINATED                        SECURITIZED
  YEAR                 (APPROXIMATE)                      (APPROXIMATE)
- --------------------------------------------------------------------------------
  2005                  $2.0 billion                       $0.8 billion
- --------------------------------------------------------------------------------
  2004                  $2.4 billion                       $0.9 billion
- --------------------------------------------------------------------------------

UNDERWRITING STANDARDS

      General. GCFP originates commercial mortgage loans from its headquarters
in Greenwich, Connecticut as well as from its origination offices in Los Angeles
and Irvine, California, Chicago, Illinois, Atlanta, Georgia and Baltimore,
Maryland. Bankers within the origination group focus on sourcing, structuring,
underwriting and performing due diligence on their loans. Bankers within the
structured finance group work closely with the loans' originators to ensure that
the loans are suitable for securitization and satisfy rating agency criteria.
All mortgage loans must be approved by at least two or more members of GCFP's
credit committee, depending on the size of the mortgage loan.

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

      Loan Analysis. Generally, GCFP performs both a credit analysis and
collateral analysis with respect to a loan applicant and the real estate that
will secure a mortgage loan. In general, the


                                       78



analysis of a borrower includes a review of money laundering and background
checks and the analysis of its sponsor includes a review, money laundering and
background checks, third party credit reports, bankruptcy and lien searches,
general banking references and commercial mortgage related references. In
general, the analysis of the collateral includes a site visit and a review of
the property's historical operating statements (if available), independent
market research, an appraisal with an emphasis on rental and sales comparables,
engineering and environmental reports, the property's historic and current
occupancy, financial strengths of tenants, the duration and terms of tenant
leases and the use of the property. Each report is reviewed for acceptability by
a staff member of GCFP. The borrower's and property manager's experience and
presence in the subject market are also received. Consideration is also given to
anticipated changes in cash flow that may result from changes in lease terms or
market considerations.

      Borrowers are generally required to be single purpose entities although
they are generally not required to be structured to limit the possibility of
becoming insolvent or bankrupt unless the loan is greater than $20 million, in
which case additional limitations including the requirement that the borrower
have at least one independent direction are required.

      Loan Approval. All mortgage loans must be approved by at least one real
estate finance credit officer and the head of commercial real estate
securitization. Prior to commitment for loans with principal balances of $25
million or greater, an investment committee memorandum is produced and delivered
to the credit committee. If deemed appropriate a member of the real estate
credit department will visit the subject property. The credit committee may
approve a mortgage loan as recommended, request additional due diligence, modify
the loan terms or decline a loan transaction.

      Property Characteristics. Post-1980 construction is preferred; however,
older properties in good repair and having had material renovation performed
within the last five years will be considered. The remaining useful life of the
mortgaged property should extend at least five years beyond the end of the
amortization period.

      Location. Generally, established or emerging markets with a minimum
population of 50,000 (25,000 for retail properties), and no population declines
since 1980 based upon established census data are preferred. Regional and trade
area demographics should be flat to rising. The market should not be dependent
on a single employment source or industry.

      Operating History. Operating history is a significant factor in the
evaluation of an established mortgaged property, but may be given less weight
with respect to mortgage loans on newly constructed or rehabilitated properties.
Generally, for established properties, the mortgaged property must be open and
have stable occupancy history (or operating performance in the case of retail
properties). The mortgaged property should not have experienced material
declines in operating performance over the previous two years. Newly-constructed
or recently rehabilitated properties which have not reached stabilized occupancy
are considered on a case-by-case basis.

      Debt Service Coverage Ratio and LTV Ratio. GCFP's underwriting standards
generally mandate minimum debt service coverage ratios and maximum loan to value
ratios. An LTV Ratio generally based upon the appraiser's determination of value
as well as the value derived


                                       79



using a stressed capitalization rate is considered. The Debt Service Coverage
Ratio is based upon the Underwritten Net Cash Flow and is given particular
importance. However, notwithstanding such guidelines, in certain circumstances
the actual debt service coverage ratios, loan to value ratios and amortization
periods for the mortgage loans originated by GCFP may vary from these
guidelines.

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

            o     Taxes--Typically an initial deposit and monthly escrow
                  deposits equal to 1/12th of the annual property taxes (based
                  on the most recent property assessment and the current millage
                  rate) are required to provide the lender with sufficient funds
                  to satisfy all taxes and assessments. GCFP may waive this
                  escrow requirement under certain circumstances.

            o     Insurance--If the property is insured under an individual
                  policy (i.e., the property is not covered by a blanket
                  policy), typically an initial deposit and monthly escrow
                  deposits equal to 1/12th of the annual property insurance
                  premium are required to provide the lender with sufficient
                  funds to pay all insurance premiums. GCFP may waive this
                  escrow requirement under certain circumstances.

            o     Replacement Reserves--Replacement reserves are generally
                  calculated in accordance with the expected useful life of the
                  components of the property during the term of the mortgage
                  loan plus 2 years. GCFP relies on information provided by an
                  independent engineer to make this determination. GCFP may
                  waive this escrow requirement under certain circumstances.

            o     Completion Repair/Environmental Remediation--Typically, a
                  completion repair or remediation reserve is required where an
                  environmental or engineering report suggests that such reserve
                  is necessary. Upon funding of the applicable mortgage loan,
                  GCFP generally requires that at least 110% of the estimated
                  costs of repairs or replacements be reserved and generally
                  requires that repairs or replacements be completed within a
                  year after the funding of the applicable mortgage loan. GCFP
                  may waive this escrow requirement under certain circumstances.

            o     Tenant Improvement/Lease Commissions--In most cases, various
                  tenants have lease expirations within the mortgage loan term.
                  To mitigate this risk, special reserves may be required to be
                  funded either at closing of the mortgage loan and/or during
                  the mortgage loan term to cover certain anticipated leasing
                  commissions or tenant improvement costs which might be
                  associated with re-leasing the space occupied by such
                  tenants.]

      Other Factors. Other factors that are considered in the origination of a
commercial mortgage loan include current operations, occupancy and tenant base.


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                         DESCRIPTION OF THE CERTIFICATES

GENERAL

      Each series of offered certificates, together with any non-offered
certificates of the same series, will represent the entire beneficial ownership
interest in a trust established by us. Each series of offered certificates will
consist of one or more classes. Any non-offered certificates of that series will
likewise consist of one or more classes.

      A series of certificates consists of all those certificates that--

      o     have the same series designation;

      o     were issued under the same Governing Documents; and

      o     represent beneficial ownership interests in the same trust.

      A class of certificates consists of all those certificates of a particular
series that--

      o     have the same class designation; and

      o     have the same payment terms.

      The respective classes of offered and non-offered certificates of any
series may have a variety of payment terms. An offered certificate may entitle
the holder to receive:

      o     a stated principal amount, which will be represented by its
            principal balance;

      o     interest on a principal balance or notional amount, at a fixed,
            variable or adjustable pass-through rate, which pass-through rate
            may change as of a specified date or upon the occurrence of
            specified events or for any other reason from one accrual or payment
            period to another, as described in the related prospectus
            supplement;

      o     specified, fixed or variable portions of the interest, principal or
            other amounts received on all or certain of the related mortgage
            assets;

      o     payments of principal, with disproportionate, nominal or no payments
            of interest;

      o     payments of interest, with disproportionate, nominal or no payments
            of principal;

      o     payments of interest on a deferred or partially deferred basis,
            which deferred interest may be added to the principal balance, if
            any, of the subject class of offered certificates or which deferred
            interest may or may not accrue interest, all as set forth in the
            related prospectus supplement;

      o     payments of interest or principal that commence only as of a
            specified date or only after the occurrence of specified events,
            such as the payment in full of the interest and principal
            outstanding on one or more other classes of certificates of the same
            series;

      o     payments of interest or principal that are, in whole or in part,
            calculated based on or payable specifically or primarily from
            payments or other collections on particular related mortgage assets;


                                       81



      o     payments of principal to be made, from time to time or for
            designated periods, at a rate that is--

            1.    faster and, in some cases, substantially faster, or

            2.    slower and, in some cases, substantially slower,

            than the rate at which payments or other collections of principal
            are received on the related mortgage assets;

      o     payments of principal to be made, subject to available funds, based
            on a specified principal payment schedule or other methodology;

      o     payments of principal that may be accelerated or slowed in response
            to a change in the rate of principal payments on the related
            mortgage assets in order to protect the subject class of offered
            certificates or, alternatively, to protect one or more other classes
            of certificates of the same series from prepayment and/or extension
            risk;

      o     payments of principal out of amounts other than payments or other
            collections of principal on the related mortgage assets, such as
            excess spread on the related mortgage assets or amounts otherwise
            payable as interest with respect to another class of certificates of
            the same series, which other class of certificates provides for the
            deferral of interest payments thereon;

      o     payments of residual amounts remaining after required payments have
            been made with respect to other classes of certificates of the same
            series; or

      o     payments of all or part of the prepayment or repayment premiums,
            fees and charges, equity participations payments or other similar
            items received on the related mortgage assets.

      Any class of offered certificates may be senior or subordinate to one or
more other classes of certificates of the same series, including a non-offered
class of certificates of that series, for purposes of some or all payments
and/or allocations of losses or other shortfalls.

      A class of offered certificates may have two or more component parts, each
having characteristics that are described in this prospectus as being
attributable to separate and distinct classes. For example, a class of offered
certificates may have a total principal balance on which it accrues interest at
a fixed, variable or adjustable rate. That class of offered certificates may
also accrue interest on a total notional amount at a different fixed, variable
or adjustable rate. In addition, a class of offered certificates may accrue
interest on one portion of its total principal balance or notional amount at one
fixed, variable or adjustable rate and on another portion of its total principal
balance or notional amount at a different fixed, variable or adjustable rate.

      Each class of offered certificates will be issued in minimum denominations
corresponding to specified principal balances, notional amounts or percentage
interests, as described in the related prospectus supplement. A class of offered
certificates may be issued in fully registered, definitive form and evidenced by
physical certificates or may be issued in book-entry form through the facilities
of The Depository Trust Company. Offered certificates held in fully registered,
definitive form may be transferred or exchanged, subject to any restrictions on


                                       82



transfer described in the related prospectus supplement, at the location
specified in the related prospectus supplement, without the payment of any
service charges, except for any tax or other governmental charge payable in
connection with the transfer or exchange. Interests in offered certificates held
in book-entry form will be transferred on the book-entry records of DTC and its
participating organizations. If we so specify in the related prospectus
supplement, we will arrange for clearance and settlement through Clearstream
Banking, societe anonyme or the Euroclear System, for so long as they are
participants in DTC.

PAYMENTS ON THE CERTIFICATES

      General. Payments on a series of offered certificates may occur monthly,
bi-monthly, quarterly, semi-annually, annually or at any other specified
interval. In the prospectus supplement for each series of offered certificates,
we will identify:

      o     the periodic payment date for that series, and

      o     the record date as of which certificateholders entitled to payments
            on any particular payment date will be established.

      All payments with respect to a class of offered certificates on any
payment date will be allocated pro rata among the outstanding certificates of
that class in proportion to the respective principal balances, notional amounts
or percentage interests, as the case may be, of those certificates. Payments on
an offered certificate will be made to the holder entitled thereto either--

      o     by wire transfer of immediately available funds to the account of
            that holder at a bank or similar entity, provided that the holder
            has furnished the party making the payments with wiring instructions
            no later than the applicable record date and has satisfied any other
            conditions specified in the related prospectus supplement, or

      o     by check mailed to the address of that holder as it appears in the
            certificate register, in all other cases.

      In general, the final payment on any offered certificate will be made only
upon presentation and surrender of that certificate at the location specified to
the holder in notice of final payment.

      Payments of Interest. In the case of each class of interest-bearing
offered certificates, interest will accrue from time to time, at the applicable
pass-through rate and in accordance with the applicable interest accrual method,
on the total outstanding principal balance or notional amount of that class.

      The pass-through rate for a class of interest-bearing offered certificates
may be fixed, variable or adjustable. We will specify in the related prospectus
supplement the pass-through rate for each class of interest-bearing offered
certificates or, in the case of a variable or adjustable pass-through rate, the
method for determining that pass-through rate. 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 certificates of the related series,
or a rate based on a percentage or combination of any one or more of the
foregoing


                                       83



rates. 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. With respect to any floating
rate certificates, interest may be based on an index (which may be increased or
decreased by a specified margin, and/or subject to a cap or floor), which may be
the London interbank offered rate for one month, three month, six month, or
one-year, U.S. dollar deposits or may be another index, which in each case will
be specified in the related prospectus supplement and will be a standard index
that measures interest in debt transactions, and will not be a commodities or
securities index.

      Interest may accrue with respect to any offered certificate on the basis
of:

      o     a 360-day year consisting of 12 30-day months,

      o     the actual number of days elapsed during each relevant period in a
            year assumed to consist of 360 days,

      o     the actual number of days elapsed during each relevant period in a
            normal calendar year, or

      o     any other method identified in the related prospectus supplement.

      We will identify the interest accrual method for each class of offered
certificates in the related prospectus supplement.

      Subject to available funds and any adjustments to interest entitlements
described in the related prospectus supplement, accrued interest with respect to
each class of interest-bearing offered certificates will normally be payable on
each payment date. However, in the case of some classes of interest-bearing
offered certificates, payments of accrued interest will only begin on a
particular payment date or under the circumstances described in the related
prospectus supplement. Prior to that time, the amount of accrued interest
otherwise payable on that class will be added to its total principal balance on
each date or otherwise deferred as described in the related prospectus
supplement.

      If a class of offered certificates accrues interest on a total notional
amount, that total notional amount, in general, will be either:

      o     based on the principal balances of some or all of the mortgage
            assets, or a portion thereof, in the related trust,

      o     equal to the total principal balances of all, or a designated
            portion of the total principal balance, of one or more of the other
            classes of certificates of the same series, or

      o     be based on such other formula as may be specified in the related
            prospectus supplement.

      Reference to the notional amount of any certificate is solely for
convenience in making calculations of interest and does not represent the right
to receive any payments of principal.

      We will describe in the related prospectus supplement the extent to which
the amount of accrued interest that is payable on, or that may be added to the
total principal balance of, a class of interest-bearing offered certificates may
be reduced as a result of any contingencies, including


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shortfalls in interest collections due to prepayments, delinquencies, losses and
deferred interest on the related mortgage assets.

      Payments of Principal. An offered certificate may or may not have a
principal balance. If it does, that principal balance outstanding from time to
time will represent the maximum amount that the holder of that certificate will
be entitled to receive as principal out of the future cash flow on the related
mortgage assets and the other related trust assets.

      The total outstanding principal balance of any class of offered
certificates will be reduced by--

      o     payments of principal actually made to the holders of that class,
            and

      o     if and to the extent that we so specify in the related prospectus
            supplement, losses of principal on the related mortgage assets that
            are allocated to or are required to be borne by that class.

      A class of interest-bearing offered certificates may provide that payments
of accrued interest will only begin on a particular payment date or under the
circumstances described in the related prospectus supplement. If so, the total
outstanding principal balance of that class may be increased by the amount of
any interest accrued, but not currently payable, on that class.

      We will describe in the related prospectus supplement any other
adjustments to the total outstanding principal balance of a class of offered
certificates.

      Generally, the initial total principal balance of all classes of a series
will not be greater than the total outstanding principal balance of the related
mortgage assets transferred by us to the related trust. We will specify the
expected initial total principal balance of each class of offered certificates
in the related prospectus supplement.

      The payments of principal to be made on a series of offered certificates
from time to time will, in general, be a function of the payments, other
collections and advances received or made with respect to the related prospectus
supplement. Payments of principal on a series of offered certificates may also
be made from the following sources:

      o     amounts attributable to interest accrued but not currently payable
            on one or more other classes of certificates of the applicable
            series;

      o     interest received or advanced on the underlying mortgage assets that
            is in excess of the interest currently accrued on the certificates
            of the applicable series;

      o     prepayment premiums, fees and charges, payments from equity
            participations or any other amounts received on the underlying
            mortgage assets that do not constitute interest or principal; or

      o     any other amounts described in the related prospectus supplement.

      We will describe in the related prospectus supplement the principal
entitlement of each class of offered certificates on each payment date.


                                       85



ALLOCATION OF LOSSES AND SHORTFALLS

      If and to the extent that any losses or shortfalls in collections on the
mortgage assets in any of our trusts are not covered or offset by delinquency
advances or draws on any reserve fund or under any instrument of credit support,
they will be allocated among the various classes of certificates of the related
series in the priority and manner, and subject to the limitations, specified in
the related prospectus supplement. As described in the related prospectus
supplement, the allocations may be effected as follows:

      o     by reducing the entitlements to interest and/or the total principal
            balances of one or more of those classes; and/or

      o     by establishing a priority of payments among those classes.

      See "Description of Credit Support."

ADVANCES

      If any trust established by us includes mortgage loans, then as and to the
extent described in the related prospectus supplement, the related master
servicer, the related special servicer, the related trustee, any related
provider of credit support and/or any other specified person may be obligated to
make, or may have the option of making, advances with respect to those mortgage
loans to cover--

      o     delinquent payments of principal and/or interest, other than balloon
            payments,

      o     property protection expenses,

      o     other servicing expenses, or

      o     any other items specified in the related prospectus supplement.

      If there are any limitations with respect to a party's advancing
obligations, we will discuss those limitations in the related prospectus
supplement.

      Advances are intended to maintain a regular flow of scheduled interest and
principal payments to certificateholders. Advances are not a guarantee against
losses. The advancing party will be entitled to recover all of its advances out
of--

      o     subsequent recoveries on the related mortgage loans, including
            amounts drawn under any fund or instrument constituting credit
            support, and

      o     any other specific sources identified in the related prospectus
            supplement.

      If and to the extent that we so specify in the related prospectus
supplement, any entity making advances will be entitled to receive interest on
some or all of those advances for a specified period during which they are
outstanding at the rate specified in that prospectus supplement. That entity may
be entitled to payment of interest on its outstanding advances--

      o     periodically from general collections on the mortgage assets in the
            related trust, prior to any payment to the related series of
            certificateholders, or


                                       86



      o     at any other times and from any sources as we may describe in the
            related prospectus supplement.

      If any trust established by us includes mortgage-backed securities, we
will discuss in the related prospectus supplement any comparable advancing
obligations with respect to those securities or the mortgage loans that back
them.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE; REQUESTS FILED WITH THE SEC

      All documents filed for the trust fund referred to in the accompanying
prospectus supplement after the date of this prospectus and before the end of
the related offering with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act, are incorporated by reference in this prospectus and are a
part of this prospectus from the date of their filing. Any statement contained
in a document incorporated by reference in this prospectus is modified or
superseded for all purposes of this prospectus to the extent that a statement
contained in this prospectus (or in the accompanying prospectus supplement) or
in any other subsequently filed document that also is incorporated by reference
differs from that statement. Any statement so modified or superseded shall not,
except as so modified or superseded, constitute a part of this prospectus.

      The depositor or master servicer on behalf of the trust fund of the
related series will file the reports required under the Securities Act and under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act. These reports include
(but are not limited to):

            o     Reports on Form 8-K (Current Report), following the issuance
                  of the series of certificates of the related trust fund,
                  including as Exhibits to the Form 8-K of the agreements or
                  other documents specified in the related prospectus
                  supplement, if applicable;

            o     Reports on Form 8-K (Current Report), following the occurrence
                  of events specified in Form 8-K requiring disclosure, which
                  are required to be filed within the time frame specified in
                  Form 8-K related to the type of event;

            o     Reports on Form 10-D (Asset-Backed Issuer Distribution
                  Report), containing the distribution and pool performance
                  information required on Form 10-D, which are required to be
                  filed 15 days following the distribution date specified in the
                  related prospectus supplement; and

            o     Report on Form 10-K (Annual Report), containing the items
                  specified in Form 10-K with respect to a fiscal year and
                  filing or furnishing, as appropriate, the required exhibits.

      Neither the depositor nor the master servicer intends to file with the SEC
any reports required under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
with respect to a trust fund following completion of the reporting period
required by Rule 15d-1 or Regulation 15D under the Securities Exchange Act of
1934. Unless specifically stated in the report, the reports and any information
included in the report will neither be examined nor reported on by an
independent public accountant. Each trust fund formed by the depositor will have
a separate file number assigned by the SEC, which unless otherwise specified in
the related prospectus supplement is


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not available until filing of the final prospectus supplement related to the
series. Reports filed with respect to a trust fund with the SEC after the final
prospectus supplement is filed will be available under trust fund's specific
number, which will be a series number assigned to the file number of the
depositor shown above.

      The trustee on behalf of any trust fund will provide without charge to
each person, including any beneficial owner, to whom this prospectus is
delivered, on the written or oral request of that person, a copy of any or all
of the documents referred to above that have been or may be incorporated by
reference in this prospectus (not including exhibits to the information that is
incorporated by reference unless the exhibits are specifically incorporated by
reference into the information that this prospectus incorporates). Requests
should be directed to the Corporate Trust Office of the trustee specified in the
accompanying prospectus supplement.

REPORTS TO CERTIFICATEHOLDERS

      On or about each payment date, the related master servicer, manager or
trustee will forward to each offered certificateholder a statement substantially
in the form, or specifying the information, set forth in the related prospectus
supplement. In general, that statement will include information regarding--

      o     the payments made on that payment date with respect to the
            applicable class of offered certificates, and

      o     the recent performance of the mortgage assets.

      Within a reasonable period of time after the end of each calendar year,
upon request, the related master servicer, manager or trustee, as the case may
be, will be required to furnish to each person who at any time during the
calendar year was a holder of an offered certificate a statement containing
information regarding the principal, interest and other amounts paid on the
applicable class of offered certificates, aggregated for--

      o     that calendar year, or

      o     the applicable portion of that calendar year during which the person
            was a certificateholder.

The obligation to provide that annual statement will be deemed to have been
satisfied by the related master servicer, manager or trustee, as the case may
be, to the extent that substantially comparable information is provided in
accordance with any requirements of the Internal Revenue Code.

      If one of our trusts includes mortgage-backed securities, the ability of
the related master servicer, manager or trustee, as the case may be, to include
in any payment date statement information regarding the mortgage loans that back
those securities will depend on comparable reports being received with respect
to them.


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VOTING RIGHTS

      Voting rights will be allocated among the respective classes of offered
and non-offered certificates of each series in the manner described in the
related prospectus supplement. Certificateholders will generally not have a
right to vote, except--

      o     with respect to those amendments to the governing documents
            described under "Description of the Governing Documents--Amendment,"
            or

      o     as otherwise specified in this prospectus or in the related
            prospectus supplement.

      As and to the extent described in the related prospectus supplement, the
certificateholders entitled to a specified amount of the voting rights for a
particular series will have the right to act as a group to remove or replace the
related trustee, master servicer, special servicer or manager. In general, that
removal or replacement must be for cause. We will identify exceptions in the
related prospectus supplement.

TERMINATION

      The trust for each series of offered certificates will terminate and cease
to exist following:

      o     the final payment or other liquidation of the last mortgage asset in
            that trust; and

      o     the payment, or provision for payment, to the certificateholders of
            that series of all amounts required to be paid to them.

      Written notice of termination of a trust will be given to each affected
certificateholder. The final payment will be made only upon presentation and
surrender of the certificates of the related series at the location to be
specified in the notice of termination. If any class of certificates has an
optional termination feature that may be exercised when 25% or more of the
original principal balance of the mortgage assets in the related trust fund is
still outstanding, the title of such class of certificates will include the word
"callable."

      If we so specify in the related prospectus supplement, one or more
designated parties will be entitled to purchase all of the mortgage assets
underlying a series of offered certificates, thereby effecting early retirement
of the certificates and early termination of the related trust. We will describe
in the related prospectus supplement the circumstances under which that purchase
may occur.

      If we specify in the related prospectus supplement, one or more
certificateholders will be entitled to exchange all of the certificates of a
particular series for all of the mortgage assets underlying that series, thereby
effecting early termination of the related trust. We will describe in the
related prospectus supplement the circumstances under which that exchange may
occur.

     In addition, if we so specify in the related prospectus supplement, on a
specified date or upon the reduction of the total principal balance of a
specified class or classes of certificates by a specified percentage or amount,
a party designated in the related prospectus supplement may be authorized or
required to solicit bids for the purchase of all the mortgage assets of the
related trust or of a sufficient portion of the mortgage assets to retire that
class or those classes of certificates. The solicitation of bids must be
conducted in a commercially reasonable manner,


                                       89



and assets will, in general, be sold at their fair market value. If the fair
market value of the mortgage assets being sold is less than their unpaid
balance, then the certificateholders of one or more classes of certificates may
receive an amount less than the total principal balance of, and accrued and
unpaid interest on, their certificates.

BOOK-ENTRY REGISTRATION

      General. Any class of offered certificates may be issued in book-entry
form through the facilities of DTC. If so, that class will be represented by one
or more global certificates registered in the name of DTC or its nominee. If we
so specify in the related prospectus supplement, we will arrange for clearance
and settlement through the Euroclear System or Clearstream Banking, societe
anonyme, for so long as they are participants in DTC.

      DTC, Euroclear and Clearstream.  DTC is:

      o     a limited-purpose trust company organized under the New York Banking
            Law,

      o     a "banking corporation" within the meaning of the New York Banking
            Law,

      o     a member of the Federal Reserve System,

      o     a "clearing corporation" within the meaning of the New York Uniform
            Commercial Code, and

      o     a "clearing agency" registered under the provisions of Section 17A
            of the Securities Exchange Act of 1934, as amended.

      DTC was created to hold securities for participants in the DTC system and
to facilitate the clearance and settlement of securities transactions between
those participants through electronic computerized book-entry changes in their
accounts, thereby eliminating the need for physical movement of securities
certificates. Organizations that maintain accounts with DTC include securities
brokers and dealers, banks, trust companies and clearing corporations and may
include other organizations. DTC is owned by a number of its participating
organizations and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as banks, brokers, dealers
and trust companies that directly or indirectly clear through or maintain a
custodial relationship with one of the organizations that maintains an account
with DTC. The rules applicable to DTC and its participating organizations are on
file with the SEC.

      It is our understanding that Clearstream Banking, societe anonyme holds
securities for its member organizations and facilitates the clearance and
settlement of securities transactions between its member organizations through
electronic book-entry changes in accounts of those organizations, thereby
eliminating the need for physical movement of certificates. Transactions may be
settled in Clearstream in any of 31 currencies, including United States dollars.
Clearstream provides to its member organizations, among other things, services
for safekeeping, administration, clearance and settlement of internationally
traded securities and securities lending and borrowing. Clearstream interfaces
with domestic securities markets in over 39 countries through established
depository and custodial relationships. As a professional depositary,
Clearstream is subject to regulation by the Luxembourg Monetary Institute.
Clearstream is registered as a bank in Luxembourg. It is subject to regulation
by the


                                       90



Commission de Surveillance du Secteur Financier, which supervises Luxembourg
banks. Clearstream's customers are world-wide financial institutions including
underwriters, securities brokers and dealers, banks, trust companies and
clearing corporations. Clearstream's U.S. customers are limited to securities
brokers and dealers, and banks. Currently, Clearstream has approximately 2,500
customers located in over 94 countries, including all major European countries,
Canada and the United States. Indirect access to Clearstream is available to
other institutions that clear through or maintain a custodial relationship with
an account holder of Clearstream. Clearstream and Euroclear have established an
electronic bridge between their two systems across which their respective
participants may settle trades with each other.

      It is our understanding that Euroclear holds securities for its member
organizations and facilitates clearance and settlement of securities
transactions between its member organizations through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for physical
movement of certificates and any risk from lack of simultaneous transfers of
securities and cash. Over 150,000 different securities are accepted for
settlement through Euroclear, the majority of which are domestic securities from
over 32 markets. Transactions may be settled in Euroclear in any of over 40
currencies, including United States dollars. The Euroclear system includes
various other services, including securities lending and borrowing and
interfaces with domestic markets in several countries generally similar to the
arrangements for cross-market transfers with DTC described below in this
"--Book-Entry Registration" section. Euroclear is operated by Euroclear Bank
S.A./N.V., as Euroclear Operator, under a license agreement with Euroclear
Clearance System Public Limited Company. The Euroclear Operator is regulated and
examined by the Belgian Banking and Finance Commission and the National Bank of
Belgium. All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash accounts are accounts
with the Euroclear Operator, not Euroclear Clearance System. Indirect access to
the Euroclear system is also available to other firms that clear through or
maintain a custodial relationship with a member organization of Euroclear,
either directly or indirectly. Euroclear and Clearstream have established an
electronic bridge between their two systems across which their respective
participants may settle trades with each other.

      Securities clearance accounts and cash accounts with the Euroclear
Operator are governed by the Euroclear Terms and Conditions. The Euroclear Terms
and Conditions govern transfers of securities and cash within the Euroclear
system, withdrawal of securities and cash from the Euroclear system, and
receipts of payments with respect to securities in the Euroclear system. All
securities in the Euroclear system are held on a fungible basis without
attribution of specific securities to specific securities clearance accounts.
The Euroclear Operator acts under the Euroclear Terms and Conditions only on
behalf of member organizations of Euroclear and has no record of or relationship
with persons holding through those member organizations.

      Holding and Transferring Book-Entry Certificates. Purchases of book-entry
certificates under the DTC system must be made by or through, and will be
recorded on the records of, the Financial Intermediary that maintains the
beneficial owner's account for that purpose. In turn, the Financial
Intermediary's ownership of those certificates will be recorded on the records
of DTC or, alternatively, if the Financial Intermediary does not maintain an
account with DTC, on the records of a participating firm that acts as agent for
the Financial Intermediary, whose interest will in turn be recorded on the
records of DTC. A beneficial owner of book-entry


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certificates must rely on the foregoing procedures to evidence its beneficial
ownership of those certificates. DTC has no knowledge of the actual beneficial
owners of the book-entry certificates. DTC's records reflect only the identity
of the direct participants to whose accounts those certificates are credited,
which may or may not be the actual beneficial owners. The participants in the
DTC system will remain responsible for keeping account of their holdings on
behalf of their customers.

      Transfers between participants in the DTC system will be effected in the
ordinary manner in accordance with DTC's rules and will be settled in same-day
funds. Transfers between direct account holders at Euroclear and Clearstream, or
between persons or entities participating indirectly in Euroclear or
Clearstream, will be effected in the ordinary manner in accordance with their
respective procedures and in accordance with DTC's rules.

      Cross-market transfers between direct participants in DTC, on the one
hand, and member organizations at Euroclear or Clearstream, on the other, will
be effected through DTC in accordance with DTC's rules and the rules of
Euroclear or Clearstream, as applicable. These cross-market transactions will
require, among other things, delivery of instructions by the applicable member
organization to Euroclear or Clearstream, as the case may be, in accordance with
the rules and procedures and within deadlines, Brussels time, established in
Euroclear or Clearstream, as the case may be. If the transaction complies with
all relevant requirements, Euroclear or Clearstream, as the case may be, will
then deliver instructions to its depositary to take action to effect final
settlement on its behalf.

      Because of time-zone differences, the securities account of a member
organization of Euroclear or Clearstream purchasing an interest in a global
certificate from a DTC participant that is not a member organization, will be
credited during the securities settlement processing day, which must be a
business day for Euroclear or Clearstream, as the case may be, immediately
following the DTC settlement date. Transactions in interests in a book-entry
certificate settled during any securities settlement processing day will be
reported to the relevant member organization of Euroclear or Clearstream on the
same day. Cash received in Euroclear or Clearstream as a result of sales of
interests in a book-entry certificate by or through a member organization of
Euroclear or Clearstream, as the case may be, to a DTC participant that is not a
member organization will be received with value on the DTC settlement date, but
will not be available in the relevant Euroclear or Clearstream cash account
until the business day following settlement in DTC. The related prospectus
supplement will contain additional information regarding clearance and
settlement procedures for the book-entry certificates and with respect to tax
documentation procedures relating to the book-entry certificates.

      Conveyance of notices and other communications by DTC to DTC participants,
and by DTC participants to Financial Intermediaries and beneficial owners, will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

      Payments on the book-entry certificates will be made to DTC. DTC's
practice is to credit DTC participants' accounts on the related payment date in
accordance with their respective holdings shown on DTC's records, unless DTC has
reason to believe that it will not receive payment on that date. Disbursement of
those payments by DTC participants to Financial Intermediaries and beneficial
owners will be--


                                       92



      o     governed by standing instructions and customary practices, as is the
            case with securities held for the accounts of customers in bearer
            form or registered in street name, and

      o     the sole responsibility of each of those DTC participants, subject
            to any statutory or regulatory requirements in effect from time to
            time.

      Under a book-entry system, beneficial owners may receive payments after
the related payment date.

      The only "certificateholder" of book-entry certificates will be DTC or its
nominee. Parties to the governing documents for any series of offered
certificates need not recognize beneficial owners of book-entry certificates as
"certificateholders." The beneficial owners of book-entry certificates will be
permitted to exercise the rights of "certificateholders" only indirectly through
the DTC participants, who in turn will exercise their rights through DTC. We
have been informed that DTC will take action permitted to be taken by a
"certificateholder" only at the direction of one or more DTC participants. DTC
may take conflicting actions with respect to the book-entry certificates to the
extent that those actions are taken on behalf of Financial Intermediaries whose
holdings include those certificates.

      Because DTC can act only on behalf of DTC participants, who in turn act on
behalf of Financial Intermediaries and beneficial owners of the applicable
book-entry securities, the ability of a beneficial owner to pledge its interest
in a class of book-entry certificates to persons or entities that do not
participate in the DTC system, or otherwise to take actions with respect to its
interest in a class of book-entry certificates, may be limited due to the lack
of a physical certificate evidencing that interest.

      Issuance of Definitive Certificates. Generally, beneficial owners of
affected offered certificates initially issued in book-entry form will not be
able to obtain physical certificates that represent those offered certificates,
unless:

      o     we advise the related trustee in writing that DTC is no longer
            willing or able to discharge properly its responsibilities as
            depository with respect to those offered certificates and we are
            unable to locate a qualified successor;

      o     we elect, at our option, to notify DTC of our intent to terminate
            the book-entry system through DTC with respect to those offered
            certificates and, upon notice of such intent from DTC, the
            participants holding beneficial interests in those certificates
            agree to initiate the termination; or

      o     after the occurrence of an Event of Default under the pooling and
            servicing agreement, certificateholders representing a majority in
            principal amount of the offered certificates of any class then
            outstanding advise DTC through Participants in writing that the
            continuation of book-entry system through DTC (or a successor
            thereto) is no longer in the best interest of such
            certificateholders.

      Upon the occurrence of any of these events described in the prior
paragraph, the trustee or other designated party will be required to notify all
DTC participants, through DTC, of the availability of physical certificates with
respect to the affected offered certificates. Upon surrender by DTC of the
certificate or certificates representing a class of book-entry offered
certificates, together with instructions for registration, the related trustee
or other designated


                                       93



party will be required to issue to the beneficial owners identified in those
instructions physical certificates representing those offered certificates. The
related prospectus supplement may specify other events upon which definitive
certificates may be issued.

                     DESCRIPTION OF THE GOVERNING DOCUMENTS

GENERAL

      The "Governing Document" for purposes of issuing the offered certificates
of each series will be a pooling and servicing agreement or other similar
agreement or collection of agreements. In general, the parties to the Governing
Document for a series of offered certificates will include us, a trustee, a
master servicer and a special servicer. However, if the related trust assets
include mortgage-backed securities, the Governing Document may include a manager
as a party, but may not include a master servicer, special servicer or other
servicer as a party. We will identify in the related prospectus supplement the
parties to the Governing Document for a series of offered certificates.

      If we so specify in the related prospectus supplement, a party from whom
we acquire mortgage assets or one of its affiliates may perform the functions of
master servicer, primary servicer, sub-servicer, special servicer or manager for
the trust to which we transfer those assets. If we so specify in the related
prospectus supplement, the same person or entity may act as both master servicer
and special servicer for one of our trusts.

      Any party to the Governing Document for a series of offered certificates,
or any of its affiliates, may own certificates issued thereunder. However,
except in limited circumstances, including with respect to required consents to
amendments to the Governing Document for a series of offered certificates,
certificates that are held by the related master servicer, special servicer or
manager will not be allocated voting rights.

      A form of a pooling and servicing agreement has been filed as an exhibit
to the registration statement of which this prospectus is a part. However, the
provisions of the Governing Document for each series of offered certificates
will vary depending upon the nature of the certificates to be issued thereunder
and the nature of the related trust assets. The following summaries describe
select provisions that may appear in the Governing Document for each series of
offered certificates. The prospectus supplement for each series of offered
certificates will provide material additional information regarding the
Governing Document for that series. The summaries in this prospectus do not
purport to be complete, and you should refer to the provisions of the Governing
Document for your offered certificates and, further, to the description of those
provisions in the related prospectus supplement. We will provide a copy of the
Governing Document, exclusive of exhibits, that relates to your offered
certificates, without charge, upon written request addressed to our principal
executive offices specified under "Greenwich Capital Commercial Funding Corp."

ASSIGNMENT OF MORTGAGE ASSETS

      At the time of initial issuance of any series of offered certificates, we
will assign or cause to be assigned to the designated trustee the mortgage
assets and any other assets to be included in the related trust. We will specify
in the related prospectus supplement all material documents to


                                       94



be delivered, and all other material actions to be taken, by us or any prior
holder of the related mortgage assets in connection with that assignment. We
will also specify in the related prospectus supplement any remedies available to
the related certificateholders, or the related trustee on their behalf, in the
event that any of those material documents are not delivered or any of those
other material actions are not taken as required. Concurrently with that
assignment, the related trustee will deliver to us or our designee the
certificates of that series in exchange for the mortgage assets and the other
assets to be included in the related trust.

      Each mortgage asset included in one of our trusts will be identified in a
schedule appearing as an exhibit to the related Governing Document. That
schedule generally will include detailed information about each mortgage asset
transferred to the related trust, including:

      o     in the case of a mortgage loan--

            1.    the address of the related real property,

            2.    the mortgage interest rate and, if applicable, the applicable
                  index, gross margin, adjustment date and any rate cap
                  information,

            3.    the remaining term to maturity,

            4.    if the mortgage loan is a balloon loan, the remaining
                  amortization term, and

            5.    the outstanding principal balance; and

      o     in the case of a mortgage-backed security--

            1.    the outstanding principal balance, and

            2.    the pass-through rate or coupon rate.

REPRESENTATIONS AND WARRANTIES WITH RESPECT TO MORTGAGE ASSETS

      We will, with respect to each mortgage asset in the related trust, make or
assign, or cause to be made or assigned, a limited set of representations and
warranties covering, by way of example:

      o     the accuracy of the information set forth for each mortgage asset on
            the schedule of mortgage assets appearing as an exhibit to the
            Governing Document for that series;

      o     the warranting party's title to each mortgage asset and the
            authority of the warranting party to sell that mortgage asset; and

      o     in the case of a mortgage loan--

            1.    the enforceability of the related mortgage note and mortgage,

            2.    the existence of title insurance insuring the lien priority of
                  the related mortgage, and

            3.    the payment status of the mortgage loan.


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      We will identify the warranting party, and give a more complete sampling
of the representations and warranties made thereby, in the related prospectus
supplement. We will also specify in the related prospectus supplement any
remedies against the warranting party available to the related
certificateholders, or the related trustee on their behalf, in the event of a
breach of any of those representations and warranties. In most cases, the
warranting party will be a prior holder of the particular mortgage assets.

COLLECTION AND OTHER SERVICING PROCEDURES WITH RESPECT TO MORTGAGE LOANS

      The Governing Document for each series of offered certificates will govern
the servicing and administration of any mortgage loans included in the related
trust.

      In general, the related master servicer and special servicer, directly or
through primary servicers or sub-servicers, will be obligated to service and
administer for the benefit of the related certificateholders the mortgage loans
in any of our trusts. The master servicer and the special servicer will be
required to service and administer those mortgage loans in accordance with
applicable law and, further, in accordance with the terms of the related
Governing Document, the mortgage loans themselves and any instrument of credit
support included in that trust. Subject to the foregoing, the master servicer
and the special servicer will each have full power and authority to do any and
all things in connection with that servicing and administration that it may deem
necessary and desirable.

      As part of its servicing duties, each of the master servicer and the
special servicer for one of our trusts will be required to make reasonable
efforts to collect all payments called for under the terms and provisions of the
related mortgage loans that it services. In general, each of the master servicer
and the special servicer for one of our trusts will be obligated to follow those
collection procedures as are consistent with the servicing standard set forth in
the related Governing Document.

      Consistent with the foregoing, the master servicer and the special
servicer will each be permitted, in its discretion, to waive any default
interest or late payment charge in connection with collecting a late payment on
any defaulted mortgage loan that it is responsible for servicing.

      The master servicer and/or the special servicer for one or our trusts,
directly or through primary servicers or sub-servicers, will also be required to
perform various other customary functions of a servicer of comparable loans,
including:

      o     maintaining escrow or impound accounts for the payment of taxes,
            insurance premiums, ground rents and similar items, or otherwise
            monitoring the timely payment of those items;

      o     ensuring that the related real properties are properly insured;

      o     attempting to collect delinquent payments;

      o     supervising foreclosures;

      o     negotiating modifications;

      o     responding to borrower requests for partial releases of the
            encumbered real property, easements, consents to alteration or
            demolition and similar matters;


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      o     protecting the interests of certificateholders with respect to
            senior lienholders;

      o     conducting inspections of the related real properties on a periodic
            or other basis;

      o     collecting and evaluating financial statements for the related real
            properties;

      o     managing or overseeing the management of real properties acquired on
            behalf of the trust through foreclosure, deed-in-lieu of foreclosure
            or otherwise; and

      o     maintaining servicing records relating to mortgage loans in the
            trust.

      We will specify in the related prospectus supplement when, and the extent
to which, servicing of a mortgage loan is to be transferred from a master
servicer to a special servicer. In general, a special servicer for any of our
trusts will be responsible for the servicing and administration of:

      o     mortgage loans that are delinquent with respect to a specified
            number of scheduled payments;

      o     mortgage loans as to which there is a material non-monetary default;

      o     mortgage loans as to which the related borrower has--

            1.    entered into or consented to bankruptcy, appointment of a
                  receiver or conservator or similar insolvency proceeding, or

            2.    become the subject of a decree or order for such a proceeding
                  which has remained in force undischarged or unstayed for a
                  specified number of days; and

      o     real properties acquired as part of the trust with respect to
            defaulted mortgage loans.

      The related Governing Document may also may provide that if a default on a
mortgage loan in the related trust has occurred or, in the judgment of the
related master servicer, a payment default is reasonably foreseeable, the
related master servicer may elect to transfer the servicing of that mortgage
loan, in whole or in part, to the related special servicer. When the
circumstances no longer warrant a special servicer's continuing to service a
particular mortgage loan, such as when the related borrower is paying in
accordance with the forbearance arrangement entered into between the special
servicer and that borrower, the master servicer will generally resume the
servicing duties with respect to the particular mortgage loan.

      A borrower's failure to make required mortgage loan payments may mean that
operating income from the related real property is insufficient to service the
mortgage debt, or may reflect the diversion of that income from the servicing of
the mortgage debt. In addition, a borrower that is unable to make mortgage loan
payments may also be unable to make timely payment of taxes and otherwise to
maintain and insure the related real property. In general, with respect to each
series of offered certificates, the related special servicer will be required to
monitor any mortgage loan in the related trust that is in default, evaluate
whether the causes of the default can be corrected over a reasonable period
without significant impairment of the value of the related real property,
initiate corrective action in cooperation with the mortgagor if cure is likely,
inspect the related real property and take any other actions as it deems
necessary and appropriate. A significant period of time may elapse before a
special servicer is able to assess the success of any


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corrective action or the need for additional initiatives. The time within which
a special servicer can--

      o     make the initial determination of appropriate action,

      o     evaluate the success of corrective action,

      o     develop additional initiatives,

      o     institute foreclosure proceedings and actually foreclose, or

      o     accept a deed to a real property in lieu of foreclosure, on behalf
            of the certificateholders of the related series,

may vary considerably depending on the particular mortgage loan, the related
real property, the borrower, the presence of an acceptable party to assume the
mortgage loan and the laws of the jurisdiction in which the related real
property is located. If a borrower files a bankruptcy petition, the special
servicer may not be permitted to accelerate the maturity of the defaulted loan
or to foreclose on the related real property for a considerable period of time.
See "Legal Aspects of Mortgage Loans--Bankruptcy Laws."

      A special servicer for one of our trusts may also perform limited duties
with respect to mortgage loans in that trust for which the related master
servicer is primarily responsible, such as--

      o     performing property inspections and collecting, and

      o     evaluating financial statements.

      A master servicer for one of our trusts may perform limited duties with
respect to any mortgage loan in that trust for which the related special
servicer is primarily responsible, such as--

      o     continuing to receive payments on the mortgage loan,

      o     making calculations with respect to the mortgage loan, and

      o     making remittances and preparing reports to the related trustee
            and/or certificateholders with respect to the mortgage loan.

      The duties of the master servicer and special servicer for your series
will be more fully described in the related prospectus supplement.

      The master servicer for your series, or another party specified in the
prospectus supplement, will be responsible for filing and settling claims with
respect to particular mortgage loans for your series under any applicable
instrument of credit support. See "Description of Credit Support" in this
prospectus.

SERVICING MORTGAGE LOANS THAT ARE PART OF A LOAN GROUP

      Certain of the mortgage loans that are included in one of our trusts will
be part of a loan group as described under "Description of the Trust
Assets--Mortgage Loans--Loan Groups." With respect to certain of those mortgage
loans, the entire loan group may be serviced under the


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Governing Document for our trust and, in that event (a) the servicers under the
Governing Document will have to service the loan group with regard to and
considering the interests of the holders of the non-trust mortgage loans
included in the related loan group and (b) the related non-trust mortgage loan
noteholders may be permitted to exercise certain rights and direct certain
servicing actions with respect to the entire loan group, including the mortgage
loan in our trust. With respect to other mortgage loans in one of our trusts
that are part of a loan group, the entire loan group may be serviced under a
servicing agreement for the securitization of a related non-trust loan in that
loan group and, in that event (a) our servicer and the certificateholders of the
related series of certificates will have limited ability to control the
servicing of those mortgage loans and (b) the related non-trust mortgage loan
noteholders may be permitted to exercise certain rights and direct certain
servicing actions with respect to the entire loan group, including the mortgage
loan in our trust. See "RISK FACTORS--With Respect to Certain Mortgage Loans
Included in Our Trusts, the Mortgaged Property or Properties that Secure the
Subject Mortgage Loan in the Trust Also Secure One (1) or More Related Mortgage
Loans That Are Not in the Trust; The Interests of the Holders of Those Non-Trust
Mortgage Loans May Conflict with Your Interests."

SUB-SERVICERS

      A master servicer or special servicer may delegate its servicing
obligations to one or more third-party servicers or sub-servicers. However, the
master servicer or special servicer will generally remain obligated under the
related Governing Document. Each sub-servicing agreement between a master
servicer or special servicer, as applicable, and a sub-servicer must provide for
servicing of the applicable mortgage loans consistent with the related Governing
Document. Any master servicer and special servicer for one of our trusts will
each be required to monitor the performance of sub-servicers retained by it.

      Generally, any master servicer or special servicer for one of our trusts
will be solely liable for all fees owed by it to any sub-servicer, regardless of
whether the master servicer's or special servicer's compensation under the
related Governing Document is sufficient to pay those fees. Each sub-servicer
will be entitled to reimbursement from the master servicer or special servicer,
as the case may be, that retained it, for expenditures which it makes, generally
to the same extent the master servicer or special servicer would be reimbursed
under the related Governing Document.

COLLECTION OF PAYMENTS ON MORTGAGE-BACKED SECURITIES

      If a mortgage-backed security is included among the trust assets
underlying any series of offered certificates, then--

      o     that mortgage-backed security will be registered in the name of the
            related trustee or its designee;

      o     the related trustee will receive payments on that mortgage-backed
            security; and

      o     subject to any conditions described in the related prospectus
            supplement, the related trustee or a designated manager will, on
            behalf and at the expense of the trust, exercise all rights and
            remedies with respect to that mortgaged-backed security, including
            the prosecution of any legal action necessary in connection with any
            payment default.


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MATTERS REGARDING THE MASTER SERVICER, THE SPECIAL SERVICER, THE MANAGER AND US

      No master servicer, special servicer or manager for any of our trusts may
resign from its obligations in that capacity, except upon--

      o     the appointment of, and the acceptance of that appointment by, a
            successor to the resigning party and receipt by the related trustee
            of written confirmation from each applicable rating agency that the
            resignation and appointment will not result in a withdrawal,
            qualification or downgrade of any rating assigned by that rating
            agency to any class of certificates of the related series, or

      o     a determination that those obligations are no longer permissible
            under applicable law or are in material conflict by reason of
            applicable law with any other activities carried on by the resigning
            party.

      In general, no resignation will become effective until the related trustee
or other successor has assumed the obligations and duties of the resigning
master servicer, special servicer or manager, as the case may be.

      With respect to each series of offered certificates, we and the related
master servicer, special servicer and/or manager, if any, will, in each case, be
obligated to perform only those duties specifically required under the related
Governing Document.

      In no event will we, any master servicer, special servicer or manager for
one of our trusts, or any of our or their respective members, managers,
directors, officers, employees or agents, be under any liability to that trust
or the related certificateholders for any action taken, or not taken, in good
faith under the related Governing Document or for errors in judgment. Neither we
nor any of those other persons or entities will be protected, however, against
any liability that would otherwise be imposed by reason of--

      o     willful misfeasance, bad faith or gross negligence in the
            performance of obligations or duties under the Governing Document
            for any series of offered certificates, or

      o     reckless disregard of those obligations and duties.

      Furthermore, the Governing Document for each series of offered
certificates will entitle us, the master servicer, special servicer and/or
manager for the related trust, and our and their respective members, managers,
directors, officers, employees and agents, to indemnification out of the related
trust assets for any loss, liability or expense incurred in connection with any
legal action or claim that relates to that Governing Document or series of
offered certificates or to the related trust. The indemnification will not
extend, however, to any loss, liability or expense:

      o     specifically required to be borne by the relevant party, without
            right of reimbursement, under the terms of that Governing Document;

      o     incurred in connection with any legal action or claim against the
            relevant party resulting from any breach of a representation or
            warranty made in that Governing Document; or

      o     incurred in connection with any legal action or claim against the
            relevant party resulting from any willful misfeasance, bad faith or
            gross negligence in the performance of


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            obligations or duties under that Governing Document or reckless
            disregard of those obligations and duties.

      Neither we nor any master servicer, special servicer or manager for the
related trust will be under any obligation to appear in, prosecute or defend any
legal action unless:

      o     the action is related to the respective responsibilities of that
            party under the Governing Document for the affected series of
            offered certificates; and

      o     either--

            1.    that party is specifically required to bear the expense of the
                  action, or

            2.    the action will not, in its opinion, involve that party in any
                  ultimate expense or liability for which it would not be
                  reimbursed under the Governing Document for the affected
                  series of offered certificates.

      However, we and each of those other parties may undertake any legal action
that may be necessary or desirable with respect to the enforcement or protection
of the rights and duties of the parties to the Governing Document for any series
of offered certificates and the interests of the certificateholders of that
series under that Governing Document. In that event, the legal expenses and
costs of the action, and any liability resulting from the action, will be
expenses, costs and liabilities of the related trust and payable out of related
trust assets.

      With limited exception, any person or entity--

      o     into which we or any related master servicer, special servicer or
            manager may be merged or consolidated, or

      o     resulting from any merger or consolidation to which we or any
            related master servicer, special servicer or manager is a party, or

      o     succeeding to our business or the business of any related master
            servicer, special servicer or manager,

will be the successor of us or that master servicer, special servicer or
manager, as the case may be, under the Governing Document for a series of
offered certificates.

      The compensation arrangements with respect to any master servicer, special
servicer and/or manager for any of our trusts will be set forth in the related
prospectus supplement. In general, that compensation will be payable out of the
related trust assets.

EVENTS OF DEFAULT

      We will identify in related prospectus supplement the various events of
default under the Governing Document for each series of offered certificates for
which any related master servicer, special servicer or manager may be terminated
in that capacity.


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AMENDMENT

      The Governing Document for each series of offered certificates may be
amended by the parties thereto, without the consent of any of the holders of
those certificates, or of any non-offered certificates of the same series, for
the following reasons:

            1.    to cure any ambiguity;

            2.    to correct, modify or supplement any provision in the
                  Governing Document which may be inconsistent with any other
                  provision in that document or with the description of that
                  document set forth in this prospectus or the related
                  prospectus supplement;

            3.    to add any other provisions with respect to matters or
                  questions arising under the Governing Document that are not
                  inconsistent with the existing provisions of that document;

            4.    to the extent applicable, to relax or eliminate any
                  requirement under the Governing Document imposed by the
                  provisions of the Internal Revenue Code relating to REMICs or
                  grantor trusts if the provisions of the Internal Revenue Code
                  are amended or clarified so as to allow for the relaxation or
                  elimination of that requirement;

            5.    to relax or eliminate any requirement under the Governing
                  Document imposed by the Securities Act of 1933, as amended, or
                  the rules under that Act if that Act or those rules are
                  amended or clarified so as to allow for the relaxation or
                  elimination of that requirement;

            6.    to comply with any requirements imposed by the Internal
                  Revenue Code or any final, temporary or, in some cases,
                  proposed regulation, revenue ruling, revenue procedure or
                  other written official announcement or interpretation relating
                  to federal income tax laws, or to avoid a prohibited
                  transaction or reduce the incidence of any tax that would
                  arise from any actions taken with respect to the operation of
                  any REMIC or grantor trust created under the Governing
                  Document;

            7.    to the extent applicable, to modify, add to or eliminate the
                  transfer restrictions relating to the certificates which are
                  residual interests in a REMIC; or

            8.    to otherwise modify or delete existing provisions of the
                  Governing Document.

      However, no such amendment of the Governing Document for any series of
offered certificates, that is covered solely by clauses 3. or 8. above, may
adversely affect in any material respect the interests of any holders of offered
or non-offered certificates of that series. In addition, no such amendment may
significantly change the activities of the related trust.

      In general, the Governing Document for a series of offered certificates
may also be amended by the parties to that document, with the consent of the
holders of offered and non-offered certificates representing, in total, not less
than 66 2/3%, or any other percentage specified in the related prospectus
supplement, of all the voting rights allocated to those classes of that series
that are affected by the amendment. However, the Governing Document for a series
of offered certificates may not be amended to--


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      o     reduce in any manner the amount of, or delay the timing of, payments
            received on the related mortgage assets which are required to be
            distributed on any offered or non-offered certificate of that series
            without the consent of the holder of that certificate; or

      o     adversely affect in any material respect the interests of the
            holders of any class of offered or non-offered certificates of that
            series in any other manner without the consent of the holders of all
            certificates of that class; or

      o     significantly change the activities of the trust without the consent
            of the holders of offered and/or non-offered certificates
            representing, in total, not less than 51% of the voting rights for
            that series, not taking into account certificates of that series
            held by us or any of our affiliates or agents; or

      o     modify the provisions of the Governing Document relating to
            amendments of that document without the consent of the holders of
            all offered and non-offered certificates of that series then
            outstanding; or

      o     modify the specified percentage of voting rights which is required
            to be held by certificateholders to consent, approve or object to
            any particular action under the Governing Document without the
            consent of the holders of all offered and non-offered certificates
            of that series then outstanding.

LIST OF CERTIFICATEHOLDERS

      Upon written request of three or more certificateholders of record of any
series made for purposes of communicating with other holders of certificates of
the same series with respect to their rights under the related Governing
Document, the related trustee or other certificate registrar of that series will
afford the requesting certificateholders access during normal business hours to
the most recent list of certificateholders of that series. However, the trustee
may first require a copy of the communication that the requesting
certificateholders proposed to send.

THE TRUSTEE

      The trustee for each series of offered certificates will be named in the
related prospectus supplement. The commercial bank, banking association, banking
corporation or trust company that serves as trustee for any series of offered
certificates may have typical banking relationships with the us and our
affiliates and with any of the other parties to the related Governing Document
and its affiliates.

DUTIES OF THE TRUSTEE

      The trustee for each series of offered certificates will not--

      o     make any representation as to the validity or sufficiency of those
            certificates, the related Governing Document (other than as to its
            being a valid obligation of such trustee) or any underlying mortgage
            asset or related document, or

      o     be accountable for the use or application by or on behalf of any
            other party to the related Governing Document of any funds paid to
            that party with respect to those certificates or the underlying
            mortgage assets.


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      If no event of default has occurred and is continuing under the related
Governing Document, the trustee for each series of offered certificates will be
required to perform only those duties specifically required under the related
Governing Document. However, upon receipt of any of the various certificates,
reports or other instruments required to be furnished to it under the related
Governing Document, the trustee must examine those documents and determine
whether they conform to the requirements of that Governing Document.

MATTERS REGARDING THE TRUSTEE

      As and to the extent described in the related prospectus supplement, the
fees and normal disbursements of the trustee for any series of offered
certificates may be the expense of the related master servicer or other
specified person or may be required to be paid by the related trust assets.

      The trustee for each series of offered certificates and each of its
directors, officers, employees and agents will be entitled to indemnification,
out of related trust assets, for any loss, liability or expense incurred by that
trustee or any of those other persons in connection with that trustee's
acceptance or administration of its trusts under the related Governing Document.
However, the indemnification of a trustee or any of its directors, officers,
employees and agents will not extend to any loss, liability or expense incurred
by reason of willful misfeasance, bad faith or gross negligence on the part of
the trustee in the performance of its obligations and duties under the related
Governing Document.

      No trustee for any series of offered certificates will be liable for any
action reasonably taken, suffered or omitted by it in good faith and believed by
it to be authorized by the related Governing Document.

      No trustee for any series of offered certificates will be under any
obligation to exercise any of the trusts or powers vested in it by the related
Governing Document or to institute, conduct or defend any litigation under or in
relation to that Governing Document at the request, order or direction of any of
the certificateholders of that series, unless those certificateholders have
offered the trustee reasonable security or indemnity against the costs, expenses
and liabilities that may be incurred as a result.

      No trustee for any series of offered certificates will be required to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties under the related Governing Document, or in the
exercise of any of its rights or powers, if it has reasonable grounds for
believing that repayment of those funds or adequate indemnity against that risk
or liability is not reasonably assured to it.

      The trustee for each series of offered certificates will be entitled to
execute any of its trusts or powers and perform any of its duties under the
related Governing Document, either directly or by or through agents or
attorneys. The trustee will not be responsible for any willful misconduct or
gross negligence on the part of any agent or attorney appointed by it with due
care.

RESIGNATION AND REMOVAL OF THE TRUSTEE

      The trustee for any series of offered certificates may resign at any time.
We will be obligated to appoint a successor to a resigning trustee. We may also
remove the trustee for any series of


                                       104



offered certificates if that trustee ceases to be eligible to continue as such
under the related Governing Document or if that trustee becomes insolvent. The
trustee for any series of offered certificates may also be removed at any time
by the holders of the offered and non-offered certificates of that series
evidencing not less than 51%, or any other percentage specified in the related
prospectus supplement, of the voting rights for that series. However, if the
removal was without cause, the certificateholders effecting the removal may be
responsible for any costs and expenses incurred by the terminated trustee in
connection with its removal. Any resignation or removal of a trustee and
appointment of a successor trustee will not become effective until acceptance of
the appointment by the successor trustee.

                          DESCRIPTION OF CREDIT SUPPORT

GENERAL

      Credit support may be provided with respect to one or more classes of the
offered certificates of any series or with respect to the related mortgage
assets. That credit support may be in the form of any of the following:

      o     the subordination of one or more other classes of certificates of
            the same series;

      o     the use of letters of credit, surety bonds, insurance policies,
            guarantees or guaranteed investment contracts;

      o     the establishment of one or more reserve funds; or

      o     any combination of the foregoing.

      If and to the extent described in the related prospectus supplement, any
of the above forms of credit support may provide credit enhancement for
non-offered certificates, as well as offered certificates, or for more than one
series of certificates.

      If you are the beneficiary of any particular form of credit support, that
credit support may not protect you against all risks of loss and will not
guarantee payment to you of all amounts to which you are entitled under your
offered certificates. If losses or shortfalls occur that exceed the amount
covered by that credit support or that are of a type not covered by that credit
support, you will bear your allocable share of deficiencies. Moreover, if that
credit support covers the offered certificates of more than one class or series
and total losses on the related mortgage assets exceed the amount of that credit
support, it is possible that the holders of offered certificates of other
classes and/or series will be disproportionately benefited by that credit
support to your detriment.

      If you are the beneficiary of any particular form of credit support, we
will include in the related prospectus supplement a description of the
following:

      o     the nature and amount of coverage under that credit support;

      o     any conditions to payment not otherwise described in this
            prospectus;

      o     any conditions under which the amount of coverage under that credit
            support may be reduced and under which that credit support may be
            terminated or replaced; and


                                       105



      o     the material provisions relating to that credit support.

      Additionally, we will set forth in the related prospectus supplement
information with respect to the obligor, if any, under any instrument of credit
support.

SUBORDINATE CERTIFICATES

      If and to the extent described in the related prospectus supplement, one
or more classes of certificates of any series may be subordinate to one or more
other classes of certificates of that series. If you purchase subordinate
certificates, your right to receive payments out of collections and advances on
the related trust assets on any payment date will be subordinated to the
corresponding rights of the holders of the more senior classes of certificates.
If and to the extent described in the related prospectus supplement, the
subordination of a class of certificates may not cover all types of losses or
shortfalls. In the related prospectus supplement, we will set forth information
concerning the method and amount of subordination provided by a class or classes
of subordinate certificates in a series and the circumstances under which that
subordination will be available.

      If the mortgage assets in any trust established by us are divided into
separate groups, each supporting a separate class or classes of certificates of
the related series, credit support may be provided by cross-support provisions
requiring that payments be made on senior certificates evidencing interests in
one group of those mortgage assets prior to payments on subordinate certificates
evidencing interests in a different group of those mortgage assets. We will
describe in the related prospectus supplement the manner and conditions for
applying any cross-support provisions.

LETTERS OF CREDIT

      If and to the extent described in the related prospectus supplement,
deficiencies in amounts otherwise payable on a series of offered certificates or
select classes of those certificates will be covered by one or more letters of
credit, issued by a bank or other financial institution specified in the related
prospectus supplement. The issuer of a letter of credit will be obligated to
honor draws under that letter of credit in a total fixed dollar amount, net of
unreimbursed payments under the letter of credit, generally equal to a
percentage specified in the related prospectus supplement of the total principal
balance of some or all of the related mortgage assets as of the date the related
trust was formed or of the initial total principal balance of one or more
classes of certificates of the applicable series. The letter of credit may
permit draws only in the event of select types of losses and shortfalls. The
amount available under the letter of credit will, in all cases, be reduced to
the extent of the unreimbursed payments thereunder and may otherwise be reduced
as described in the related prospectus supplement. The obligations of the letter
of credit issuer under the letter of credit for any series of offered
certificates will expire at the earlier of the date specified in the related
prospectus supplement or the termination of the related trust.

CERTIFICATE INSURANCE AND SURETY BONDS

      If and to the extent described in the related prospectus supplement,
deficiencies in amounts otherwise payable on a series of offered certificates or
select classes of those certificates will be covered by insurance policies or
surety bonds provided by one or more insurance companies or


                                       106



sureties. Those instruments may cover, with respect to one or more classes of
the offered certificates of the related series, timely payments of interest and
principal or timely payments of interest and payments of principal on the basis
of a schedule of principal payments set forth in or determined in the manner
specified in the related prospectus supplement. We will describe in the related
prospectus supplement any limitations on the draws that may be made under any of
those instruments.

INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS

      The mortgage loans included in any trust established by us may be covered
for some default risks by insurance policies or guarantees. If so, we will
describe in the related prospectus supplement the nature of those default risks
and the extent of that coverage.

RESERVE FUNDS

      If and to the extent described in the related prospectus supplement,
deficiencies in amounts otherwise payable on a series of offered certificates or
select classes of those certificates will be covered, to the extent of available
funds, by one or more reserve funds in which cash, a letter of credit, permitted
investments, a demand note or a combination of the foregoing, will be deposited,
in the amounts specified in the related prospectus supplement. If and to the
extent described in the related prospectus supplement, the reserve fund for the
related series of offered certificates may also be funded over time.

      Amounts on deposit in any reserve fund for a series of offered
certificates will be applied for the purposes, in the manner, and to the extent
specified in the related prospectus supplement. If and to the extent described
in the related prospectus supplement, reserve funds may be established to
provide protection only against select types of losses and shortfalls. Following
each payment date for the related series of offered certificates, amounts in a
reserve fund in excess of any required balance may be released from the reserve
fund under the conditions and to the extent specified in the related prospectus
supplement.

CREDIT SUPPORT WITH RESPECT TO MBS

      If and to the extent described in the related prospectus supplement, any
mortgage-backed security included in one of our trusts and/or the mortgage loans
that back that security may be covered by one or more of the types of credit
support described in this prospectus. We will specify in the related prospectus
supplement, as to each of those forms of credit support, the information
indicated above with respect to that mortgage-backed security, to the extent
that the information is material and available.

CASH FLOW AND DERIVATIVES AGREEMENTS

      If so specified in the prospectus supplement for a series of certificates,
the related trust fund may include guaranteed investment contracts pursuant to
which moneys held in the funds and accounts established for such series will be
invested at a specified rate. If so specified in the prospectus supplement for a
series of certificates, the related trust fund may include interest rate
exchange agreements or interest rate cap, collar or floor agreements. These
types of agreements may be used to limit the exposure of the trust fund or
investors in the certificates to fluctuations


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in interest rates and to situations where interest rates become higher or lower
than specified thresholds, and may also be used to permit issuance of fixed or
floating rate classes of certificates. Generally, an interest rate exchange
agreement is a contract between two parties to pay and receive, with a set
frequency, interest payments determined by applying the differential between two
interest rates to an agreed-upon notional principal. Generally, an interest rate
cap agreement is a contract pursuant to which one party agrees to reimburse
another party for a floating rate interest payment obligation, to the extent
that the rate payable at any time exceeds a specified cap. Generally, an
interest rate floor agreement is a contract pursuant to which one party agrees
to reimburse another party in the event that amounts owing to the latter party
under a floating rate interest payment obligation are payable at a rate which is
less than a specified floor. Generally an interest rate collar agreement is a
combination of an interest rate cap and interest rate floor agreement. The trust
fund may also include currency exchange agreements, which limit the exposure of
the trust fund to changes in currency exchange rates. Generally, a currency
exchange agreement is a contract between two parties to exchange future payments
in one currency for future payments in another currency. The specific provisions
of these types of agreements will be described in the related prospectus
supplement. The Depositor will not include in any trust fund any cash flow or
derivative agreement that could be used to create a security whose payment is
not based primarily by reference to the performance of the mortgage assets in
the trust fund.

                         LEGAL ASPECTS OF MORTGAGE LOANS

      Most, if not all, of the mortgage loans underlying a series of offered
certificates will be secured by multifamily and commercial properties in the
United States, its territories and possessions. However, some of those mortgage
loans may be secured by multifamily and commercial properties outside the United
States, its territories and possessions.

      The following discussion contains general summaries of select legal
aspects of mortgage loans secured by multifamily and commercial properties in
the United States. Because these legal aspects are governed by applicable state
law, which may differ substantially from state to state, the summaries do not
purport to be complete, to reflect the laws of any particular state, or to
encompass the laws of all jurisdictions in which the security for the mortgage
loans underlying the offered certificates is situated. Accordingly, you should
be aware that the summaries are qualified in their entirety by reference to the
applicable laws of those states. See "Description of the Trust Assets--Mortgage
Loans."

      If a significant percentage of mortgage loans underlying a series of
offered certificates, are secured by properties in a particular state, we will
discuss the relevant state laws, to the extent they vary materially from this
discussion, in the related prospectus supplement.

GENERAL

      Each mortgage loan underlying a series of offered certificates will be
evidenced by a note or bond and secured by an instrument granting a security
interest in real property. The instrument granting a security interest in real
property may be a mortgage, deed of trust or a deed to secure debt, depending
upon the prevailing practice and law in the state in which that real property is
located. Mortgages, deeds of trust and deeds to secure debt are often
collectively referred to in


                                       108



this prospectus as "mortgages." A mortgage creates a lien upon, or grants a
title interest in, the real property covered by the mortgage, and represents the
security for the repayment of the indebtedness customarily evidenced by a
promissory note. The priority of the lien created or interest granted will
depend on--

      o     the terms of the mortgage,

      o     the terms of separate subordination agreements or intercreditor
            agreements with others that hold interests in the real property,

      o     the knowledge of the parties to the mortgage, and

      o     in general, the order of recordation of the mortgage in the
            appropriate public recording office.

      However, the lien of a recorded mortgage will generally be subordinate to
later-arising liens for real estate taxes and assessments and other charges
imposed under governmental police powers.

TYPES OF MORTGAGE INSTRUMENTS

      There are two parties to a mortgage--

      o     a mortgagor, who is the owner of the encumbered interest in the real
            property, and

      o     a mortgagee, who is the lender.

      In general, the mortgagor is also the borrower.

      In contrast, a deed of trust is a three-party instrument. The parties to a
deed of trust are--

      o     the trustor, who is the equivalent of a mortgagor,

      o     the trustee to whom the real property is conveyed, and

      o     the beneficiary for whose benefit the conveyance is made, who is the
            lender.

      Under a deed of trust, the trustor grants the property, irrevocably until
the debt is paid, in trust and generally with a power of sale, to the trustee to
secure repayment of the indebtedness evidenced by the related note.

      A deed to secure debt typically has two parties. Under a deed to secure
debt, the grantor, who is the equivalent of a mortgagor, conveys title to the
real property to the grantee, who is the lender, generally with a power of sale,
until the debt is repaid.

      Where the borrower is a land trust, there would be an additional party
because legal title to the property is held by a land trustee under a land trust
agreement for the benefit of the borrower. At origination of a mortgage loan
involving a land trust, the borrower may execute a separate undertaking to make
payments on the mortgage note. In no event is the land trustee personally liable
for the mortgage note obligation.

      The mortgagee's authority under a mortgage, the trustee's authority under
a deed of trust and the grantee's authority under a deed to secure debt are
governed by:


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      o     the express provisions of the related instrument,

      o     the law of the state in which the real property is located,

      o     various federal laws, and

      o     in some deed of trust transactions, the directions of the
            beneficiary.

INSTALLMENT CONTRACTS

      The mortgage loans underlying your offered certificates may consist of
installment contracts. Under an installment contract the seller retains legal
title to the property and enters into an agreement with the purchaser for
payment of the purchase price, plus interest, over the term of the installment
contract. Only after full performance by the borrower of the contract is the
seller obligated to convey title to the real estate to the purchaser. During the
period that the installment contract is in effect, the purchaser is generally
responsible for maintaining the property in good condition and for paying real
estate taxes, assessments and hazard insurance premiums associated with the
property.

      The seller's enforcement of an installment contract varies from state to
state. Generally, installment contracts provide that upon a default by the
purchaser, the purchaser loses his or her right to occupy the property, the
entire indebtedness is accelerated, and the purchaser's equitable interest in
the property is forfeited. The seller in this situation does not have to
foreclose in order to obtain title to the property, although in some cases a
quiet title action is in order if the purchaser has filed the installment
contract in local land records and an ejectment action may be necessary to
recover possession. In a few states, particularly in cases of purchaser default
during the early years of an installment contract, the courts will permit
ejectment of the purchaser and a forfeiture of his or her interest in the
property.

      However, most state legislatures have enacted provisions by analogy to
mortgage law protecting borrowers under installment contracts from the harsh
consequences of forfeiture. Under those statutes, a judicial or nonjudicial
foreclosure may be required, the seller may be required to give notice of
default and the borrower may be granted some grace period during which the
contract may be reinstated upon full payment of the default amount and the
purchaser may have a post-foreclosure statutory redemption right. In other
states, courts in equity may permit a purchaser with significant investment in
the property under an installment contract for the sale of real estate to share
in the proceeds of sale of the property after the indebtedness is repaid or may
otherwise refuse to enforce the forfeiture clause. Nevertheless, generally
speaking, the seller's procedures for obtaining possession and clear title under
an installment contract for the sale of real estate in a given state are simpler
and less time-consuming and costly than are the procedures for foreclosing and
obtaining clear title to a mortgaged property.

LEASES AND RENTS

      A mortgage that encumbers an income-producing property often contains an
assignment of rents and leases and/or may be accompanied by a separate
assignment of rents and leases. Under an assignment of rents and leases, the
borrower assigns to the lender the borrower's right, title and interest as
landlord under each lease and the income derived from each lease. However, the
borrower retains a revocable license to collect the rents, provided there is no
default and the rents


                                       110



are not directly paid to the lender. If the borrower defaults, the license
terminates and the lender is entitled to collect the rents. Local law may
require that the lender take possession of the property and/or obtain a
court-appointed receiver before becoming entitled to collect the rents.

      In most states, hotel and motel room rates are considered accounts
receivable under the UCC. Room rates are generally pledged by the borrower as
additional security for the loan when a mortgage loan is secured by a hotel or
motel. In general, the lender must file financing statements in order to perfect
its security interest in the room rates and must file continuation statements,
generally every five years, to maintain that perfection. Mortgage loans secured
by hotels or motels may be included in one of our trusts even if the security
interest in the room rates was not perfected or the requisite UCC filings were
allowed to lapse. A lender will generally be required to commence a foreclosure
action or otherwise take possession of the property in order to enforce its
rights to collect the room rates following a default, even if the lender's
security interest in room rates is perfected under applicable nonbankruptcy law.

      In the bankruptcy setting, the lender will be stayed from enforcing its
rights to collect hotel and motel room rates. However, the room rates will
constitute cash collateral and cannot be used by the bankrupt borrower--

      o     without a hearing or the lender's consent, or

      o     unless the lender's interest in the room rates is given adequate
            protection.

For purposes of the foregoing, the adequate protection may include a cash
payment for otherwise encumbered funds or a replacement lien on unencumbered
property, in either case equal in value to the amount of room rates that the
bankrupt borrower proposes to use. See "--Bankruptcy Laws" below.

PERSONALITY

      Some types of income-producing real properties, such as hotels, motels and
nursing homes, may include personal property, which may, to the extent it is
owned by the borrower and not previously pledged, constitute a significant
portion of the property's value as security. The creation and enforcement of
liens on personal property are governed by the UCC. Accordingly, if a borrower
pledges personal property as security for a mortgage loan, the lender generally
must file UCC financing statements in order to perfect its security interest in
the personal property and must file continuation statements, generally every
five years, to maintain that perfection. Mortgage loans secured in part by
personal property may be included in one of our trusts even if the security
interest in the personal property was not perfected or the requisite UCC filings
were allowed to lapse.

FORECLOSURE

      General. Foreclosure is a legal procedure that allows the lender to
recover its mortgage debt by enforcing its rights and available legal remedies
under the mortgage. If the borrower defaults in payment or performance of its
obligations under the note or mortgage, the lender has the right to institute
foreclosure proceedings to sell the real property security at public auction to
satisfy the indebtedness.


                                       111



      Foreclosure Procedures Vary From State to State. The two primary methods
of foreclosing a mortgage are--

      o     judicial foreclosure, involving court proceedings, and

      o     nonjudicial foreclosure under a power of sale granted in the
            mortgage instrument.

      Other foreclosure procedures are available in some states, but they are
either infrequently used or available only in limited circumstances.

      A foreclosure action is subject to most of the delays and expenses of
other lawsuits if defenses are raised or counterclaims are interposed. A
foreclosure action sometimes requires several years to complete.

      Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the mortgaged property. Generally, a lender
initiates the action by the service of legal pleadings upon--

      o     all parties having a subordinate interest of record in the real
            property, and

      o     all parties in possession of the property, under leases or
            otherwise, whose interests are subordinate to the mortgage.

      Delays in completion of the foreclosure may occasionally result from
difficulties in locating defendants. When the lender's right to foreclose is
contested, the legal proceedings can be time-consuming. The court generally
issues a judgment of foreclosure and appoints a referee or other officer to
conduct a public sale of the mortgaged property upon successful completion of a
judicial foreclosure proceeding. The proceeds of that public sale are used to
satisfy the judgment. The procedures that govern these public sales vary from
state to state.

      Equitable and Other Limitations on Enforceability of Particular
Provisions. United States courts have traditionally imposed general equitable
principles to limit the remedies available to lenders in foreclosure actions.
These principles are generally designed to relieve borrowers from the effects of
mortgage defaults perceived as harsh or unfair. Relying on these principles, a
court may:

      o     alter the specific terms of a loan to the extent it considers
            necessary to prevent or remedy an injustice, undue oppression or
            overreaching;

      o     require the lender to undertake affirmative actions to determine the
            cause of the borrower's default and the likelihood that the borrower
            will be able to reinstate the loan;

      o     require the lender to reinstate a loan or recast a payment schedule
            in order to accommodate a borrower that is suffering from a
            temporary financial disability; or

      o     limit the right of the lender to foreclose in the case of a
            nonmonetary default, such as--

            1.    a failure to adequately maintain the mortgaged property, or

            2.    an impermissible further encumbrance of the mortgaged
                  property.


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      Some courts have addressed the issue of whether federal or state
constitutional provisions reflecting due process concerns for adequate notice
require that a borrower receive notice in addition to statutorily-prescribed
minimum notice. For the most part, these cases have--

      o     upheld the reasonableness of the notice provisions, or

      o     found that a public sale under a mortgage providing for a power of
            sale does not involve sufficient state action to trigger
            constitutional protections.

      In addition, some states may have statutory protection such as the right
of the borrower to reinstate its mortgage loan after commencement of foreclosure
proceedings but prior to a foreclosure sale.

      Nonjudicial Foreclosure/Power of Sale. In states permitting nonjudicial
foreclosure proceedings, foreclosure of a deed of trust is generally
accomplished by a nonjudicial trustee's sale under a power of sale typically
granted in the deed of trust. A power of sale may also be contained in any other
type of mortgage instrument if applicable law so permits. A power of sale under
a deed of trust allows a nonjudicial public sale to be conducted generally
following--

      o     a request from the beneficiary/lender to the trustee to sell the
            property upon default by the borrower, and

      o     notice of sale is given in accordance with the terms of the deed of
            trust and applicable state law.

            In some states, prior to a nonjudicial public sale, the trustee
under the deed of trust must--

      o     record a notice of default and notice of sale, and

      o     send a copy of those notices to the borrower and to any other party
            who has recorded a request for a copy of them.

In addition, in some states, the trustee must provide notice to any other party
having an interest of record in the real property, including junior lienholders.
A notice of sale must be posted in a public place and, in most states, published
for a specified period of time in one or more newspapers. Some states require a
reinstatement period during which the borrower or junior lienholder may have the
right to cure the default by paying the entire actual amount in arrears, without
regard to the acceleration of the indebtedness, plus the lender's expenses
incurred in enforcing the obligation. In other states, the borrower or the
junior lienholder has only the right to pay off the entire debt to prevent the
foreclosure sale. Generally, state law governs the procedure for public sale,
the parties entitled to notice, the method of giving notice and the applicable
time periods.

      Public Sale. A third party may be unwilling to purchase a mortgaged
property at a public sale because of--

      o     the difficulty in determining the exact status of title to the
            property due to, among other things, redemption rights that may
            exist, and

      o     the possibility that physical deterioration of the property may have
            occurred during the foreclosure proceedings.


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      As a result of the foregoing, it is common for the lender to purchase the
mortgaged property and become its owner, subject to the borrower's right in some
states to remain in possession during a redemption period. In that case, the
lender will have both the benefits and burdens of ownership, including the
obligation to pay debt service on any senior mortgages, to pay taxes, to obtain
casualty insurance and to make repairs necessary to render the property suitable
for sale. The costs of operating and maintaining a commercial or multifamily
residential property may be significant and may be greater than the income
derived from that property. The lender also will commonly obtain the services of
a real estate broker and pay the broker's commission in connection with the sale
or lease of the property. Whether, the ultimate proceeds of the sale of the
property equal the lender's investment in the property depends upon market
conditions. Moreover, because of the expenses associated with acquiring, owning
and selling a mortgaged property, a lender could realize an overall loss on the
related mortgage loan even if the mortgaged property is sold at foreclosure, or
resold after it is acquired through foreclosure, for an amount equal to the full
outstanding principal amount of the loan plus accrued interest.

      The holder of a junior mortgage that forecloses on a mortgaged property
does so subject to senior mortgages and any other prior liens. In addition, it
may be obliged to keep senior mortgage loans current in order to avoid
foreclosure of its interest in the property. Furthermore, if the foreclosure of
a junior mortgage triggers the enforcement of a due-on-sale clause contained in
a senior mortgage, the junior mortgagee could be required to pay the full amount
of the senior mortgage indebtedness or face foreclosure.

      Rights of Redemption. The purposes of a foreclosure action are--

      o     to enable the lender to realize upon its security, and

      o     to bar the borrower, and all persons who have interests in the
            property that are subordinate to that of the foreclosing lender,
            from exercising their equity of redemption.

      The doctrine of equity of redemption provides that, until the property
encumbered by a mortgage has been sold in accordance with a properly conducted
foreclosure and foreclosure sale, those having interests that are subordinate to
that of the foreclosing lender have an equity of redemption and may redeem the
property by paying the entire debt with interest. Those having an equity of
redemption must generally be made parties to the foreclosure proceeding in order
for their equity of redemption to be terminated.

      The equity of redemption is a common-law, nonstatutory right which should
be distinguished from post-sale statutory rights of redemption. In some states,
the borrower and foreclosed junior lienors are given a statutory period in which
to redeem the property after sale under a deed of trust or foreclosure of a
mortgage. In some states, statutory redemption may occur only upon payment of
the foreclosure sale price. In other states, redemption may be permitted if the
former borrower pays only a portion of the sums due. A statutory right of
redemption will diminish the ability of the lender to sell the foreclosed
property because the exercise of a right of redemption would defeat the title of
any purchaser through a foreclosure. Consequently, the practical effect of the
redemption right is to force the lender to maintain the property and pay the
expenses of ownership until the redemption period has expired. In some states, a
post-sale statutory right of redemption may exist following a judicial
foreclosure, but not following a trustee's sale under a deed of trust.


                                       114



      One Action Rule. Several states (including California) have laws that
prohibit more than one "judicial action" to enforce a mortgage obligation, and
some courts have construed the term "judicial action" broadly. Accordingly, in
the case of a multi-property mortgage loan that is secured by mortgaged
properties located in multiple states, the special servicer may be required to
foreclose first on properties located in states where "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.

      Anti-Deficiency Legislation. Some or all of the mortgage loans underlying
a series of offered certificates may be nonrecourse loans. Recourse in the case
of a default on a non-recourse mortgage loan will be limited to the mortgaged
property and any other assets that were pledged to secure the mortgage loan.
However, even if a mortgage loan by its terms provides for recourse to the
borrower's other assets, a lender's ability to realize upon those assets may be
limited by state law. For example, in some states, a lender cannot obtain a
deficiency judgment against the borrower following foreclosure or sale under a
deed of trust. A deficiency judgment is a personal judgment against the former
borrower equal to the difference between the net amount realized upon the public
sale of the real property and the amount due to the lender. Other statutes may
require the lender to exhaust the security afforded under a mortgage before
bringing a personal action against the borrower. In other states, the lender has
the option of bringing a personal action against the borrower on the debt
without first exhausting the security, but in doing so, the lender may be deemed
to have elected a remedy and thus may be precluded from foreclosing upon the
security. Consequently, lenders will usually proceed first against the security
in states where an election of remedy provision exists. Finally, other statutory
provisions limit any deficiency judgment to the excess of the outstanding debt
over the fair market value of the property at the time of the sale. These other
statutory provisions are intended to protect borrowers from exposure to large
deficiency judgments that might result from bidding at below-market values at
the foreclosure sale.

      Leasehold Considerations. Some or all of the mortgage loans underlying a
series of offered certificates may be secured by a mortgage on the borrower's
leasehold interest under a ground lease. Leasehold mortgage loans are subject to
some risks not associated with mortgage loans secured by a lien on the fee
estate of the borrower. The most significant of these risks is that if the
borrower's leasehold were to be terminated upon a lease default, the leasehold
mortgagee would lose its security. This risk may be lessened if the ground
lease:

      o     requires the lessor to give the leasehold mortgagee notices of
            lessee defaults and an opportunity to cure them,

      o     permits the leasehold estate to be assigned to and by the leasehold
            mortgagee or the purchaser at a foreclosure sale, and

      o     contains other protective provisions typically required by prudent
            lenders to be included in a ground lease.

      Some mortgage loans underlying a series of offered certificates, however,
may be secured by ground leases which do not contain these provisions.

      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


                                       115



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 Doe, 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 recuperate the full value of the leasehold interest in bankruptcy court.

      Cooperative Shares. Some or all of the mortgage loans underlying a series
of offered certificates may be secured by a security interest on the borrower's
ownership interest in shares, and the proprietary leases belonging to those
shares, allocable to cooperative dwelling units that may be vacant or occupied
by nonowner tenants. Loans secured in this manner are subject to some risks not
associated with mortgage loans secured by a lien on the fee estate of a borrower
in real property. Loans secured in this manner typically are subordinate to the
mortgage, if any, on the cooperative's building. That mortgage, if foreclosed,
could extinguish the equity in the building and the proprietary leases of the
dwelling units derived from ownership of the shares of the cooperative. Further,
transfer of shares in a cooperative is subject to various regulations as well as
to restrictions under the Governing Documents of the cooperative. The shares may
be canceled in the event that associated maintenance charges due under the
related proprietary leases are not paid. Typically, a recognition agreement
between the lender and the cooperative provides, among other things, that the
lender may cure a default under a proprietary lease.

      Under the laws applicable in many states, "foreclosure" on cooperative
shares is accomplished by a sale in accordance with the provisions of Article 9
of the UCC and the security agreement relating to the shares. Article 9 of the
UCC requires that a sale be conducted in a commercially reasonable manner, which
may be dependent upon, among other things, the notice given the debtor and the
method, manner, time, place and terms of the sale. Article 9 of the UCC provides
that the proceeds of the sale will be applied first to pay the costs and
expenses of the sale and then to satisfy the indebtedness secured by the
lender's security interest. A recognition agreement, however, generally provides
that the lender's right to reimbursement is subject to the right of the
cooperative corporation to receive sums due under the proprietary leases.


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BANKRUPTCY LAWS

      Operation of the U.S. Bankruptcy Code and related state laws may interfere
with or affect the ability of a lender to realize upon collateral or to enforce
a deficiency judgment. For example, under the U.S. Bankruptcy Code, virtually
all actions, including foreclosure actions and deficiency judgment proceedings,
to collect a debt are automatically stayed upon the filing of the bankruptcy
petition. Often, no interest or principal payments are made during the course of
the bankruptcy case. The delay caused by an automatic stay and its consequences
can be significant. Also, under the U.S. Bankruptcy Code, the filing of a
petition in bankruptcy by or on behalf of a junior lienor may stay the senior
lender from taking action to foreclose out the junior lien.

      Under the U.S. Bankruptcy Code, the amount and terms of a mortgage loan
secured by a lien on property of the debtor may be modified provided that
substantive and procedural safeguards protective of the lender are met. A
bankruptcy court may, among other things--

      o     reduce the secured portion of the outstanding amount of the loan to
            the then-current value of the property, thereby leaving the lender a
            general unsecured creditor for the difference between the
            then-current value of the property and the outstanding balance of
            the loan;

      o     reduce the amount of each scheduled payment, by means of a reduction
            in the rate of interest and/or an alteration of the repayment
            schedule, with or without affecting the unpaid principal balance of
            the loan;

      o     extend or shorten the term to maturity of the loan;

      o     permit the bankrupt borrower to cure of the subject loan default by
            paying the arrearage over a number of years; or

      o     permit the bankrupt borrower, through its rehabilitative plan, to
            reinstate the loan payment schedule even if the lender has obtained
            a final judgment of foreclosure prior to the filing of the debtor's
            petition.

      Federal bankruptcy law may also interfere with or affect the ability of a
secured lender to enforce the borrower's assignment of rents and leases related
to the mortgaged property. A lender may be stayed from enforcing the assignment
under the U.S. Bankruptcy Code. In addition, the legal proceedings necessary to
resolve the issue could be time-consuming, and result in delays in the lender's
receipt of the rents. However, recent amendments to the U.S. Bankruptcy Code may
minimize the impairment of the lender's ability to enforce the borrower's
assignment of rents and leases. In addition to the inclusion of hotel revenues
within the definition of cash collateral as noted above, the amendments provide
that a pre-petition security interest in rents or hotel revenues is designed to
overcome those cases holding that a security interest in rents is unperfected
under the laws of some states until the lender has taken some further action,
such as commencing foreclosure or obtaining a receiver prior to activation of
the assignment of rents.

      A borrower's ability to make payment on a mortgage loan may be impaired by
the commencement of a bankruptcy case relating to the tenant under a lease of
the related property. Under the U.S. Bankruptcy Code, the filing of a petition
in bankruptcy by or on behalf of a tenant results in a stay in bankruptcy
against the commencement or continuation of any state court proceeding for--


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      o     past due rent,

      o     accelerated rent,

      o     damages, or

      o     a summary eviction order with respect to a default under the lease
            that occurred prior to the filing of the tenant's bankruptcy
            petition.

      In addition, the U.S. Bankruptcy Code generally provides that a trustee or
debtor-in-possession may, subject to approval of the court:

      o     assume the lease and either retain it or assign it to a third party,
            or

      o     reject the lease.

      If the lease is assumed, the trustee, debtor-in-possession or assignee, if
applicable, must cure any defaults under the lease, compensate the lessor for
its losses and provide the lessor with adequate assurance of future performance.
These remedies may be insufficient, and any assurances provided to the lessor
may be inadequate. If the lease is rejected, the lessor will be treated, except
potentially to the extent of any security deposit, as an unsecured creditor with
respect to its claim for damages for termination of the lease. The U.S.
Bankruptcy Code also limits a lessor's damages for lease rejection to:

      o     the rent reserved by the lease without regard to acceleration for
            the greater of one year, or 15%, not to exceed three years, of the
            remaining term of the lease, plus

      o     unpaid rent to the earlier of the surrender of the property or the
            lessee's bankruptcy filing.

ENVIRONMENTAL CONSIDERATIONS

      General. A lender may be subject to environmental risks when taking a
security interest in real property. Of particular concern may be properties that
are or have been used for industrial, manufacturing, military or disposal
activity. Those environmental risks include the possible diminution of the value
of a contaminated property or, as discussed below, potential liability for
clean-up costs or other remedial actions that could exceed the value of the
property or the amount of the lender's loan. In some circumstances, a lender may
decide to abandon a contaminated real property as collateral for its loan rather
than foreclose and risk liability for clean-up costs.

      Superlien Laws. Under the laws of many states, contamination on a property
may give rise to a lien on the property for clean-up costs. In several states,
that lien has priority over all existing liens, including those of existing
mortgages. In these states, the lien of a mortgage may lose its priority to that
superlien.

      CERCLA. The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, imposes strict liability on present and past
"owners" and "operators" of contaminated real property for the costs of
clean-up. A secured lender may be liable as an "owner" or "operator" of a
contaminated mortgaged property if agents or employees of the lender have
participated in the management of the property or the operations of the
borrower. Liability may exist even if the lender did not cause or contribute to
the contamination


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and regardless of whether the lender has actually taken possession of the
contaminated mortgaged property through foreclosure, deed in lieu of foreclosure
or otherwise. Moreover, liability is not limited to the original or unamortized
principal balance of a loan or to the value of the property securing a loan.
Excluded from CERCLA's definition of "owner" or "operator," however, is a person
who, without participating in the management of the facility, holds indicia of
ownership primarily to protect his security interest. This is the so called
"secured creditor exemption."

      The Asset Conservation, Lender Liability and Deposit Insurance Act of 1996
amended, among other things, the provisions of CERCLA with respect to lender
liability and the secured creditor exemption. The Lender Liability Act offers
substantial protection to lenders by defining the activities in which a lender
can engage and still have the benefit of the secured creditor exemption. In
order for a lender to be deemed to have participated in the management of a
mortgaged property, the lender must actually participate in the operational
affairs of the property of the borrower. The Lender Liability Act provides that
"merely having the capacity to influence, or unexercised right to control"
operations does not constitute participation in management. A lender will lose
the protection of the secured creditor exemption only if--

      o     it exercises decision-making control over a borrower's environmental
            compliance and hazardous substance handling and disposal practices,
            or

      o     assumes day-to-day management of operational functions of a
            mortgaged property.

      The Lender Liability Act also provides that a lender will continue to have
the benefit of the secured creditor exemption even if it forecloses on a
mortgaged property, purchases it at a foreclosure sale or accepts a deed-in-lieu
of foreclosure, provided that the lender seeks to sell that property at the
earliest practicable commercially reasonable time on commercially reasonable
terms.

      Other Federal and State Laws. Many states have statutes similar to CERCLA,
and not all those statutes provide for a secured creditor exemption. In
addition, under federal law, there is potential liability relating to hazardous
wastes and underground storage tanks under the federal Resource Conservation and
Recovery Act.

      Some federal, state and local laws, regulations and ordinances govern the
management, removal, encapsulation or disturbance of asbestos-containing
materials. These laws, as well as common law standards, may--

      o     impose liability for releases of or exposure to asbestos-containing
            materials, and

      o     provide for third parties to seek recovery from owners or operators
            of real properties for personal injuries associated with those
            releases.

      Federal legislation requires owners of residential housing constructed
prior to 1978 to disclose to potential residents or purchasers any known
lead-based paint hazards and will impose treble damages for any failure to
disclose. In addition, the ingestion of lead-based paint chips or dust particles
by children can result in lead poisoning. If lead-based paint hazards exist at a
property, then the owner of that property may be held liable for injuries and
for the costs of removal or encapsulation of the lead-based paint.


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      In a few states, transfers of some types of properties are conditioned
upon cleanup of contamination prior to transfer. In these cases, a lender that
becomes the owner of a property through foreclosure, deed in lieu of foreclosure
or otherwise, may be required to clean up the contamination before selling or
otherwise transferring the property.

      Beyond statute-based environmental liability, there exist common law
causes of action related to hazardous environmental conditions on a property,
such as actions based on nuisance or on toxic tort resulting in death, personal
injury or damage to property. While it may be more difficult to hold a lender
liable under common law causes of action, unanticipated or uninsured liabilities
of the borrower may jeopardize the borrower's ability to meet its loan
obligations.

      Federal, state and local environmental regulatory requirements change
often. It is possible that compliance with a new regulatory requirement could
impose significant compliance costs on a borrower. These costs may jeopardize
the borrower's ability to meet its loan obligations.

      Additional Considerations. The cost of remediating hazardous substance
contamination at a property can be substantial. If a lender becomes liable, it
can bring an action for contribution against the owner or operator who created
the environmental hazard. However, that individual or entity may be without
substantial assets. Accordingly, it is possible that the costs could become a
liability of the related trust and occasion a loss to the related
certificateholders.

      If the operations on a foreclosed property are subject to environmental
laws and regulations, the lender will be required to operate the property in
accordance with those laws and regulations. This compliance may entail
substantial expense, especially in the case of industrial or manufacturing
properties.

      In addition, a lender may be obligated to disclose environmental
conditions on a property to government entities and/or to prospective buyers,
including prospective buyers at a foreclosure sale or following foreclosure.
This disclosure may decrease the amount that prospective buyers are willing to
pay for the affected property, sometimes substantially.

DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

      Some or all of the mortgage loans underlying a series of offered
certificates may contain due-on-sale and due-on-encumbrance clauses that purport
to permit the lender to accelerate the maturity of the loan if the borrower
transfers or encumbers the a mortgaged property. In recent years, court
decisions and legislative actions placed substantial restrictions on the right
of lenders to enforce these clauses in many states. However, the Garn-St Germain
Depository Institutions Act of 1982 generally preempts state laws that prohibit
the enforcement of due-on-sale clauses and permits lenders to enforce these
clauses in accordance with their terms, subject to the limitations prescribed in
that Act and the regulations promulgated thereunder.

JUNIOR LIENS; RIGHTS OF HOLDERS OF SENIOR LIENS

      Any of our trusts may include mortgage loans secured by junior liens,
while the loans secured by the related senior liens may not be included in that
trust. The primary risk to holders of mortgage loans secured by junior liens is
the possibility that adequate funds will not be received in connection with a
foreclosure of the related senior liens to satisfy fully both the senior loans
and the junior loan.


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      In the event that a holder of a senior lien forecloses on a mortgaged
property, the proceeds of the foreclosure or similar sale will be applied as
follows:

      o     first, to the payment of court costs and fees in connection with the
            foreclosure;

      o     second, to real estate taxes;

      o     third, in satisfaction of all principal, interest, prepayment or
            acceleration penalties, if any, and any other sums due and owing to
            the holder of the senior liens; and

      o     last, in satisfaction of all principal, interest, prepayment and
            acceleration penalties, if any, and any other sums due and owing to
            the holder of the junior mortgage loan.

SUBORDINATE FINANCING

      Some mortgage loans underlying a series of offered certificates may not
restrict the ability of the borrower to use the mortgaged property as security
for one or more additional loans, or the restrictions may be unenforceable.
Where a borrower encumbers a mortgaged property with one or more junior liens,
the senior lender is subjected to the following additional risks:

      o     the borrower may have difficulty servicing and repaying multiple
            loans;

      o     if the subordinate financing permits recourse to the borrower, as is
            frequently the case, and the senior loan does not, a borrower may
            have more incentive to repay sums due on the subordinate loan;

      o     acts of the senior lender that prejudice the junior lender or impair
            the junior lender's security, such as the senior lender's agreeing
            to an increase in the principal amount of or the interest rate
            payable on the senior loan, may create a superior equity in favor of
            the junior lender;

      o     if the borrower defaults on the senior loan and/or any junior loan
            or loans, the existence of junior loans and actions taken by junior
            lenders can impair the security available to the senior lender and
            can interfere with or delay the taking of action by the senior
            lender; and

      o     the bankruptcy of a junior lender may operate to stay foreclosure or
            similar proceedings by the senior lender.

DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS

      Notes and mortgages may contain provisions that obligate the borrower to
pay a late charge or additional interest if payments are not timely made. They
may also contain provisions that prohibit prepayments for a specified period
and/or condition prepayments upon the borrower's payment of prepayment premium,
fee or charge. In some states, there are or may be specific limitations upon the
late charges that a lender may collect from a borrower for delinquent payments.
Some states also limit the amounts that a lender may collect from a borrower as
an additional charge if the loan is prepaid. In addition, the enforceability of
provisions that provide for prepayment premiums, fees and charges upon an
involuntary prepayment is unclear under the laws of many states.


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APPLICABILITY OF USURY LAWS

      Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 provides that state usury limitations shall not apply to various
types of residential, including multifamily, first mortgage loans originated by
particular lenders after March 31, 1980. Title V authorized any state to
reimpose interest rate limits by adopting, before April 1, 1983, a law or
constitutional provision that expressly rejects application of the federal law.
In addition, even where Title V is not rejected, any state is authorized by the
law to adopt a provision limiting discount points or other charges on mortgage
loans covered by Title V. Some states have taken action to reimpose interest
rate limits and/or to limit discount points or other charges.

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,
owners of public accommodations, such as hotels, restaurants, shopping centers,
hospitals, schools and social service center establishments, must remove
architectural and communication barriers which are structural in nature from
existing places of public accommodation to the extent "readily achievable." In
addition, under the ADA, alterations to a place of public accommodation or a
commercial facility are to be made so that, to the maximum extent feasible, the
altered portions are readily accessible to and usable by disabled individuals.
The "readily achievable" standard takes into account, among other factors, the
financial resources of the affected property owner, landlord or other applicable
person. In addition to imposing a possible financial burden on the borrower in
its capacity as owner or landlord, the ADA may also impose requirements on a
foreclosing lender who succeeds to the interest of the borrower as owner or
landlord. Furthermore, because the "readily achievable" standard may vary
depending on the financial condition of the owner or landlord, a foreclosing
lender that is financially more capable than the borrower of complying with the
requirements of the ADA may be subject to more stringent requirements than those
to which the borrower is subject.

SERVICEMEMBERS CIVIL RELIEF ACT

      Under the terms of the Servicemembers Civil Relief Act, as amended, a
borrower who enters military service after the origination of the borrower's
mortgage loan, including a borrower who was in reserve status and is called to
active duty after origination of the mortgage loan, upon notification by such
borrower, 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. In
addition to adjusting the interest, the lender must forgive any interest above
an annual rate of 6%, unless a court or administrative agency orders otherwise
upon application of the lender. The Relief Act applies to individuals who are
members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast
Guard and officers of the U.S. Public Health Service or the National Oceanic and
Atmospheric Administration assigned to duty with the military. Because the
Relief Act applies to individuals who enter military service, including
reservists who are called to active duty, after origination of the related
mortgage loan, no information can be provided as to the number of loans with
individuals as borrowers that may be affected by the Relief Act.

      Application of the Relief Act would adversely affect, for an indeterminate
period of time, the ability of a master servicer or special servicer to collect
full amounts of interest on an affected


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mortgage loan. Any shortfalls in interest collections resulting from the
application of the Relief Act would result in a reduction of the amounts payable
to the holders of certificates of the related series, and would not be covered
by advances or, unless otherwise specified in the related prospectus supplement,
any form of credit support provided in connection with the certificates. In
addition, the Relief Act imposes limitations that would impair the ability of a
master servicer or special servicer to foreclose on an affected mortgage loan
during the borrower's period of active duty status and, under some
circumstances, during an additional three month period after the active duty
status ceases.

FORFEITURE FOR DRUG, RICO AND MONEY LAUNDERING VIOLATIONS

      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, 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

GENERAL

      This is a general discussion of the material federal income tax
consequences of owning the offered certificates. This discussion is directed to
certificateholders that hold the offered certificates as capital assets within
the meaning of Section 1221 of the Internal Revenue Code. It does not discuss
all federal income tax consequences that may be relevant to owners of offered
certificates, particularly as to investors subject to special treatment under
the Internal Revenue Code, including:

      o     banks,

      o     insurance companies, and

      o     foreign investors.

      Further, this discussion and any legal opinions referred to in this
discussion are based on authorities that can change, or be differently
interpreted, with possible retroactive effect. No rulings have been or will be
sought from the IRS with respect to any of the federal income tax consequences
discussed below. Accordingly, the IRS may take contrary positions.


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      Investors and preparers of tax returns should be aware that under
applicable Treasury regulations a provider of advice on specific issues of law
is not considered an income tax return preparer unless the advice is--

      o     given with respect to events that have occurred at the time the
            advice is rendered, and

      o     is directly relevant to the determination of an entry on a tax
            return.

      Accordingly, even if this discussion addresses an issue regarding the tax
treatment of the owner of the offered certificates, investors should consult
their own tax advisors regarding that issue. Investors should do so not only as
to federal taxes, but also as to state and local taxes. See "State and Other Tax
Consequences."

      The following discussion addresses securities of two general types:

      o     REMIC certificates, representing interests in a trust, or a portion
            of the assets of that trust, as to which a specified person or
            entity will make a real estate mortgage investment conduit, or
            REMIC, election under Sections 860A through 860G of the Internal
            Revenue Code; and

      o     grantor trust certificates, representing interests in a trust, or a
            portion of the assets of that trust, as to which no REMIC election
            will be made.

      We will indicate in the prospectus supplement for each series of offered
certificates whether the related trustee, another party to the related Governing
Document or an agent appointed by that trustee or other party will act as tax
administrator for the related trust. If the related tax administrator is
required to make a REMIC election, we also will identify in the related
prospectus supplement all regular interests, residual interests and/or ownership
interests, as applicable, in the resulting REMIC.

      The following discussion is limited to certificates offered under this
prospectus. In addition, this discussion applies only to the extent that the
related trust holds only mortgage loans. If a trust holds assets other than
mortgage loans, such as mortgage-backed securities, we will disclose in the
related prospectus supplement the tax consequences associated with those other
assets being included. In addition, if agreements other than guaranteed
investment contracts are included in a trust to provide interest rate protection
for the related offered certificates, the anticipated material tax consequences
associated with those agreements also will be discussed in the related
prospectus supplement. See "Description of the Trust Assets--Arrangements
Providing Reinvestment, Interest Rate and Currency Related Protection."

      The following discussion is based in part on the rules governing original
issue discount in Sections 1271-1273 and 1275 of the Internal Revenue Code and
in the Treasury regulations issued under those sections. It is also based in
part on the rules governing REMICs in Sections 860A-860G of the Internal Revenue
Code and in the Treasury regulations issued or proposed under those sections.
The regulations relating to original issue discount do not adequately address
all issues relevant to, and in some instances provide that they are not
applicable to, securities such as the offered certificates.


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REMICS

      General. With respect to each series of offered certificates as to which
the related tax administrator will make a REMIC election, our counsel will
deliver its opinion generally to the effect that, assuming compliance with all
provisions of the related Governing Document, and subject to any other
assumptions set forth in the opinion:

      o     the related trust, or the relevant designated portion of the trust,
            will qualify as a REMIC, and

      o     those offered certificates will represent--

            1.    regular interests in the REMIC, or

            2.    residual interests in the REMIC.

      Any and all offered certificates representing interests in a REMIC will be
either--

      o     REMIC regular certificates, representing regular interests in the
            REMIC, or

      o     REMIC residual certificates, representing residual interests in the
            REMIC.

      If an entity electing to be treated as a REMIC fails to comply with the
ongoing requirements of the Internal Revenue Code for REMIC status, it may lose
its REMIC status. If so, the entity may become taxable as a corporation.
Therefore, the related certificates may not be given the tax treatment
summarized below. Although the Internal Revenue Code authorizes the Treasury
Department to issue regulations providing relief in the event of an inadvertent
termination of REMIC status, the Treasury Department has not done so. Any relief
mentioned above, moreover, may be accompanied by sanctions. These sanctions
could include the imposition of a corporate tax on all or a portion of a trust's
income for the period in which the requirements for REMIC status are not
satisfied. The Governing Document with respect to each REMIC will include
provisions designed to maintain its status as a REMIC under the Internal Revenue
Code.

      Characterization of Investments in REMIC Certificates. Unless we state
otherwise in the related prospectus supplement, the offered certificates that
are REMIC certificates will be treated as--

      o     "real estate assets" within the meaning of Section 856(c)(5)(B) of
            the Internal Revenue Code in the hands of a real estate investment
            trust, and

      o     "loans secured by an interest in real property" or other assets
            described in Section 7701(a)(19)(C) of the Internal Revenue Code in
            the hands of a thrift institution,

in the same proportion that the assets of the related REMIC are so treated.

      However, to the extent that the REMIC assets constitute mortgage loans on
property not used for residential or other prescribed purposes, the related
offered certificates will not be treated as assets qualifying under Section
7701(a)(19)(C). If 95% or more of the assets of the REMIC qualify for any of the
foregoing characterizations at all times during a calendar year, the related
offered certificates will qualify for the corresponding status in their entirety
for that calendar year.


                                       125



      In addition, unless otherwise provided in the related prospectus
supplement, offered certificates that are REMIC regular certificates will be
"qualified mortgages" within the meaning of Section 860G(a)(3) of the Internal
Revenue Code in the hands of another REMIC.

      Finally, interest, including original issue discount, on offered
certificates that are REMIC regular certificates, and income allocated to
offered certificates that are REMIC residual certificates, will be interest
described in Section 856(c)(3)(B) of the Internal Revenue Code if received by a
real estate investment trust, to the extent that these certificates are treated
as "real estate assets" within the meaning of Section 856(c)(5)(B) of the
Internal Revenue Code.

      The related tax administrator will determine the percentage of the REMIC's
assets that constitute assets described in the above-referenced sections of the
Internal Revenue Code with respect to each calendar quarter based on the average
adjusted basis of each category of the assets held by the REMIC during that
calendar quarter. The related tax administrator will report those determinations
to certificateholders in the manner and at the times required by applicable
Treasury regulations.

      The assets of the REMIC will include, in addition to mortgage loans--

      o     collections on mortgage loans held pending payment on the related
            offered certificates, and

      o     any property acquired by foreclosure held pending sale, and may
            include amounts in reserve accounts.

      It is unclear whether property acquired by foreclosure held pending sale,
and amounts in reserve accounts, would be considered to be part of the mortgage
loans, or whether these assets otherwise would receive the same treatment as the
mortgage loans for purposes of the above-referenced sections of the Internal
Revenue Code. In addition, in some instances, the mortgage loans may not be
treated entirely as assets described in those sections of the Internal Revenue
Code. If so, we will describe in the related prospectus supplement those
mortgage loans that are characterized differently. The Treasury regulations do
provide, however, that cash received from collections on mortgage loans held
pending payment is considered part of the mortgage loans within the meaning of
Section 856(c)(5)(B) of the Internal Revenue Code, relating to real estate
investment trusts.

      To the extent a REMIC certificate represents ownership of an interest in a
mortgage loan that is secured in part by the related borrower's interest in a
bank account, that mortgage loan is not secured solely by real estate.
Accordingly:

      o     a portion of that certificate may not represent ownership of "loans
            secured by an interest in real property" or other assets described
            in Section 7701(a)(19)(C) of the Internal Revenue Code;

      o     a portion of that certificate may not represent ownership of "real
            estate assets" under Section 856(c)(5)(B) of the Internal Revenue
            Code; and

      o     the interest on that certificate may not constitute "interest on
            obligations secured by mortgages on real property" within the
            meaning of Section 856(c)(3)(B) of the Internal Revenue Code.


                                       126



      Tiered REMIC Structures. For some series of REMIC certificates, the
related tax administrator may make two or more REMIC elections as to the related
trust for federal income tax purposes. As to each of these series of REMIC
certificates, our counsel will opine that each portion of the related trust as
to which a REMIC election is to be made will qualify as a REMIC. Each of these
series will be treated as one REMIC solely for purposes of determining:

      o     whether the related REMIC certificates will be "real estate assets"
            within the meaning of Section 856(c)(5)(B) of the Internal Revenue
            Code,

      o     whether the related REMIC certificates will be "loans secured by an
            interest in real property" under Section 7701(a)(19)(C) of the
            Internal Revenue Code, and

      o     whether the interest/income on the related REMIC certificates is
            interest described in Section 856(c)(3)(B) of the Internal Revenue
            Code.

      Taxation of Owners of REMIC Regular Certificates.

      General. Except as otherwise stated in this discussion, the Internal
Revenue Code treats REMIC regular certificates as debt instruments issued by the
REMIC and not as ownership interests in the REMIC or its assets. Holders of
REMIC regular certificates that otherwise report income under the cash method of
accounting must nevertheless report income with respect to REMIC regular
certificates under the accrual method.

      Original Issue Discount. Some REMIC regular certificates may be issued
with original issue discount within the meaning of Section 1273(a) of the
Internal Revenue Code. Any holders of REMIC regular certificates issued with
original issue discount generally will have to include original issue discount
in income as it accrues, in accordance with a constant yield method, prior to
the receipt of the cash attributable to that income. The IRS has issued
regulations under Section 1271 to 1275 of the Internal Revenue Code generally
addressing the treatment of debt instruments issued with original issue
discount. Section 1272(a)(6) of the Internal Revenue Code provides special rules
applicable to the accrual of original issue discount on, among other things,
REMIC regular certificates. The Treasury Department has not issued regulations
under that section. You should be aware, however, that Section 1272(a)(6) and
the regulations under Sections 1271 to 1275 of the Internal Revenue Code do not
adequately address all issues relevant to, or are not applicable to, prepayable
securities such as the offered certificates. We recommend that you consult with
your own tax advisor concerning the tax treatment of your offered certificates.

      The Internal Revenue Code requires, in computing the accrual of original
issue discount on REMIC regular certificates, that a reasonable assumption be
used concerning the rate at which borrowers will prepay the mortgage loans held
by the related REMIC. Further, adjustments must be made in the accrual of that
original issue discount to reflect differences between the prepayment rate
actually experienced and the assumed prepayment rate. The prepayment assumption
is to be determined in a manner prescribed in Treasury regulations that the
Treasury Department has not yet issued. The Committee Report indicates that the
regulations should provide that the prepayment assumption used with respect to a
REMIC regular certificate is determined once, at initial issuance, and must be
the same as that used in pricing. The prepayment assumption used in reporting
original issue discount for each series of REMIC regular certificates will be
consistent with this standard and will be disclosed in the related


                                       127



prospectus supplement. However, neither we nor any other person will make any
representation that the mortgage loans underlying any series of REMIC regular
certificates will in fact prepay at a rate conforming to the prepayment
assumption or at any other rate or that the IRS will not challenge on audit the
prepayment assumption used.

      The original issue discount, if any, on a REMIC regular certificate will
be the excess of its stated redemption price at maturity over its issue price.

      The issue price of a particular class of REMIC regular certificates will
be the first cash price at which a substantial amount of those certificates are
sold, excluding sales to bond houses, brokers and underwriters. If less than a
substantial amount of a particular class of REMIC regular certificates is sold
for cash on or prior to the related date of initial issuance of those
certificates, the issue price for that class will be the fair market value of
that class on the date of initial issuance.

      Under the Treasury regulations, the stated redemption price of a REMIC
regular certificate is equal to the total of all payments to be made on that
certificate other than qualified stated interest. Qualified stated interest is
interest that is unconditionally payable at least annually, during the entire
term of the instrument, at:

      o     a single fixed rate,

      o     a "qualified floating rate,"

      o     an "objective rate,"

      o     a combination of a single fixed rate and one or more "qualified
            floating rates,"

      o     a combination of a single fixed rate and one "qualified inverse
            floating rate," or

      o     a combination of "qualified floating rates" that does not operate in
            a manner that accelerates or defers interest payments on the REMIC
            regular certificate.

      In the case of REMIC regular certificates bearing adjustable interest
rates, the determination of the total amount of original issue discount and the
timing of the inclusion of that discount will vary according to the
characteristics of those certificates. If the original issue discount rules
apply to those certificates, we will describe in the related prospectus
supplement the manner in which those rules will be applied with respect to those
certificates in preparing information returns to the certificateholders and the
IRS.

      Some classes of REMIC regular certificates may provide that the first
interest payment with respect to those certificates be made more than one month
after the date of initial issuance, a period that is longer than the subsequent
monthly intervals between interest payments. Assuming the accrual period for
original issue discount is the monthly period that ends on each payment date,
then, as a result of this long first accrual period, some or all interest
payments may be required to be included in the stated redemption price of the
REMIC regular certificate and accounted for as original issue discount. Because
interest on REMIC regular certificates must in any event be accounted for under
an accrual method, applying this analysis would result in only a slight
difference in the timing of the inclusion in income of the yield on the REMIC
regular certificates.


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      In addition, if the accrued interest to be paid on the first payment date
is computed with respect to a period that begins prior to the date of initial
issuance, a portion of the purchase price paid for a REMIC regular certificate
will reflect that accrued interest. In those cases, information returns provided
to the certificateholders and the IRS will be based on the position that the
portion of the purchase price paid for the interest accrued prior to the date of
initial issuance is treated as part of the overall cost of the REMIC regular
certificate. Therefore, the portion of the interest paid on the first payment
date in excess of interest accrued from the date of initial issuance to the
first payment date is included in the stated redemption price of the REMIC
regular certificate. However, the Treasury regulations state that all or some
portion of this accrued interest may be treated as a separate asset, the cost of
which is recovered entirely out of interest paid on the first payment date. It
is unclear how an election to do so would be made under these regulations and
whether this election could be made unilaterally by a certificateholder.

      Notwithstanding the general definition of original issue discount,
original issue discount on a REMIC regular certificate will be considered to be
de minimis if it is less than 0.25% of the stated redemption price of the
certificate multiplied by its weighted average maturity. For this purpose, the
weighted average maturity of a REMIC regular certificate is computed as the sum
of the amounts determined, as to each payment included in the stated redemption
price of the certificate, by multiplying:

      o     the number of complete years, rounding down for partial years, from
            the date of initial issuance, until that payment is expected to be
            made, presumably taking into account the prepayment assumption, by

      o     a fraction--

            1.    the numerator of which is the amount of the payment, and

            2.    the denominator of which is the stated redemption price at
                  maturity of the certificate.

      Under the Treasury regulations, original issue discount of only a de
minimis amount, other than de minimis original issue discount attributable to a
so-called "teaser" interest rate or an initial interest holiday, will be
included in income as each payment of stated principal is made, based on the
product of:

      o     the total amount of the de minimis original issue discount, and

      o     a fraction--

            1.    the numerator of which is the amount of the principal payment,
                  and

            2.    the denominator of which is the outstanding stated principal
                  amount of the subject REMIC regular certificate.

      The Treasury regulations also would permit you to elect to accrue de
minimis original issue discount into income currently based on a constant yield
method. See "--Market Discount" below for a description of that election under
the applicable Treasury regulations.


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      If original issue discount on a REMIC regular certificate is in excess of
a de minimis amount, the holder of the certificate must include in ordinary
gross income the sum of the daily portions of original issue discount for each
day during its taxable year on which it held the certificate, including the
purchase date but excluding the disposition date. In the case of an original
holder of a REMIC regular certificate, the daily portions of original issue
discount will be determined as described below in this "--Original Issue
Discount" subsection.

      As to each accrual period, the related tax administrator will calculate
the original issue discount that accrued during that accrual period. For these
purposes, an accrual period is, unless we otherwise state in the related
prospectus supplement, the period that begins on a date that corresponds to a
payment date, or in the case of the first accrual period, begins on the date of
initial issuance, and ends on the day preceding the immediately following
payment date. The portion of original issue discount that accrues in any accrual
period will equal the excess, if any, of:

      o     the sum of:

            1.    the present value, as of the end of the accrual period, of all
                  of the payments remaining to be made on the subject REMIC
                  regular certificate, if any, in future periods, presumably
                  taking into account the prepayment assumption, and

            2.    the payments made on that certificate during the accrual
                  period of amounts included in the stated redemption price,
                  over

      o     the adjusted issue price of the subject REMIC regular certificate at
            the beginning of the accrual period.

      The adjusted issue price of a REMIC regular certificate is:

      o     the issue price of the certificate, increased by

      o     the total amount of original issue discount previously accrued on
            the certificate, reduced by

      o     the amount of all prior payments of amounts included in its stated
            redemption price.

The present value of the remaining payments referred to in item 1. of the second
preceding sentence will be calculated:

      o     assuming that payments on the REMIC regular certificate will be
            received in future periods based on the related mortgage loans being
            prepaid at a rate equal to the prepayment assumption;

      o     using a discount rate equal to the original yield to maturity of the
            certificate, based on its issue price and the assumption that the
            related mortgage loans will be prepaid at a rate equal to the
            prepayment assumption; and

      o     taking into account events, including actual prepayments, that have
            occurred before the close of the accrual period.


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      The original issue discount accruing during any accrual period, computed
as described above, will be allocated ratably to each day during the accrual
period to determine the daily portion of original issue discount for that day.

      A subsequent purchaser of a REMIC regular certificate that purchases the
certificate at a cost, excluding any portion of that cost attributable to
accrued qualified stated interest, that is less than its remaining stated
redemption price, will also be required to include in gross income the daily
portions of any original issue discount with respect to the certificate.
However, the daily portion will be reduced, if the cost is in excess of its
adjusted issue price, in proportion to the ratio that the excess bears to the
total original issue discount remaining to be accrued on the certificate. The
adjusted issue price of a REMIC regular certificate, as of any date of
determination, equals the sum of:

      o     the adjusted issue price or, in the case of the first accrual
            period, the issue price, of the certificate at the beginning of the
            accrual period which includes that date of determination, and

      o     the daily portions of original issue discount for all days during
            that accrual period prior to that date of determination.

      If the foregoing method for computing original issue discount results in a
negative amount of original issue discount as to any accrual period with respect
to a REMIC regular certificate held by you, the amount of original issue
discount accrued for that accrual period will be zero. You may not deduct the
negative amount currently. Instead, you will only be permitted to offset it
against future positive original issue discount, if any, attributable to the
certificate. Although not free from doubt, it is possible that you may be
permitted to recognize a loss to the extent your basis in the certificate
exceeds the maximum amount of payments that you could ever receive with respect
to the certificate. However, the loss may be a capital loss, which is limited in
its deductibility. The foregoing considerations are particularly relevant to
certificates that have no, or a disproportionately small, amount of principal
because they can have negative yields if the mortgage loans held by the related
REMIC prepay more quickly than anticipated. See "Risk Factors--The Investment
Performance of Your Offered Certificates Will Depend Upon Payments, Defaults and
Losses on the Underlying Mortgage Loans; and Those Payments, Defaults and Losses
May Be Highly Unpredictable."

      The Treasury regulations in some circumstances permit the holder of a debt
instrument to recognize original issue discount under a method that differs from
that used by the issuer. Accordingly, it is possible that you may be able to
select a method for recognizing original issue discount that differs from that
used by the trust in preparing reports to you and the IRS. Prospective
purchasers of the REMIC regular certificates should consult their tax advisors
concerning the tax treatment of these certificates in this regard.

      The IRS proposed regulations on August 24, 2004 that create a special rule
for accruing original issue discount on REMIC regular certificates providing for
a delay between record and payment dates, such that the period over which
original issue discount accrues coincides with the period over which the right
of holders of REMIC regular certificates 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,
taxpayers would be required to accrue interest from the issue date to the first
record date, but would not be required to accrue


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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.

      Market Discount. You will be considered to have purchased a REMIC regular
certificate at a market discount if--

      o     in the case of a certificate issued without original issue discount,
            you purchased the certificate at a price less than its remaining
            stated principal amount, or

      o     in the case of a certificate issued with original issue discount,
            you purchased the certificate at a price less than its adjusted
            issue price.

      If you purchase a REMIC regular certificate with more than a de minimis
amount of market discount, you will recognize gain upon receipt of each payment
representing stated redemption price. Under Section 1276 of the Internal Revenue
Code, you generally will be required to allocate the portion of each payment
representing some or all of the stated redemption price first to accrued market
discount not previously included in income. You must recognize ordinary income
to that extent. You may elect to include market discount in income currently as
it accrues rather than including it on a deferred basis in accordance with the
foregoing. If made, this election will apply to all market discount bonds
acquired by you on or after the first day of the first taxable year to which
this election applies.

      The Treasury regulations also permit you to elect to accrue all interest
and discount, including de minimis market or original issue discount, in income
as interest, and to amortize premium, based on a constant yield method. Your
making this election with respect to a REMIC regular certificate with market
discount would be deemed to be an election to include currently market discount
in income with respect to all other debt instruments with market discount that
you acquire during the taxable year of the election or thereafter, and possibly
previously acquired instruments. Similarly, your making this election as to a
certificate acquired at a premium would be deemed to be an election to amortize
bond premium, with respect to all debt instruments having amortizable bond
premium that you own or acquire. See "--Premium" below.

      Each of the elections described above to accrue interest and discount, and
to amortize premium, with respect to a certificate on a constant yield method or
as interest would be irrevocable except with the approval of the IRS.

      However, market discount with respect to a REMIC regular certificate will
be considered to be de minimis for purposes of Section 1276 of the Internal
Revenue Code if the market discount is less than 0.25% of the remaining stated
redemption price of the certificate multiplied by the number of complete years
to maturity remaining after the date of its purchase. In interpreting a similar
rule with respect to original issue discount on obligations payable in
installments, the Treasury regulations refer to the weighted average maturity of
obligations. It is likely that the same rule will be applied with respect to
market discount, presumably taking into account the prepayment assumption. If
market discount is treated as de minimis under this rule, it appears that the
actual discount would be treated in a manner similar to original issue discount
of a de minimis amount. See "--Original Issue Discount" above. This treatment
would result in


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discount being included in income at a slower rate than discount would be
required to be included in income using the method described above.

      Section 1276(b)(3) of the Internal Revenue Code specifically authorizes
the Treasury Department to issue regulations providing for the method for
accruing market discount on debt instruments, the principal of which is payable
in more than one installment. Until regulations are issued by the Treasury
Department, the relevant rules described in the Committee Report apply. The
Committee Report indicates that in each accrual period, you may accrue market
discount on a REMIC regular certificate held by you, at your option:

      o     on the basis of a constant yield method,

      o     in the case of a certificate issued without original issue discount,
            in an amount that bears the same ratio to the total remaining market
            discount as the stated interest paid in the accrual period bears to
            the total amount of stated interest remaining to be paid on the
            certificate as of the beginning of the accrual period, or

      o     in the case of a certificate issued with original issue discount, in
            an amount that bears the same ratio to the total remaining market
            discount as the original issue discount accrued in the accrual
            period bears to the total amount of original issue discount
            remaining on the certificate at the beginning of the accrual period.

      The prepayment assumption used in calculating the accrual of original
issue discount is also used in calculating the accrual of market discount.

      To the extent that REMIC regular certificates provide for monthly or other
periodic payments throughout their term, the effect of these rules may be to
require market discount to be includible in income at a rate that is not
significantly slower than the rate at which the discount would accrue if it were
original issue discount. Moreover, in any event a holder of a REMIC regular
certificate generally will be required to treat a portion of any gain on the
sale or exchange of the certificate as ordinary income to the extent of the
market discount accrued to the date of disposition under one of the foregoing
methods, less any accrued market discount previously reported as ordinary
income.

      Further, Section 1277 of the Internal Revenue Code may require you to
defer a portion of your interest deductions for the taxable year attributable to
any indebtedness incurred or continued to purchase or carry a REMIC regular
certificate purchased with market discount. For these purposes, the de minimis
rule referred to above applies. Any deferred interest expense would not exceed
the market discount that accrues during the related taxable year and is, in
general, allowed as a deduction not later than the year in which the related
market discount is includible in income. If you have elected, however, to
include market discount in income currently as it accrues, the interest deferral
rule described above would not apply.

      Premium. A REMIC regular certificate purchased at a cost, excluding any
portion of the cost attributable to accrued qualified stated interest, that is
greater than its remaining stated redemption price will be considered to be
purchased at a premium. You may elect under Section 171 of the Internal Revenue
Code to amortize the premium under the constant yield method over the life of
the certificate. If you elect to amortize bond premium, bond premium would be
amortized on a constant yield method and would be applied as an offset against
qualified stated


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interest. If made, this election will apply to all debt instruments having
amortizable bond premium that you own or subsequently acquire. The IRS has
issued regulations on the amortization of bond premium, but they specifically do
not apply to holders of REMIC regular certificates.

      The Treasury regulations also permit you to elect to include all interest,
discount and premium in income based on a constant yield method, further
treating you as having made the election to amortize premium generally. See
"--Market Discount" above. The Committee Report states that the same rules that
apply to accrual of market discount and require the use of a prepayment
assumption in accruing market discount with respect to REMIC regular
certificates without regard to whether those certificates have original issue
discount, will also apply in amortizing bond premium under Section 171 of the
Internal Revenue Code.

      Whether you will be treated as holding a REMIC regular certificate with
amortizable bond premium will depend on--

      o     the purchase price paid for your offered certificate, and

      o     the payments remaining to be made on your offered certificate at the
            time of its acquisition by you.

      If you acquire an interest in any class of REMIC regular certificates
issued at a premium, you should consider consulting your own tax advisor
regarding the possibility of making an election to amortize the premium.

      Realized Losses. Under Section 166 of the Internal Revenue Code, if you
are either a corporate holder of a REMIC regular certificate and or a
noncorporate holder of a REMIC regular certificate that acquires the certificate
in connection with a trade or business, you should be allowed to deduct, as
ordinary losses, any losses sustained during a taxable year in which your
offered certificate becomes wholly or partially worthless as the result of one
or more realized losses on the related mortgage loans. However, if you are a
noncorporate holder that does not acquire a REMIC regular certificate in
connection with a trade or business, it appears that--

      o     you will not be entitled to deduct a loss under Section 166 of the
            Internal Revenue Code until your offered certificate becomes wholly
            worthless, which is when its principal balance has been reduced to
            zero, and

      o     the loss will be characterized as a short-term capital loss.

      You will also have to accrue interest and original issue discount with
respect to your REMIC regular certificate, without giving effect to any
reductions in payments attributable to defaults or delinquencies on the related
mortgage loans, until it can be established that those payment reductions are
not recoverable. As a result, your taxable income in a period could exceed your
economic income in that period. If any of those amounts previously included in
taxable income are not ultimately received due to a loss on the related mortgage
loans, you should be able to recognize a loss or reduction in income. However,
the law is unclear with respect to the timing and character of this loss or
reduction in income.


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      Taxation of Owners of REMIC Residual Certificates.

      General. Although a REMIC is a separate entity for federal income tax
purposes, the Internal Revenue Code does not subject a REMIC to entity-level
taxation, except with regard to prohibited transactions and the other
transactions described under "--Prohibited Transactions Tax and Other Taxes"
below. Rather, a holder of REMIC residual certificates must generally take in
income the taxable income or net loss of the related REMIC. Accordingly, the
Internal Revenue Code treats the REMIC residual certificates much differently
than it would if they were direct ownership interests in the related mortgage
loans or as debt instruments issued by the related REMIC.

      Holders of REMIC residual certificates generally will be required to
report their daily portion of the taxable income or, subject to the limitations
noted in this discussion, the net loss of the related REMIC for each day during
a calendar quarter that they own those certificates. For this purpose, the
taxable income or net loss of the REMIC will be allocated to each day in the
calendar quarter ratably using a "30 days per month/90 days per quarter/360 days
per year" convention unless we otherwise disclose in the related prospectus
supplement. These daily amounts then will be allocated among the holders of the
REMIC residual certificates in proportion to their respective ownership
interests on that day. Any amount included in the certificateholders' gross
income or allowed as a loss to them by virtue of this paragraph will be treated
as ordinary income or loss. The taxable income of the REMIC will be determined
under the rules described below in "--Taxable Income of the REMIC." Holders of
REMIC residual certificates must report the taxable income of the related REMIC
without regard to the timing or amount of cash payments by the REMIC until the
REMIC's termination. Income derived from the REMIC residual certificates will be
"portfolio income" for the purposes of the limitations under Section 469 of the
Internal Revenue Code on the deductibility of "passive losses."

      A holder of a REMIC residual certificate that purchased the certificate
from a prior holder also will be required to report on its federal income tax
return amounts representing its daily share of the taxable income, or net loss,
of the related REMIC for each day that it holds the REMIC residual certificate.
These daily amounts generally will equal the amounts of taxable income or net
loss determined as described above. The Committee Report indicates that
modifications of the general rules may be made, by regulations, legislation or
otherwise to reduce, or increase, the income of a holder of a REMIC residual
certificate. These modifications would occur when a holder purchases the REMIC
residual certificate from a prior holder at a price other than the adjusted
basis that the REMIC residual certificate would have had in the hands of an
original holder of that certificate. The Treasury regulations, however, do not
provide for these modifications.

      Tax liability with respect to the amount of income that holders of REMIC
residual certificates will be required to report, will often exceed the amount
of cash payments received from the related REMIC for the corresponding period.
Consequently, you should have--

      o     other sources of funds sufficient to pay any federal income taxes
            due as a result of your ownership of REMIC residual certificates, or

      o     unrelated deductions against which income may be offset.

See, however, the rules discussed below relating to:


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      o     excess inclusions,

      o     residual interests without significant value, and

      o     noneconomic residual interests.

The fact that the tax liability associated with this income allocated to you may
exceed the cash payments received by you for the corresponding period may
significantly and adversely affect their after-tax rate of return. This
disparity between income and payments may not be offset by corresponding losses
or reductions of income attributable to your REMIC residual certificates until
subsequent tax years. Even then, the extra income may not be completely offset
due to changes in the Internal Revenue Code, tax rates or character of the
income or loss. Therefore, REMIC residual certificates will ordinarily have a
negative value at the time of issuance. See "Risk Factors--Residual Interests in
a Real Estate Mortgage Investment Conduit Have Adverse Tax Consequences."

      Taxable Income of the REMIC. The taxable income of a REMIC will equal:

      o     the income from the mortgage loans and other assets of the REMIC;
            plus

      o     any cancellation of indebtedness income due to the allocation of
            realized losses to those REMIC certificates constituting regular
            interests in the REMIC; less the following items--

            1.    the deductions allowed to the REMIC for interest, including
                  original issue discount but reduced by any premium on
                  issuance, on any class of REMIC certificates constituting
                  regular interests in the REMIC, whether offered or not,

            2.    amortization of any premium on the mortgage loans held by the
                  REMIC,

            3.    bad debt losses with respect to the mortgage loans held by the
                  REMIC, and

            4.    except as described below in this "--Taxable Income of the
                  REMIC" subsection, servicing, administrative and other
                  expenses.

      For purposes of determining its taxable income, a REMIC will have an
initial aggregate basis in its assets equal to the sum of the issue prices of
all REMIC certificates, or in the case of REMIC certificates not sold initially,
their fair market values. The aggregate basis will be allocated among the
mortgage loans and the other assets of the REMIC in proportion to their
respective fair market values. The issue price of any REMIC certificates offered
hereby will be determined in the manner described above under "--Taxation of
Owners of REMIC Regular Certificates--Original Issue Discount." The issue price
of a REMIC certificate received in exchange for an interest in mortgage loans or
other property will equal the fair market value of the interests in the mortgage
loans or other property. Accordingly, if one or more classes of REMIC
certificates are retained initially rather than sold, the related tax
administrator may be required to estimate the fair market value of these
interests in order to determine the basis of the REMIC in the mortgage loans and
other property held by the REMIC.

      Subject to possible application of the de minimis rules, the method of
accrual by a REMIC of original issue discount income and market discount income
with respect to mortgage loans that it


                                       136



holds will be equivalent to the method for accruing original issue discount
income for holders of REMIC regular certificates. That method is a constant
yield method taking into account the prepayment assumption. However, a REMIC
that acquires loans at a market discount must include that market discount in
income currently, as it accrues, on a constant yield basis. See
"--REMICs--Taxation of Owners of REMIC Regular Certificates" above, which
describes a method for accruing the discount income that is analogous to that
required to be used by a REMIC as to mortgage loans with market discount that it
holds.

      A REMIC will acquire a mortgage loan with discount, or premium, to the
extent that the REMIC's basis, determined as described in the preceding
paragraph, is different from its stated redemption price. Discount will be
includible in the income of the REMIC as it accrues, in advance of receipt of
the cash attributable to that income, under a method similar to the method
described above for accruing original issue discount on the REMIC regular
certificates. A REMIC probably will elect under Section 171 of the Internal
Revenue Code to amortize any premium on the mortgage loans that it holds.
Premium on any mortgage loan to which this election applies may be amortized
under a constant yield method, presumably taking into account the prepayment
assumption.

      A REMIC will be allowed deductions for interest, including original issue
discount, on all of the certificates that constitute regular interests in the
REMIC, whether or not offered hereby, as if those certificates were indebtedness
of the REMIC. Original issue discount will be considered to accrue for this
purpose as described above under "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount." However, the de minimis rule described
in that section will not apply in determining deductions.

      If a class of REMIC regular certificates is issued at a price in excess of
the stated redemption price of that class, the net amount of interest deductions
that are allowed to the REMIC in each taxable year with respect to those
certificates will be reduced by an amount equal to the portion of that excess
that is considered to be amortized in that year. It appears that this excess
should be amortized under a constant yield method in a manner analogous to the
method of accruing original issue discount described above under "--Taxation of
Owners of REMIC Regular Certificates--Original Issue Discount."

      As a general rule, the taxable income of a REMIC will be determined as if
the REMIC were an individual having the calendar year as its taxable year and
using the accrual method of accounting. However, no item of income, gain, loss
or deduction allocable to a prohibited transaction will be taken into account.
See "--REMICs--Prohibited Transactions Tax and Other Taxes" below. Further, the
limitation on miscellaneous itemized deductions imposed on individuals by
Section 67 of the Internal Revenue Code will not be applied at the REMIC level
so that the REMIC will be allowed full deductions for servicing, administrative
and other noninterest expenses in determining its taxable income. All those
expenses will be allocated as a separate item to the holders of the related
REMIC certificates, subject to the limitation of Section 67 of the Internal
Revenue Code. See "--Pass-Through of Miscellaneous Itemized Deductions" below.
If the deductions allowed to the REMIC exceed its gross income for a calendar
quarter, the excess will be the net loss for the REMIC for that calendar
quarter.

      Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC
residual certificate will be equal to:


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      o     the amount paid for that REMIC residual certificate,

      o     increased by, amounts included in the income of the holder of that
            REMIC residual certificate, and

      o     decreased, but not below zero, by payments made, and by net losses
            allocated, to the holder of that REMIC residual certificate.

      A holder of a REMIC residual certificate is not allowed to take into
account any net loss for any calendar quarter to the extent that the net loss
exceeds the adjusted basis to that holder as of the close of that calendar
quarter, determined without regard to that net loss. Any loss that is not
currently deductible by reason of this limitation may be carried forward
indefinitely to future calendar quarters and, subject to the same limitation,
may be used only to offset income from the REMIC residual certificate.

      Any distribution on a REMIC residual certificate will be treated as a
nontaxable return of capital to the extent it does not exceed the holder's
adjusted basis in the REMIC residual certificate. To the extent a distribution
on a REMIC residual certificate exceeds the holder's adjusted basis, it will be
treated as gain from the sale of that REMIC residual certificate.

      A holder's basis in a REMIC residual certificate will initially equal the
amount paid for the certificate and will be increased by that holder's allocable
share of taxable income of the related REMIC. However, these increases in basis
may not occur until the end of the calendar quarter, or perhaps the end of the
calendar year, with respect to which the related REMIC's taxable income is
allocated to that holder. To the extent the initial basis of the holder of a
REMIC residual certificate is less than the distributions to that holder, and
increases in the initial basis either occur after these distributions or,
together with the initial basis, are less than the amount of these payments,
gain will be recognized to that holder on these distributions. This gain will be
treated as gain from the sale of its REMIC residual certificate.

      The effect of these rules is that a holder of a REMIC residual certificate
may not amortize its basis in a REMIC residual certificate, but may only recover
its basis:

      o     through distributions,

      o     through the deduction of any net losses of the REMIC, or

      o     upon the sale of its REMIC residual certificate. See
            "--REMICs--Sales of REMIC Certificates" below.

      For a discussion of possible modifications of these rules that may require
adjustments to income of a holder of a REMIC residual certificate other than an
original holder see "--General" above. These adjustments could require a holder
of a REMIC residual certificate to account for any difference between the cost
of the certificate to the holder and the adjusted basis of the certificate would
have been in the hands of an original holder.

      Regulations have been issued addressing the federal income tax treatment
of "inducement fees" received by transferees of noneconomic REMIC residual
interests. These regulations require inducement fees to be included in income
over a period reasonably related to the period in which the related REMIC
residual interest is expected to generate taxable income or net loss to its
holder. Under two safe harbor methods, inducement fees are permitted to be
included in


                                       138



income (a) 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 (b) ratably over
the remaining anticipated weighted average life of all the regular and residual
interests issued by the REMIC, determined based on actual distributions
projected as remaining to be made on such interests under the prepayment
assumption. If the holder of a REMIC residual interest sells or otherwise
disposes of the residual interest, any unrecognized portion of the inducement
fee generally is required to 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.

      Excess Inclusions. Any excess inclusions with respect to a REMIC residual
certificate will be subject to federal income tax in all events. In general, the
excess inclusions with respect to a REMIC residual certificate for any calendar
quarter will be the excess, if any, of:

      o     the daily portions of REMIC taxable income allocable to that
            certificate, over

      o     the sum of the daily accruals for each day during the quarter that
            the certificate was held by that holder.

      The daily accruals of a holder of a REMIC residual certificate will be
determined by allocating to each day during a calendar quarter its ratable
portion of a numerical calculation. That calculation is the product of the
adjusted issue price of the REMIC residual certificate at the beginning of the
calendar quarter and 120% of the long-term Federal rate in effect on the date of
initial issuance. For this purpose, the adjusted issue price of a REMIC residual
certificate as of the beginning of any calendar quarter will be equal to:

      o     the issue price of the certificate, increased by

      o     the sum of the daily accruals for all prior quarters, and decreased,
            but not below zero, by

      o     any payments made with respect to the certificate before the
            beginning of that quarter.

      The issue price of a REMIC residual certificate is the initial offering
price to the public at which a substantial amount of the REMIC residual
certificates were sold, but excluding sales to bond houses, brokers and
underwriters or, if no sales have been made, their initial value. The long-term
Federal rate is an average of current yields on Treasury securities with a
remaining term of greater than nine years, computed and published monthly by the
IRS.

      Although it has not done so, the Treasury Department has authority to
issue regulations that would treat the entire amount of income accruing on a
REMIC residual certificate as excess inclusions if the REMIC residual interest
evidenced by that certificate is considered not to have significant value.

      For holders of REMIC residual certificates, excess inclusions:

      o     will not be permitted to be offset by deductions, losses or loss
            carryovers from other activities,

      o     will be treated as unrelated business taxable income to an otherwise
            tax-exempt organization, and


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      o     will not be eligible for any rate reduction or exemption under any
            applicable tax treaty with respect to the 30% United States
            withholding tax imposed on payments to holders of REMIC residual
            certificates that are foreign investors. See, however,
            "--REMICs--Foreign Investors in REMIC Certificates" below.

      Furthermore, for purposes of the alternative minimum tax:

      o     excess inclusions will not be permitted to be offset by the
            alternative tax net operating loss deduction, and

      o     alternative minimum taxable income may not be less than the
            taxpayer's excess inclusions.

      This last rule has the effect of preventing non-refundable tax credits
from reducing the taxpayer's income tax to an amount lower than the alternative
minimum tax on excess inclusions.

      In the case of any REMIC residual certificates held by a real estate
investment trust, or REIT, the total excess inclusions with respect to these
REMIC residual certificates will be allocated among the shareholders of the REIT
in proportion to the dividends received by the shareholders from the REIT. Any
amount so allocated will be treated as an excess inclusion with respect to a
REMIC residual certificate as if held directly by the shareholder. The total
excess inclusions referred to in the previous sentence will be reduced, but not
below zero, by any REIT taxable income, within the meaning of Section 857(b)(2)
of the Internal Revenue Code, other than any net capital gain. Treasury
regulations yet to be issued could apply a similar rule to:

      o     regulated investment companies,

      o     common trusts, and

      o     some cooperatives.

      The Treasury regulations, however, currently do not address this subject.

      Noneconomic REMIC Residual Certificates. Under the Treasury regulations,
transfers of noneconomic REMIC residual certificates will be disregarded for all
federal income tax purposes if "a significant purpose of the transfer was to
enable the transferor to impede the assessment or collection of tax." If a
transfer is disregarded, the purported transferor will continue to remain liable
for any taxes due with respect to the income on the noneconomic REMIC residual
certificate. The Treasury regulations provide that a REMIC residual certificate
is noneconomic unless, based on the prepayment assumption and on any required or
permitted clean up calls, or required liquidation provided for in the related
Governing Document:

      o     the present value of the expected future payments on the REMIC
            residual certificate equals at least the present value of the
            expected tax on the anticipated excess inclusions, and

      o     the transferor reasonably expects that the transferee will receive
            payments with respect to the REMIC residual certificate at or after
            the time the taxes accrue on the anticipated excess inclusions in an
            amount sufficient to satisfy the accrued taxes.


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The present value calculation referred to above is calculated using the
applicable Federal rate for obligations whose term ends on the close of the last
quarter in which excess inclusions are expected to accrue with respect to the
REMIC residual certificate. This rate is computed and published monthly by the
IRS.

      Accordingly, all transfers of REMIC residual certificates that may
constitute noneconomic residual interests will be subject to restrictions under
the terms of the related Governing Document that are intended to reduce the
possibility of any transfer being disregarded. These restrictions will require
an affidavit:

      o     from each party to the transfer, stating that no purpose of the
            transfer is to impede the assessment or collection of tax,

      o     from the prospective transferee, providing representations as to its
            financial condition including an understanding that it may incur tax
            liabilities in excess of any cash flows generated by the REMIC
            residual certificate and that it intends to pay its debts as they
            come due in the future, and

      o     from the prospective transferee, stating that it will not cause
            income from the REMIC residual certificates to be attributable to a
            foreign permanent establishment or fixed base, within the meaning of
            an applicable income tax treaty, of the transferee or of any other
            U.S. Person, and

      o     from the prospective transferor, stating that it has made a
            reasonable investigation to determine the transferee's historic
            payment of its debts and ability to continue to pay its debts as
            they come due in the future.

      The Treasury has issued final regulations that, in addition to the
affidavits above, require, in order to receive safe harbor protection against
possible disregard of a transfer, that either:

      (1)   the present value of the anticipated tax liabilities associated with
            holding the residual interest does not exceed the sum of:

            o     the present value of any consideration given to the transferee
                  to acquire the interest,

            o     the present value of the expected future distributions on the
                  interest, and

            o     the present value of the anticipated tax savings associated
                  with the holding of the interest as the REMIC generates
                  losses.

For purposes of the computations under this alternative, the transferee is
presumed to pay tax at the highest corporate rate, currently 35%, or, in certain
circumstances, the alternative minimum tax rate. Further, present values 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

      (2)   o     the transferee is a domestic C corporation (other than a
                  corporation exempt from taxation or a regulated investment
                  company or real estate investment trust) that


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                  meets certain gross and net asset tests (generally, $100
                  million of gross assets and $10 million of net assets for the
                  current year and the two preceding fiscal years),

            o     the transferee agrees in writing that it will transfer the
                  residual interest only to a subsequent transferee that is an
                  eligible corporation and meets the requirements for this safe
                  harbor transfer, and

            o     the facts and circumstances known to the transferor on or
                  before the date of the transfer do not reasonably indicate
                  that the taxes associated with ownership of the residual
                  interest will not be paid by the transferee.

      Prior to purchasing a REMIC residual certificate, prospective purchasers
should consider the possibility that a purported transfer of a REMIC residual
certificate to another party at some future date may be disregarded in
accordance with the above-described rules. This would result in the retention of
tax liability by the transferor with respect to that purported transfer.

      We will disclose in the related prospectus supplement whether the offered
REMIC residual certificates may be considered noneconomic residual interests
under the Treasury regulations. However, we will base any disclosure that a
REMIC residual certificate will not be considered noneconomic upon various
assumptions. Further, we will make no representation that a REMIC residual
certificate will not be considered noneconomic for purposes of the
above-described rules.

      See "--REMICs--Foreign Investors in REMIC Certificates" below for
additional restrictions applicable to transfers of REMIC residual certificates
to foreign persons.

      Mark-to-Market Rules. Regulations under Section 475 of the Internal
Revenue Code provide a REMIC residual certificate is not treated as a security
for purposes of Section 475 of the Internal Revenue Code. Thus, a REMIC residual
certificate is not subject to the mark-to-market rules.

      Transfers of REMIC Residual Certificates to Investors That are Foreign
Persons. Unless we otherwise state in the related prospectus supplement,
transfers of REMIC residual certificates to investors that are foreign persons
under the Internal Revenue Code and to United States partnerships that have (or
are permitted under their related partnership agreements to have) any non-United
States persons as partners (either directly or indirectly, other than through a
U.S. corporation) will be prohibited under the related Governing Documents.

      If transfers of REMIC residual certificates to investors that are foreign
persons are permitted under the related Governing Documents, and such a transfer
takes place, then it is possible that the transfer will be disregarded for all
federal tax purposes. The applicable Treasury regulations provide that a
transfer of a REMIC residual certificate that has "tax avoidance potential" to a
non-U.S. Person will be disregarded for all federal tax purposes, unless the
transferee's income is effectively connected with the conduct of a trade or
business within the United States. A REMIC residual certificate is deemed to
have tax avoidance potential unless, at the time of the transfer--

      o     the future value of expected distributions equals at least 30% of
            the anticipated excess inclusions after the transfer, and


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      o     the transferor reasonably expects that the transferee will receive
            sufficient distributions from the REMIC at or after the time at
            which the excess inclusions accrue and prior to the end of the next
            succeeding taxable year for the accumulated withholding tax
            liability to be paid.

      If the non-U.S. Person transfers the REMIC residual certificate back to a
U.S. Person, the transfer will be disregarded and the foreign transferor will
continue to be treated as the owner unless arrangements are made so that the
transfer does not have the effect of allowing the transferor to avoid tax on
accrued excess inclusions.

      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 Pooling and Servicing Agreement will prohibit
transfer of a Class R or Class LR 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.

      Pass-Through of Miscellaneous Itemized Deductions. Fees and expenses of a
REMIC generally will be allocated to the holders of the related REMIC residual
certificates. The applicable Treasury regulations indicate, however, that in the
case of a REMIC that is similar to a single class grantor trust, all or a
portion of these fees and expenses should be allocated to the holders of the
related REMIC regular certificates. Unless we state otherwise in the related
prospectus supplement, however, these fees and expenses will be allocated to
holders of the related REMIC residual certificates in their entirety and not to
the holders of the related REMIC regular certificates.

      If the holder of a REMIC certificate receives an allocation of fees and
expenses in accordance with the preceding discussion, and if that holder is:

      o     an individual,

      o     an estate or trust, or

      o     a Pass-Through Entity beneficially owned by one or more individuals,
            estates or trusts,

      then--

      o     an amount equal to this individual's, estate's or trust's share of
            these fees and expenses will be added to the gross income of this
            holder, and

      o     the individual's, estate's or trust's share of these fees and
            expenses will be treated as a miscellaneous itemized deduction
            allowable subject to the limitation of Section 67 of the Internal
            Revenue Code, which permits the deduction of these fees and expenses
            only to the extent they exceed, in total, 2% of a taxpayer's
            adjusted gross income.

      In addition, Section 68 of the Internal Revenue Code provides that the
amount of itemized deductions otherwise allowable for an individual whose
adjusted gross income exceeds a specified amount will be reduced by the lesser
of--


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      o     3% of the excess, if any, of adjusted gross income over a statutory
            inflation-adjusted amount, or;

      o     80% of the amount of itemized deductions otherwise allowable for
            such year.

      Such limitations will be phased out beginning in 2006 and eliminated in
2010.

      Furthermore, in determining the alternative minimum taxable income of a
holder of a REMIC certificate that is--

      o     an individual,

      o     an estate or trust, or

      o     a Pass-Through Entity beneficially owned by one or more individuals,
            estates or trusts,

no deduction will be allowed for the holder's allocable portion of servicing
fees and other miscellaneous itemized deductions of the REMIC, even though an
amount equal to the amount of these fees and other deductions will be included
in the holder's gross income.

      The amount of additional taxable income reportable by holders of REMIC
certificates that are subject to the limitations of either Section 67 or Section
68 of the Internal Revenue Code, or the complete disallowance of the related
expenses for alternative minimum tax purposes, may be substantial.

      Accordingly, REMIC certificates to which these expenses are allocated will
generally not be appropriate investments for:

      o     an individual,

      o     an estate or trust, or

      o     a Pass-Through Entity beneficially owned by one or more individuals,
            estates or trusts.

      We recommend that those prospective investors consult with their tax
advisors prior to making an investment in a REMIC certificate to which these
expenses are allocated.

      Sales of REMIC Certificates. If a REMIC certificate is sold, the selling
certificateholder will recognize gain or loss equal to the difference between
the amount realized on the sale and its adjusted basis in the REMIC certificate.
The adjusted basis of a REMIC regular certificate generally will equal:

      o     the cost of the certificate to that certificateholder, increased by

      o     income reported by that certificateholder with respect to the
            certificate, including original issue discount and market discount
            income, and reduced, but not below zero, by

      o     payments on the certificate received by that certificateholder and
            by amortized premium and realized losses allocated to the
            certificate and previously deducted by the certificateholder.

      The adjusted basis of a REMIC residual certificate will be determined as
described above under "--Taxation of Owners of REMIC Residual
Certificates--Basis Rules, Net Losses and


                                       144



Distributions." Except as described below in this "--Sales of REMIC
Certificates" subsection, any gain or loss from your sale of a REMIC certificate
will be capital gain or loss, provided that you hold the certificate as a
capital asset within the meaning of Section 1221 of the Internal Revenue Code,
which is generally property held for investment.

      In addition to the recognition of gain or loss on actual sales, the
Internal Revenue Code requires the recognition of gain, but not loss, upon the
constructive sale of an appreciated financial position. A constructive sale of
an appreciated financial position occurs if a taxpayer enters into a transaction
or series of transactions that have the effect of substantially eliminating the
taxpayer's risk of loss and opportunity for gain with respect to the financial
instrument. Debt instruments that--

      o     entitle the holder to a specified principal amount,

      o     pay interest at a fixed or variable rate, and

      o     are not convertible into the stock of the issuer or a related party,

cannot be the subject of a constructive sale for this purpose. Because most
REMIC regular certificates meet this exception, Section 1259 will not apply to
most REMIC regular certificates. However, REMIC regular certificates that have
no, or a disproportionately small, amount of principal, can be the subject of a
constructive sale.

      Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include the net capital
gain in total net investment income for the taxable year. A taxpayer would do so
because of the rule that limits the deduction of interest on indebtedness
incurred to purchase or carry property held for investment to a taxpayer's net
investment income.

      As of the date of this prospectus, the Internal Revenue Code provides for
lower rates as to long-term capital gains than those applicable to the
short-term capital gains and ordinary income recognized or received by
individuals. No similar rate differential exists for corporations. In addition,
the distinction between a capital gain or loss and ordinary income or loss is
relevant for other purposes to both individuals and corporations.

      Gain from the sale of a REMIC regular certificate that might otherwise be
a capital gain will be treated as ordinary income to the extent that the gain
does not exceed the excess, if any, of:

      o     the amount that would have been includible in the seller's income
            with respect to that REMIC regular certificate assuming that income
            had accrued on the certificate at a rate equal to 110% of the
            applicable Federal rate determined as of the date of purchase of the
            certificate, which is a rate based on an average of current yields
            on Treasury securities having a maturity comparable to that of the
            certificate based on the application of the prepayment assumption to
            the certificate, over

      o     the amount of ordinary income actually includible in the seller's
            income prior to that sale.

      In addition, gain recognized on the sale of a REMIC regular certificate by
a seller who purchased the certificate at a market discount will be taxable as
ordinary income in an amount not exceeding the portion of that discount that
accrued during the period the certificate was held


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by the seller, reduced by any market discount included in income under the rules
described above under "--Taxation of Owners of REMIC Regular
Certificates--Market Discount" and "--Premium."

      REMIC certificates will be "evidences of indebtedness" within the meaning
of Section 582(c)(1) of the Internal Revenue Code, so that gain or loss
recognized from the sale of a REMIC certificate by a bank or thrift institution
to which that section of the Internal Revenue Code applies will be ordinary
income or loss.

      A portion of any gain from the sale of a REMIC regular certificate that
might otherwise be capital gain may be treated as ordinary income to the extent
that a holder holds the certificate as part of a "conversion transaction" within
the meaning of Section 1258 of the Internal Revenue Code. A conversion
transaction generally is one in which the taxpayer has taken two or more
positions in the same or similar property that reduce or eliminate market risk,
if substantially all of the taxpayer's return is attributable to the time value
of the taxpayer's net investment in that transaction. The amount of gain so
realized in a conversion transaction that is recharacterized as ordinary income
generally will not exceed the amount of interest that would have accrued on the
taxpayer's net investment at 120% of the appropriate applicable Federal rate at
the time the taxpayer enters into the conversion transaction, subject to
appropriate reduction for prior inclusion of interest and other ordinary income
items from the transaction.

      Except as may be provided in Treasury regulations yet to be issued, a loss
realized on the sale of a REMIC residual certificate will be subject to the
"wash sale" rules of Section 1091 of the Internal Revenue Code, if during the
period beginning six months before, and ending six months after, the date of
that sale the seller of that certificate:

      o     reacquires that same REMIC residual certificate,

      o     acquires any other residual interest in a REMIC, or

      o     acquires any similar interest in a taxable mortgage pool, as defined
            in Section 7701(i) of the Internal Revenue Code.

In that event, any loss realized by the holder of a REMIC residual certificate
on the sale will not be recognized or deductible currently, but instead will be
added to that holder's adjusted basis in the newly-acquired asset.

      Prohibited Transactions Tax and Other Taxes. The Internal Revenue Code
imposes a tax on REMICs equal to 100% of the net income derived from prohibited
transactions. In general, subject to specified exceptions, a prohibited
transaction includes:

      o     the disposition of a non-defaulted mortgage loan,

      o     the receipt of income from a source other than a mortgage loan or
            other permitted investments,

      o     the receipt of compensation for services, or

      o     the gain from the disposition of an asset purchased with collections
            on the mortgage loans for temporary investment pending payment on
            the REMIC certificates.


                                       146



      It is not anticipated that any REMIC will engage in any prohibited
transactions as to which it would be subject to this tax.

      In addition, some contributions to a REMIC made after the day on which the
REMIC issues all of its interests could result in the imposition of a tax on the
REMIC equal to 100% of the value of the contributed property. The related
Governing Document will include provisions designed to prevent the acceptance of
any contributions that would be subject to this tax.

      REMICs also are subject to federal income tax at the highest corporate
rate on Net Income From Foreclosure Property, determined by reference to the
rules applicable to REITs. Net income from foreclosure property generally means
income from foreclosure property other than qualifying rents and other
qualifying income for a REIT. The related Governing Documents may permit the
special servicer to conduct activities with respect to a mortgaged property
acquired by one of our trusts in a manner that causes the trust to incur this
tax, if doing so would, in the reasonable discretion of the special servicer,
maximize the net after-tax proceeds to certificateholders. However, under no
circumstance may the special servicer allow the acquired mortgaged property to
cease to be a "permitted investment" under Section 860G(a)(5) of the Internal
Revenue Code.

      Unless we otherwise disclose in the related prospectus supplement, it is
not anticipated that any material state or local income or franchise tax will be
imposed on any REMIC.

      Unless we state otherwise in the related prospectus supplement, and to the
extent permitted by then applicable laws, any tax on prohibited transactions,
particular contributions or Net Income From Foreclosure Property, and any state
or local income or franchise tax, that may be imposed on the REMIC will be borne
by the related trustee, tax administrator, master servicer, special servicer or
manager, in any case out of its own funds, provided that--

      o     the person has sufficient assets to do so, and

      o     the tax arises out of a breach of that person's obligations under
            the related Governing Document.

      Any tax not borne by one of these persons would be charged against the
related trust resulting in a reduction in amounts payable to holders of the
related REMIC certificates.

      Tax and Restrictions on Transfers of REMIC Residual Certificates to
Particular Organizations. If a REMIC residual certificate is transferred to a
Disqualified Organization, a tax will be imposed in an amount equal to the
product of:

      o     the present value of the total anticipated excess inclusions with
            respect to the REMIC residual certificate for periods after the
            transfer, and

      o     the highest marginal federal income tax rate applicable to
            corporations.

      The value of the anticipated excess inclusions is discounted using the
applicable Federal rate for obligations whose term ends on the close of the last
quarter in which excess inclusions are expected to accrue with respect to the
REMIC residual certificate.

      The anticipated excess inclusions must be determined as of the date that
the REMIC residual certificate is transferred and must be based on:


                                       147



      o     events that have occurred up to the time of the transfer,

      o     the prepayment assumption, and

      o     any required or permitted clean up calls or required liquidation
            provided for in the related Governing Document.

      The tax on transfers to Disqualified Organizations generally would be
imposed on the transferor of the REMIC residual certificate, except when the
transfer is through an agent for a Disqualified Organization. In that case, the
tax would instead be imposed on the agent. However, a transferor of a REMIC
residual certificate would in no event be liable for the tax with respect to a
transfer if:

      o     the transferee furnishes to the transferor an affidavit that the
            transferee is not a Disqualified Organization, and

      o     as of the time of the transfer, the transferor does not have actual
            knowledge that the affidavit is false.

      In addition, if a Pass-Through Entity includes in income excess inclusions
with respect to a REMIC residual certificate, and a Disqualified Organization is
the record holder of an interest in that entity, then a tax will be imposed on
that entity equal to the product of:

      o     the amount of excess inclusions on the certificate that are
            allocable to the interest in the Pass-Through Entity held by the
            Disqualified Organization, and

      o     the highest marginal federal income tax rate imposed on
            corporations.

      A Pass-Through Entity will not be subject to this tax for any period,
however, if each record holder of an interest in that Pass-Through Entity
furnishes to that Pass-Through Entity:

      o     the holder's social security number and a statement under penalties
            of perjury that the social security number is that of the record
            holder, or

      o     a statement under penalties of perjury that the record holder is not
            a Disqualified Organization.

      If an Electing Large Partnership holds a REMIC residual certificate, all
interests in the Electing Large Partnership are treated as held by Disqualified
Organizations for purposes of the tax imposed on pass-through entities described
in the second preceding paragraph. This tax on Electing Large Partnerships must
be paid even if each record holder of an interest in that partnership provides a
statement mentioned in the prior paragraph.

      In addition, a person holding an interest in a Pass-Through Entity as a
nominee for another person will, with respect to that interest, be treated as a
Pass-Through Entity.

      Moreover, an entity will not qualify as a REMIC unless there are
reasonable arrangements designed to ensure that:

      o     the residual interests in the entity are not held by Disqualified
            Organizations, and

      o     the information necessary for the application of the tax described
            in this prospectus will be made available.


                                       148



      We will include in the related Governing Document restrictions on the
transfer of REMIC residual certificates and other provisions that are intended
to meet this requirement, and we will discuss those restrictions and provisions
in any prospectus supplement relating to the offering of any REMIC residual
certificate.

      Termination. A REMIC will terminate immediately after the payment date
following receipt by the REMIC of the final payment with respect to the related
mortgage loans or upon a sale of the REMIC's assets following the adoption by
the REMIC of a plan of complete liquidation. The last payment on a REMIC regular
certificate will be treated as a payment in retirement of a debt instrument. In
the case of a REMIC residual certificate, if the last payment on that
certificate is less than the REMIC residual certificateholder's adjusted basis
in the certificate, that holder should, but may not, be treated as realizing a
capital loss equal to the amount of that difference.

      Reporting and Other Administrative Matters. Solely for purposes of the
administrative provisions of the Internal Revenue Code, a REMIC will be treated
as a partnership and holders of the related REMIC residual certificates will be
treated as partners. Unless we otherwise state in the related prospectus
supplement, the related tax administrator will file REMIC federal income tax
returns on behalf of the REMIC, and will be designated as and will act as or on
behalf of the tax matters person with respect to the REMIC in all respects. The
related tax administrator may hold at least a nominal amount of REMIC residual
certificates.

      As, or as agent for, the tax matters person, the related tax
administrator, subject to applicable notice requirements and various
restrictions and limitations, generally will have the authority to act on behalf
of the REMIC and the holders of the REMIC residual certificates in connection
with the administrative and judicial review of the REMIC's--

      o     income,

      o     deductions

      o     gains,

      o     losses, and

      o     classification as a REMIC.

      Holders of REMIC residual certificates generally will be required to
report these REMIC items consistently with their treatment on the related
REMIC's tax return. In addition, these holders may in some circumstances be
bound by a settlement agreement between the related tax administrator, as, or as
agent for, the tax matters person, and the IRS concerning any REMIC item.
Adjustments made to the REMIC's tax return may require these holders to make
corresponding adjustments on their returns. An audit of the REMIC's tax return,
or the adjustments resulting from that audit, could result in an audit of a
holder's return.

      Reporting of interest income, including any original issue discount, with
respect to REMIC regular certificates is required annually, and may be required
more frequently under Treasury regulations. These information reports generally
are required to be sent or made readily available through electronic means to
individual holders of REMIC regular certificates and the IRS. Holders of REMIC
regular certificates that are--


                                       149



      o     corporations,

      o     trusts,

      o     securities dealers, and

      o     various other non-individuals,

will be provided interest and original issue discount income information and the
information set forth in the following paragraphs. This information will be
provided upon request in accordance with the requirements of the applicable
regulations. The information must be provided by the later of:

      o     30 days after the end of the quarter for which the information was
            requested, or

      o     two weeks after the receipt of the request.

      Reporting with respect to REMIC residual certificates, including--

      o     income,

      o     excess inclusions,

      o     investment expenses, and

      o     relevant information regarding qualification of the REMIC's assets,

will be made as required under the Treasury regulations, generally on a
quarterly basis.

      As applicable, the REMIC regular certificate information reports will
include a statement of the adjusted issue price of the REMIC regular certificate
at the beginning of each accrual period. In addition, the reports will include
information required by regulations with respect to computing the accrual of any
market discount. Because exact computation of the accrual of market discount on
a constant yield method would require information relating to the holder's
purchase price that the REMIC may not have, the regulations only require that
information pertaining to the appropriate proportionate method of accruing
market discount be provided. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Market Discount."

      Unless we otherwise specify in the related prospectus supplement, the
responsibility for complying with the foregoing reporting rules will be borne by
the related tax administrator for the subject REMIC.

      Backup Withholding with Respect to REMIC Certificates. Payments of
interest and principal, as well as payments of proceeds from the sale of REMIC
certificates, may be subject to the backup withholding tax under Section 3406 of
the Internal Revenue Code at a rate of 28%, which rate will be increased to 31%
after 2010 unless the recipient of these payments:

      o     is a United States person and provides IRS Form W-9 with the correct
            taxpayer identification number;

      o     is a foreign person and provides IRS Form W-8BEN identifying the
            foreign person and stating that the beneficial owner is not a United
            States person; or


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      o     can be treated as an exempt recipient within the meaning of Treasury
            Regulations Section 1.6049-4(c)(1)(ii).

      Any amounts deducted and withheld from a payment to a recipient would be
allowed as a credit against the recipient's federal income tax. Information
reporting requirements may also apply regardless of whether withholding is
required. Furthermore, certain penalties may be imposed by the IRS on a
recipient of payments that is required to supply information but that does not
do so in the proper manner.

      Foreign Investors in REMIC Certificates. Unless we otherwise disclose in
the related prospectus supplement, a holder of a REMIC regular certificate that
is--

      o     a foreign person, and

      o     not subject to federal income tax as a result of any direct or
            indirect connection to the United States in addition to its
            ownership of that certificate,

will normally not be subject to United States federal income or withholding tax
in respect of a payment on an offered certificate. To avoid withholding tax,
that holder must provide certain documentation. The appropriate documentation
includes Form W-8BEN, if the foreign 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 foreign person is eligible for an
exemption on the basis of its income from the REMIC certificate being
effectively connected to a United States trade or business; Form W-8BEN or Form
W-8IMY if the foreign person is a trust, depending on whether such trust is
classified as the beneficial owner of the REMIC 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
foreign 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, and nominee
or otherwise as an agent for the beneficial owner of a REMIC Certificate. A
"qualified intermediary" is generally a foreign financial institution or
clearing organization or a non-United States branch or office of a United States
financial institution or clearing organization that is a party to a withholding
agreement with the IRS.

      For these purposes, a foreign person is anyone other than a U.S. Person.

      It is possible that the IRS may assert that the foregoing tax exemption
should not apply with respect to a REMIC regular certificate held by a person or
entity that owns directly or indirectly a 10% or greater interest in the related
REMIC residual certificates. If the holder does not qualify for exemption,
payments of interest, including payments in respect of accrued original


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issue discount, to that holder may be subject to a tax rate of 30%, subject to
reduction under any applicable tax treaty.

      It is possible, under regulations promulgated under Section 881 of the
Internal Revenue Code concerning conduit financing transactions, that the
exemption from withholding taxes described above may also not be available to a
holder who is a foreign person and either--

      o     owns 10% or more of one or more underlying mortgagors, or

      o     if the holder is a controlled foreign corporation, is related to one
            or more mortgagors in the applicable trust.

      Further, it appears that a REMIC regular certificate would not be included
in the estate of a nonresident alien individual and would not be subject to
United States estate taxes. However, it is recommended that certificateholders
who are nonresident alien individuals consult their tax advisors concerning this
question.

      Unless we otherwise state in the related prospectus supplement, the
related Governing Document will prohibit transfers of REMIC residual
certificates to investors that are:

      o     foreign persons, or

      o     U.S. Persons, if classified as a partnership under the Internal
            Revenue Code, unless all of their beneficial owners are U.S.
            Persons.

GRANTOR TRUSTS

      Classification of Grantor Trusts. With respect to each series of grantor
trust certificates, our counsel will deliver its opinion to the effect that,
assuming compliance with all provisions of the related Governing Document, the
related trust, or relevant portion of that trust, will be classified as a
grantor trust under subpart E, part I of subchapter J of the Internal Revenue
Code and not as a partnership or an association taxable as a corporation.

      A grantor trust certificate may be classified as either of the following
types of certificate:

      o     a grantor trust fractional interest certificate representing an
            undivided equitable ownership interest in the principal of the
            mortgage loans constituting the related grantor trust, together with
            interest on those loans at a pass-through rate; or

      o     a grantor trust strip certificate representing ownership of all or a
            portion of the difference between--

            1.    interest paid on the mortgage loans constituting the related
                  grantor trust, minus

            2.    the sum of:

      o     normal administration fees, and

      o     interest paid to the holders of grantor trust fractional interest
            certificates issued with respect to that grantor trust


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      A grantor trust strip certificate may also evidence a nominal ownership
interest in the principal of the mortgage loans constituting the related grantor
trust.

      Characterization of Investments in Grantor Trust Certificates.

      Grantor Trust Fractional Interest Certificates. Unless we otherwise
disclose in the related prospectus supplement, any offered certificates that are
grantor trust fractional interest certificates will generally represent
interests in:

      o     "loans . . . secured by an interest in real property" within the
            meaning of Section 7701(a)(19)(C)(v) of the Internal Revenue Code,
            but only to the extent that the underlying mortgage loans have been
            made with respect to property that is used for residential or other
            prescribed purposes;

      o     "obligation[s] (including any participation or certificate of
            beneficial ownership therein) which . . . [are] principally secured
            by an interest in real property" within the meaning of Section
            860G(a)(3) of the Internal Revenue Code; and

      o     "real estate assets" within the meaning of Section 856(c)(5)(B) of
            the Internal Revenue Code.

      In addition, interest on offered certificates that are grantor trust
fractional interest certificates will, to the same extent, be considered
"interest on obligations secured by mortgages on real property or on interests
in real property" within the meaning of Section 856(c)(3)(B) of the Internal
Revenue Code.

      Grantor Trust Strip Certificates. Even if grantor trust strip certificates
evidence an interest in a grantor trust--

      o     consisting of mortgage loans that are "loans . . . secured by an
            interest in real property" within the meaning of Section
            7701(a)(19)(C)(v) of the Internal Revenue Code,

      o     consisting of mortgage loans that are "real estate assets" within
            the meaning of Section 856(c)(5)(B) of the Internal Revenue Code,
            and

      o     the interest on which is "interest on obligations secured by
            mortgages on real property" within the meaning of Section
            856(c)(3)(A) of the Internal Revenue Code,

it is unclear whether the grantor trust strip certificates, and the income from
those certificates, will be so characterized. We recommend that prospective
purchasers to which the characterization of an investment in grantor trust strip
certificates is material consult their tax advisors regarding whether the
grantor trust strip certificates, and the income from those certificates, will
be so characterized.

      The grantor trust strip certificates will be "obligation[s] (including any
participation or certificate of beneficial ownership therein) which . . . [are]
principally secured by an interest in real property" within the meaning of
Section 860G(a)(3)(A) of the Internal Revenue Code.


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      Taxation of Owners of Grantor Trust Fractional Interest Certificates

      General. Holders of a particular series of grantor trust fractional
interest certificates generally:

      o     will be required to report on their federal income tax returns their
            shares of the entire income from the underlying mortgage loans,
            including amounts used to pay reasonable servicing fees and other
            expenses, and

      o     will be entitled to deduct their shares of any reasonable servicing
            fees and other expenses.

      Because of stripped interests, market or original issue discount, or
premium, the amount includible in income on account of a grantor trust
fractional interest certificate may differ significantly from interest paid or
accrued on the underlying mortgage loans.

      Section 67 of the Internal Revenue Code allows an individual, estate or
trust holding a grantor trust fractional interest certificate directly or
through some types of pass-through entities a deduction for any reasonable
servicing fees and expenses only to the extent that the total of the holder's
miscellaneous itemized deductions exceeds two percent of the holder's adjusted
gross income.

      o     Section 68 of the Internal Revenue Code reduces the amount of
            itemized deductions otherwise allowable for an individual whose
            adjusted gross income exceeds a specified amount.

      The amount of additional taxable income reportable by holders of grantor
trust fractional interest certificates who are subject to the limitations of
either Section 67 or Section 68 of the Internal Revenue Code may be substantial.
Further, certificateholders, other than corporations, subject to the alternative
minimum tax may not deduct miscellaneous itemized deductions in determining
their alternative minimum taxable income.

      Although it is not entirely clear, it appears that in transactions in
which multiple classes of grantor trust certificates, including grantor trust
strip certificates, are issued, any fees and expenses should be allocated among
those classes of grantor trust certificates. The method of this allocation
should recognize that each class benefits from the related services. In the
absence of statutory or administrative clarification as to the method to be
used, we currently expect that information returns or reports to the IRS and
certificateholders will be based on a method that allocates these fees and
expenses among classes of grantor trust certificates with respect to each period
based on the payments made to each class during that period.

      The federal income tax treatment of grantor trust fractional interest
certificates of any series will depend on whether they are subject to the
stripped bond rules of Section 1286 of the Internal Revenue Code. Grantor trust
fractional interest certificates may be subject to those rules if:

      o     a class of grantor trust strip certificates is issued as part of the
            same series, or

      o     we or any of our affiliates retain, for our or its own account or
            for purposes of resale, a right to receive a specified portion of
            the interest payable on an underlying mortgage loan.


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      Further, the IRS has ruled that an unreasonably high servicing fee
retained by a seller or servicer will be treated as a retained ownership
interest in mortgage loans that constitutes a stripped coupon. We will include
in the related prospectus supplement information regarding servicing fees paid
out of the assets of the related trust to:

      o     a master servicer,

      o     a special servicer,

      o     any sub-servicer, or

      o     their respective affiliates.

      If Stripped Bond Rules Apply. If the stripped bond rules apply, each
grantor trust fractional interest certificate will be treated as having been
issued with original issue discount within the meaning of Section 1273(a) of the
Internal Revenue Code. This is subject, however, to the discussion below
regarding:

      o     the treatment of some stripped bonds as market discount bonds, and

      o     de minimis market discount.

      See "--Market Discount" below.

      Under the stripped bond rules, the holder of a grantor trust fractional
interest certificate, whether a cash or accrual method taxpayer, will be
required to report interest income from its grantor trust fractional interest
certificate for each month. The amount of reportable interest income must equal
the income that accrues on the certificate in that month calculated under a
constant yield method, in accordance with the rules of the Internal Revenue Code
relating to original issue discount.

      The original issue discount on a grantor trust fractional interest
certificate will be the excess of the certificate's stated redemption price over
its issue price. The issue price of a grantor trust fractional interest
certificate as to any purchaser will be equal to the price paid by that
purchaser of the grantor trust fractional interest certificate. The stated
redemption price of a grantor trust fractional interest certificate will be the
sum of all payments to be made on that certificate, other than qualified stated
interest, if any, and the certificate's share of reasonable servicing fees and
other expenses.

      See "--If Stripped Bond Rules Do Not Apply" for a definition of "qualified
stated interest." In general, the amount of that income that accrues in any
month would equal the product of:

      o     the holder's adjusted basis in the grantor trust fractional interest
            certificate at the beginning of the related month, as defined in
            "--Sales of Grantor Trust Certificates," and

      o     the yield of that grantor trust fractional interest certificate to
            the holder.

      The yield would be computed as the rate, that, if used to discount the
holder's share of future payments on the related mortgage loans, would cause the
present value of those future payments to equal the price at which the holder
purchased the certificate. This rate is compounded based on the regular interval
between payment dates. In computing yield under the stripped bond rules, a
certificateholder's share of future payments on the related mortgage loans will
not include any


                                       155



payments made with respect to any ownership interest in those mortgage loans
retained by us, a master servicer, a special servicer, a sub-servicer or our or
their respective affiliates, but will include the certificateholder's share of
any reasonable servicing fees and other expenses.

      With respect to some categories of debt instruments, Section 1272(a)(6) of
the Internal Revenue Code requires the use of a reasonable prepayment assumption
in accruing original issue discount, and adjustments in the accrual of original
issue discount when prepayments do not conform to the prepayment assumption.

      Section 1272(a)(6) applies to any "pool of debt instruments the yield on
which may be affected by reason of prepayments." The precise application of
Section 1272(a)(6) is unclear in some respects. For example, it is uncertain
whether a prepayment assumption will be applied collectively to all a taxpayer's
investments in pools of debt instruments, or on an investment-by-investment
basis. Similarly, it is not clear whether the assumed prepayment rate as to
investments in grantor trust fractional interest certificates is to be
determined based on conditions at the time of the first sale of the certificate
or, with respect to any holder, at the time of purchase of the certificate by
that holder.

      We recommend that certificateholders consult their tax advisors concerning
reporting original issue discount with respect to grantor trust fractional
interest certificates.

      In the case of a grantor trust fractional interest certificate acquired at
a price equal to the principal amount of the related mortgage loans allocable to
that certificate, the use of a prepayment assumption generally would not have
any significant effect on the yield used in calculating accruals of interest
income. In the case, however, of a grantor trust fractional interest certificate
acquired at a price less than or greater than the principal amount,
respectively, the use of a reasonable prepayment assumption would increase or
decrease the yield. Therefore, the use of this prepayment assumption would
accelerate or decelerate, respectively, the reporting of income.

      In the absence of statutory or administrative clarification, we currently
expect that information reports or returns to the IRS and certificateholders
will be based on:

      o     a prepayment assumption determined when certificates are offered and
            sold hereunder, which we will disclose in the related prospectus
            supplement, and

      o     a constant yield computed using a representative initial offering
            price for each class of certificates.

      However, neither we nor any other person will make any representation
that--

      o     the mortgage loans in any of our trusts will in fact prepay at a
            rate conforming to the prepayment assumption used or any other rate,
            or

      o     the prepayment assumption will not be challenged by the IRS on
            audit.

      Certificateholders also should bear in mind that the use of a
representative initial offering price will mean that the information returns or
reports that we send, even if otherwise accepted as accurate by the IRS, will in
any event be accurate only as to the initial certificateholders of each series
who bought at that price.


                                       156



      Under Treasury Regulation Section 1.1286-1, some stripped bonds are to be
treated as market discount bonds. Accordingly, any purchaser of that bond is to
account for any discount on the bond as market discount rather than original
issue discount. This treatment only applies, however, if immediately after the
most recent disposition of the bond by a person stripping one or more coupons
from the bond and disposing of the bond or coupon:

      o     there is no original issue discount or only a de minimis amount of
            original issue discount, or

      o     the annual stated rate of interest payable on the original bond is
            no more than one percentage point lower than the gross interest rate
            payable on the related mortgage loans, before subtracting any
            servicing fee or any stripped coupon.

      If interest payable on a grantor trust fractional interest certificate is
more than one percentage point lower than the gross interest rate payable on the
related mortgage loans, we will disclose that fact in the related prospectus
supplement. If the original issue discount or market discount on a grantor trust
fractional interest certificate determined under the stripped bond rules is less
than the product of:

      o     0.25% of the stated redemption price, and

      o     the weighted average maturity of the related mortgage loans,

then the original issue discount or market discount will be considered to be de
minimis. Original issue discount or market discount of only a de minimis amount
will be included in income in the same manner as de minimis original issue
discount and market discount described in "--If Stripped Bond Rules Do Not
Apply" and "--Market Discount" below.

      In light of the application of Section 1286 of the Code, a beneficial
owner of a stripped bond generally will be required to compute accruals of
original issue discount based on its yield, possibly taking into account its own
prepayment assumption. The information necessary to perform the related
calculations for information reporting purposes, however, generally will not be
available to the trustee. Accordingly, any information reporting provided by the
trustee with respect to these stripped bonds, which information will be based on
pricing information as of the closing date, will largely fail to reflect the
accurate accruals of original issue discount for these certificates. Prospective
investors therefore should be aware that the timing of accruals of original
issue discount applicable to a stripped bond generally will be different than
that reported to holders and the IRS. Prospective investors should consult their
own tax advisors regarding their obligation to compute and include in income the
correct amount of original issue discount accruals and any possible tax
consequences to them if they should fail to do so.

      If Stripped Bond Rules Do Not Apply. Subject to the discussion below on
original issue discount, if the stripped bond rules do not apply to a grantor
trust fractional interest certificate, the certificateholder will be required to
report its share of the interest income on the related mortgage loans in
accordance with the certificateholder's normal method of accounting. In that
case, the original issue discount rules will apply, even if the stripped bond
rules do not apply, to a grantor trust fractional interest certificate to the
extent it evidences an interest in mortgage loans issued with original issue
discount.

      The original issue discount, if any, on mortgage loans will equal the
difference between:


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      o     the stated redemption price of the mortgage loans, and

      o     their issue price.

      For a definition of "stated redemption price," see "--REMICs--Taxation of
Owners of REMIC Regular Certificates--Original Issue Discount" above. In
general, the issue price of a mortgage loan will be the amount received by the
borrower from the lender under the terms of the mortgage loan. If the borrower
separately pays points to the lender that are not paid for services provided by
the lender, such as commitment fees or loan processing costs, the amount of
those points paid reduces the issue price.

      The stated redemption price of a mortgage loan will generally equal its
principal amount. The determination as to whether original issue discount will
be considered to be de minimis will be calculated using the same test as in the
REMIC discussion. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above.

      In the case of mortgage loans bearing adjustable or variable interest
rates, we will describe in the related prospectus supplement the manner in which
these rules will be applied with respect to the mortgage loans by the related
trustee or master servicer, as applicable, in preparing information returns to
certificateholders and the IRS.

      If original issue discount is in excess of a de minimis amount, all
original issue discount with respect to a mortgage loan will be required to be
accrued and reported in income each month, based on a constant yield. Section
1272(a)(6) of the Internal Revenue Code requires that a prepayment assumption be
used in computing yield with respect to any pool of debt instruments, the yield
on which may be affected by prepayments. The precise application of this
legislation is unclear in some respects. For example, it is uncertain whether a
prepayment assumption will be applied collectively to all a taxpayer's
investments in pools of debt instruments, or will be applied on an
investment-by-investment basis. Similarly, it is not clear whether the assumed
prepayment rate as to investments in grantor trust fractional interest
certificates is to be determined based on conditions at the time of the first
sale of the certificate or, with respect to any holder, at the time of purchase
of the certificate by that holder. We recommend that certificateholders consult
their own tax advisors concerning reporting original issue discount with respect
to grantor trust fractional interest certificates.

      A purchaser of a grantor trust fractional interest certificate may
purchase the grantor trust fractional interest certificate at a cost less than
the certificate's allocable portion of the total remaining stated redemption
price of the underlying mortgage loans. In that case, the purchaser will also be
required to include in gross income the certificate's daily portions of any
original issue discount with respect to those mortgage loans. However, each
daily portion will be reduced, if the cost of the grantor trust fractional
interest certificate to the purchaser is in excess of the certificate's
allocable portion of the aggregate adjusted issue prices of the underlying
mortgage loans. The reduction will be approximately in proportion to the ratio
that the excess bears to the certificate's allocable portion of the total
original issue discount remaining to be accrued on those mortgage loans.

      The adjusted issue price of a mortgage loan on any given day equals the
sum of:


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      o     the adjusted issue price or the issue price, in the case of the
            first accrual period, of the mortgage loan at the beginning of the
            accrual period that includes that day, and

      o     the daily portions of original issue discount for all days during
            the accrual period prior to that day.

      The adjusted issue price of a mortgage loan at the beginning of any
accrual period will equal:

      o     the issue price of the mortgage loan, increased by

      o     the total amount of original issue discount with respect to the
            mortgage loan that accrued in prior accrual periods, and reduced by

      o     the amount of any payments made on the mortgage loan in prior
            accrual periods of amounts included in its stated redemption price.

      In the absence of statutory or administrative clarification, we currently
expect that information reports or returns to the IRS and certificateholders
will be based on:

      o     a prepayment assumption determined when the certificates are offered
            and sold hereunder and disclosed in the related prospectus
            supplement, and

      o     a constant yield computed using a representative initial offering
            price for each class of certificates.

      However, neither we nor any other person will make any representation
that--

      o     the mortgage loans will in fact prepay at a rate conforming to the
            prepayment assumption or any other rate, or

      o     the prepayment assumption will not be challenged by the IRS on
            audit.

      Certificateholders also should bear in mind that the use of a
representative initial offering price will mean that the information returns or
reports, even if otherwise accepted as accurate by the IRS, will in any event be
accurate only as to the initial certificateholders of each series who bought at
that price.

      Market Discount. If the stripped bond rules do not apply to a grantor
trust fractional interest certificate, a certificateholder may be subject to the
market discount rules of Sections 1276 through 1278 of the Internal Revenue Code
to the extent an interest in a mortgage loan is considered to have been
purchased at a market discount. A mortgage loan is considered to have been
purchased at a market discount if--

      o     in the case of a mortgage loan issued without original issue
            discount, it is purchased at a price less than its remaining stated
            redemption price, or

      o     in the case of a mortgage loan issued with original issue discount,
            it is purchased at a price less than its adjusted issue price.

      If market discount is in excess of a de minimis amount, the holder
generally must include in income in each month the amount of the discount that
has accrued, under the rules described in the next paragraph, through that month
that has not previously been included in income. However, the inclusion will be
limited, in the case of the portion of the discount that is allocable


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to any mortgage loan, to the payment of stated redemption price on the mortgage
loan that is received by or, for accrual method certificateholders, due to the
trust in that month. A certificateholder may elect to include market discount in
income currently as it accrues, under a constant yield method based on the yield
of the certificate to the holder, rather than including it on a deferred basis
in accordance with the foregoing under rules similar to those described in
"--REMICs--Taxation of Owners of REMIC Regular Certificates--Market Discount"
above.

      Section 1276(b)(3) of the Internal Revenue Code authorizes the Treasury
Department to issue regulations providing for the method for accruing market
discount on debt instruments, the principal of which is payable in more than one
installment. Until the time that regulations are issued by the Treasury
Department, the relevant rules described in the Committee Report apply. Under
those rules, in each accrual period, you may accrue market discount on the
underlying mortgage loans, at your option:

      o     on the basis of a constant yield method,

      o     in the case of a mortgage loan issued without original issue
            discount, in an amount that bears the same ratio to the total
            remaining market discount as the stated interest paid in the accrual
            period bears to the total stated interest remaining to be paid on
            the mortgage loan as of the beginning of the accrual period, or

      o     in the case of a mortgage loan issued with original issue discount,
            in an amount that bears the same ratio to the total remaining market
            discount as the original issue discount accrued in the accrual
            period bears to the total original issue discount remaining at the
            beginning of the accrual period.

      Section 1272(a)(6) of the Internal Revenue Code requires that a prepayment
assumption be used in computing the accrual of original issue discount with
respect to any pool of debt instruments, the yield on which may be affected by
prepayments. Because the mortgage loans will be a pool described in that
section, it appears that the prepayment assumption used, or that would be used,
in calculating the accrual of original issue discount, if any, is also to be
used in calculating the accrual of market discount. However, the precise
application of Section 1272(a)(6) is unclear in some respects. For example, it
is uncertain whether a prepayment assumption will be applied collectively to all
of a taxpayer's investments in pools of debt instruments, or on an
investment-by-investment basis. Similarly, it is not clear whether the assumed
prepayment rate is to be determined at the time of the first sale of the grantor
trust fractional interest certificate, or with respect to any holder, at the
time of that holder's purchase of the grantor trust fractional interest
certificate.

      We recommend that certificateholders consult their own tax advisors
concerning accrual of market discount with respect to grantor trust fractional
interest certificates. Certificateholders should also refer to the related
prospectus supplement to determine whether and in what manner the market
discount will apply to the underlying mortgage loans purchased at a market
discount.

      To the extent that the underlying mortgage loans provide for periodic
payments of stated redemption price, you may be required to include market
discount in income at a rate that is not significantly slower than the rate at
which that discount would be included in income if it were original issue
discount.


                                       160



      Market discount with respect to mortgage loans may be considered to be de
minimis and, if so, will be includible in income under de minimis rules similar
to those described under "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above.

      Further, under the rules described under "--REMICs--Taxation of Owners of
REMIC Regular Certificates--Market Discount" above, any discount that is not
original issue discount and exceeds a de minimis amount may require the deferral
of interest expense deductions attributable to accrued market discount not yet
includible in income, unless an election has been made to report market discount
currently as it accrues. This rule applies without regard to the origination
dates of the underlying mortgage loans.

      Premium. If a certificateholder is treated as acquiring the underlying
mortgage loans at a premium, which is a price in excess of their remaining
stated redemption price, the certificateholder may elect under Section 171 of
the Internal Revenue Code to amortize the portion of that premium allocable to
mortgage loans originated after September 27, 1985 using a constant yield
method. Amortizable premium is treated as an offset to interest income on the
related debt instrument, rather than as a separate interest deduction. However,
premium allocable to mortgage loans originated before September 28, 1985 or to
mortgage loans for which an amortization election is not made, should:

      o     be allocated among the payments of stated redemption price on the
            mortgage loan, and

      o     be allowed as a deduction as those payments are made or, for an
            accrual method certificateholder, due.

      It appears that a prepayment assumption should be used in computing
amortization of premium allowable under Section 171 of the Internal Revenue Code
similar to that described for calculating the accrual of market discount of
grantor trust fractional interest certificates. See "--Market Discount" above.

      Taxation of Owners of Grantor Trust Strip Certificates. The stripped
coupon rules of Section 1286 of the Internal Revenue Code will apply to the
grantor trust strip certificates. Except as described above under "--Taxation of
Owners of Grantor Trust Fractional Interest Certificates--If Stripped Bond Rules
Apply," no regulations or published rulings under Section 1286 of the Internal
Revenue Code have been issued and some uncertainty exists as to how it will be
applied to securities, such as the grantor trust strip certificates.
Accordingly, we recommend that you consult your tax advisors concerning the
method to be used in reporting income or loss with respect to those
certificates.

      The Treasury regulations promulgated under the original discount rules do
not apply to stripped coupons, although they provide general guidance as to how
the original issue discount sections of the Internal Revenue Code will be
applied.

      Under the stripped coupon rules, it appears that original issue discount
will be required to be accrued in each month on the grantor trust strip
certificates based on a constant yield method. In effect, you would include as
interest income in each month an amount equal to the product of your adjusted
basis in the grantor trust strip certificate at the beginning of that month and
the yield of the grantor trust strip certificate to you. This yield would be
calculated based on:


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      o     the price paid for that grantor trust strip certificate by you, and

      o     the projected payments remaining to be made on that grantor trust
            strip certificate at the time of the purchase, plus

      o     an allocable portion of the projected servicing fees and expenses to
            be paid with respect to the underlying mortgage loans.

      See "--Taxation of Owners of Grantor Trust Fractional Interest
Certificates--If Stripped Bond Rules Apply" above.

      As noted above, Section 1272(a)(6) of the Internal Revenue Code requires
that a prepayment assumption be used in computing the accrual of original issue
discount with respect to some categories of debt instruments. The Internal
Revenue Code also requires adjustments be made in the amount and rate of accrual
of that discount when prepayments do not conform to the prepayment assumption.
It appears that those provisions would apply to grantor trust strip
certificates. It is uncertain whether the assumed prepayment rate would be
determined based on:

      o     conditions at the time of the first sale of the grantor trust strip
            certificate or,

      o     with respect to any subsequent holder, at the time of purchase of
            the grantor trust strip certificate by that holder.

      If the method for computing original issue discount under Section
1272(a)(6) results in a negative amount of original issue discount as to any
accrual period with respect to a grantor trust strip certificate, the amount of
original issue discount allocable to that accrual period will be zero. That is,
no current deduction of the negative amount will be allowed to you. You will
instead only be permitted to offset that negative amount against future positive
original issue discount, if any, attributable to that certificate. Although not
free from doubt, it is possible that you may be permitted to deduct a loss to
the extent his or her basis in the certificate exceeds the maximum amount of
payments you could ever receive with respect to that certificate. However, the
loss may be a capital loss, which is limited in its deductibility. The foregoing
considerations are particularly relevant to grantor trust certificates with no,
or disproportionately small, amounts of principal, which can have negative
yields under circumstances that are not default related. See "Risk Factors--The
Investment Performance of Your Offered Certificates Will Depend Upon Payments,
Defaults and Losses on the Underlying Mortgage Loans; and Those Payments,
Defaults and Losses May Be Highly Unpredictable" above.

      The accrual of income on the grantor trust strip certificates will be
significantly slower using a prepayment assumption than if yield is computed
assuming no prepayments. In the absence of statutory or administrative
clarification, we currently expect that information returns or reports to the
IRS and certificateholders will be based on:

      o     the prepayment assumption we will disclose in the related prospectus
            supplement, and

      o     a constant yield computed using a representative initial offering
            price for each class of certificates.

      However, neither we nor any other person will make any representation
that--


                                       162



      o     the mortgage loans in any of our trusts will in fact prepay at a
            rate conforming to the prepayment assumption or at any other rate or

      o     the prepayment assumption will not be challenged by the IRS on
            audit.

      We recommend that prospective purchasers of the grantor trust strip
certificates consult their tax advisors regarding the use of the prepayment
assumption.

      Certificateholders also should bear in mind that the use of a
representative initial offering price will mean that the information returns or
reports, even if otherwise accepted as accurate by the IRS, will in any event be
accurate only as to the initial certificateholders of each series who bought at
that price.

      Sales of Grantor Trust Certificates. Any gain or loss recognized on the
sale or exchange of a grantor trust certificate by an investor who holds that
certificate as a capital asset, will be capital gain or loss, except as
described below in this "--Sales of Grantor Trust Certificates" subsection. The
amount recognized equals the difference between:

      o     the amount realized on the sale or exchange of a grantor trust
            certificate, and

      o     its adjusted basis.

      The adjusted basis of a grantor trust certificate generally will equal:

      o     its cost, increased by

      o     any income reported by the seller, including original issue discount
            and market discount income, and reduced, but not below zero, by

      o     any and all previously reported losses, amortized premium, and
            payments with respect to that grantor trust certificate.

      As of the date of this prospectus, the Internal Revenue Code provides for
lower rates as to long-term capital gains, than those applicable to the
short-term capital gains and ordinary income realized or received by
individuals. No similar rate differential exists for corporations. In addition,
the distinction between a capital gain or loss and ordinary income or loss
remains relevant for other purposes.

      Gain or loss from the sale of a grantor trust certificate may be partially
or wholly ordinary and not capital in some circumstances. Gain attributable to
accrued and unrecognized market discount will be treated as ordinary income.
Gain or loss recognized by banks and other financial institutions subject to
Section 582(c) of the Internal Revenue Code will be treated as ordinary income.

      Furthermore, a portion of any gain that might otherwise be capital gain
may be treated as ordinary income to the extent that the grantor trust
certificate is held as part of a "conversion transaction" within the meaning of
Section 1258 of the Internal Revenue Code. A conversion transaction generally is
one in which the taxpayer has taken two or more positions in the same or similar
property that reduce or eliminate market risk, if substantially all of the
taxpayer's return is attributable to the time value of the taxpayer's net
investment in the transaction. The amount of gain realized in a conversion
transaction that is recharacterized as ordinary income generally


                                       163



will not exceed the amount of interest that would have accrued on the taxpayer's
net investment at 120% of the appropriate applicable Federal rate at the time
the taxpayer enters into the conversion transaction, subject to appropriate
reduction for prior inclusion of interest and other ordinary income items from
the transaction.

      The Internal Revenue Code requires the recognition of gain upon the
constructive sale of an appreciated financial position. A constructive sale of
an appreciated financial position occurs if a taxpayer enters into a transaction
or series of transactions that have the effect of substantially eliminating the
taxpayer's risk of loss and opportunity for gain with respect to the financial
instrument. Debt instruments that--

      o     entitle the holder to a specified principal amount,

      o     pay interest at a fixed or variable rate, and

      o     are not convertible into the stock of the issuer or a related party,

cannot be the subject of a constructive sale for this purpose. Because most
grantor trust certificates meet this exception, this Section will not apply to
most grantor trust certificates. However, some grantor trust certificates have
no, or a disproportionately small amount of, principal and these certificates
can be the subject of a constructive sale.

      Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include the net capital
gain in total net investment income for the relevant taxable year. This election
would be done for purposes of the rule that limits the deduction of interest on
indebtedness incurred to purchase or carry property held for investment to a
taxpayer's net investment income.

      Grantor Trust Reporting. Unless otherwise provided in the related
prospectus supplement, the related tax administrator will furnish or make
readily available through electronic means to each holder of a grantor trust
certificate with each payment a statement setting forth the amount of the
payment allocable to principal on the underlying mortgage loans and to interest
on those loans at the related pass-through rate. In addition, the related tax
administrator will furnish, within a reasonable time after the end of each
calendar year, to each person or entity that was the holder of a grantor trust
certificate at any time during that year, information regarding:

      o     the amount of servicing compensation received by a master servicer
            or special servicer, and

      o     all other customary factual information the reporting party deems
            necessary or desirable to enable holders of the related grantor
            trust certificates to prepare their tax returns.

      The reporting party will furnish comparable information to the IRS as and
when required by law to do so.

      Because the rules for accruing discount and amortizing premium with
respect to grantor trust certificates are uncertain in various respects, there
is no assurance the IRS will agree with the information reports of those items
of income and expense. Moreover, those information reports, even if otherwise
accepted as accurate by the IRS, will in any event be accurate only as to the
initial certificateholders that bought their certificates at the representative
initial offering price used in preparing the reports.


                                       164



      On January 24, 2006, the Service 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, or its designated agent, will be required to calculate
and provide information to requesting persons with respect to the trust fund in
accordance with these new regulations beginning with respect to the 2007
calendar year. The trustee (or its designated agent), or the applicable
middleman (in the case of interests held through a 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.

      Backup Withholding. In general, the rules described under
"--REMICs--Backup Withholding with Respect to REMIC Certificates" above will
also apply to grantor trust certificates.

      Foreign Investors. In general, the discussion with respect to REMIC
regular certificates under "--REMICs--Foreign Investors in REMIC Certificates"
above applies to grantor trust certificates. However, unless we otherwise
specify in the related prospectus supplement, grantor trust certificates will be
eligible for exemption from U.S. withholding tax, subject to the conditions
described in the discussion above, only to the extent the related mortgage loans
were originated after July 18, 1984.

      To the extent that interest on a grantor trust certificate would be exempt
under Sections 871(h)(1) and 881(c) of the Internal Revenue Code from United
States withholding tax, and the certificate is not held in connection with a
certificateholder's trade or business in the United States, the certificate will
not be subject to United States estate taxes in the estate of a nonresident
alien individual.

      Any holder of a certificate that reports any item or items of income,
gain, expense, or loss in respect of a certificate for tax purposes in an amount
that differs from the amount reported for book purposes by more than $10
million, on a gross basis, in any taxable year may be subject to certain
disclosure requirements for "reportable transactions." Prospective investors
should consult their tax advisers concerning any possible tax return disclosure
obligation with respect to the certificates.

                        STATE AND OTHER TAX CONSEQUENCES

      In addition to the federal income tax consequences described in "Federal
Income Tax Consequences," potential investors should consider the state and
local tax consequences concerning the offered certificates. State and local tax
law may differ substantially from the corresponding federal law, and the
discussion above does not purport to describe any aspect of the tax laws of any
state or other jurisdiction. Therefore, we recommend that prospective investors
consult their tax advisors with respect to the various tax consequences of
investments in the offered certificates.


                                       165



                          CERTAIN ERISA CONSIDERATIONS

GENERAL

      The Employee Retirement Income Security Act of 1974, as amended, and the
Internal Revenue Code impose various requirements on--

      o     ERISA Plans, and

      o     persons that are fiduciaries with respect to ERISA Plans,

in connection with the investment of the assets of an ERISA Plan. For purposes
of this discussion, ERISA Plans may include individual retirement accounts and
annuities, Keogh plans and collective investment funds and separate accounts,
including as applicable, insurance company general accounts, in which other
ERISA Plans are invested.

      Governmental plans and, if they have not made an election under Section
410(d) of the Internal Revenue Code, church plans are not subject to ERISA
requirements. Accordingly, assets of those plans may be invested in the offered
certificates without regard to the considerations described below in this
"Certain ERISA Considerations" section, subject to the provisions of other
applicable federal and state law. Any of those plans which is qualified and
exempt from taxation under Sections 401(a) and 501(a) of the Internal Revenue
Code, however, is subject to the prohibited transaction rules in Section 503 of
the Internal Revenue Code.

      ERISA imposes general fiduciary requirements on a fiduciary that is
investing the assets of an ERISA Plan, including--

      o     investment prudence and diversification, and

      o     compliance with the investing ERISA Plan's governing the documents.

      Section 406 of ERISA and Section 4975 of the Internal Revenue Code also
prohibit a broad range of transactions involving the assets of an ERISA Plan and
a Party in Interest with respect to that ERISA Plan, unless a statutory or
administrative exemption exists.

      The types of transactions between ERISA Plans and Parties in Interest that
are prohibited include:

      o     sales, exchanges or leases of property;

      o     loans or other extensions of credit; and

      o     the furnishing of goods and services.

      Parties in Interest that participate in a prohibited transaction may be
subject to an excise tax imposed under Section 4975 of the Internal Revenue Code
or a penalty imposed under Section 502(i) of ERISA, unless a statutory or
administrative exemption is available. In addition, the persons involved in the
prohibited transaction may have to cancel the transaction and pay an amount to
the affected ERISA Plan for any losses realized by that ERISA Plan or profits
realized by those persons. In addition, individual retirement accounts involved
in the prohibited transaction may be disqualified which would result in adverse
tax consequences to the owner of the account.


                                       166



PLAN ASSET REGULATIONS

      An ERISA Plan's investment in offered certificates may cause the
underlying mortgage assets and other assets of the related trust to be deemed
assets of that ERISA Plan. Section 2510.3-101 of the Plan Asset Regulations, as
modified by Section 3(42) of ERISA, provides that when an ERISA Plan acquires an
equity interest in an entity, the assets that ERISA Plan or arrangement include
both that equity interest and an undivided interest in each of the underlying
assets of the entity, unless an exception applies. One exception is that the
equity participation in the entity by benefit plan investors, which include both
ERISA Plans and entities deemed to include plan assets because of investments in
such entities by ERISA Plans, is not significant. The equity participation by
benefit plan investors will be significant on any date if 25% or more of the
value of any class of equity interests in the entity is held by benefit plan
investors. The percentage owned by benefit plan investors is determined by
excluding the investments of the following persons:

            1.    those with discretionary authority or control over the assets
                  of the entity,

            2.    those who provide investment advice directly or indirectly for
                  a fee with respect to the assets of the entity, and

            3.    those who are affiliates of the persons described in the
                  preceding clauses 1. and 2.

      In the case of one of our trusts, investments by us, by the related
trustee, the related master servicer, the related special servicer or any other
party with discretionary authority over the related trust assets, or by the
affiliates of these persons, will be excluded.

      A fiduciary of an investing ERISA Plan is any person who--

      o     has discretionary authority or control over the management or
            disposition of the assets of that ERISA Plan, or

      o     provides investment advice with respect to the assets of that ERISA
            Plan for a fee.

      If the mortgage and other assets included in one of our trusts are ERISA
Plan assets, then any party exercising management or discretionary control
regarding those assets, such as the related trustee, master servicer or special
servicer, or affiliates of any of these parties, may be--

      o     deemed to be a fiduciary with respect to the investing ERISA Plan,
            and

      o     subject to the fiduciary responsibility provisions of ERISA.

In addition, if the mortgage and other assets included in one of our trusts are
ERISA Plan assets, then the operation of that trust may involve prohibited
transactions under ERISA or Section 4975 of the Internal Revenue Code. For
example, if a borrower with respect to a mortgage loan in that trust is a Party
in Interest to an investing ERISA Plan, then the purchase by that ERISA Plan of
offered certificates evidencing interests in that trust, could be a prohibited
loan between that ERISA Plan and the Party in Interest.

      The Plan Asset Regulations provide that where an ERISA Plan purchases a
"guaranteed governmental mortgage pool certificate," the assets of that ERISA
Plan include the certificate but do not include any of the mortgages underlying
the certificate. The Plan Asset Regulations


                                       167



include in the definition of a "guaranteed governmental mortgage pool
certificate" some certificates issued and/or guaranteed by Freddie Mac, Ginnie
Mae, Fannie Mae and Farmer Mac. Accordingly, even if these types of
mortgaged-backed securities were deemed to be assets of an ERISA Plan, the
underlying mortgages would not be treated as assets of that ERISA Plan. Private
label mortgage participations, mortgage pass-through certificates or other
mortgage-backed securities are not "guaranteed governmental mortgage pool
certificates" within the meaning of the Plan Asset Regulations.

      In addition, the acquisition or holding of offered certificates by or on
behalf of an ERISA Plan could give rise to a prohibited transaction if we or the
related trustee, master servicer or special servicer or any related underwriter,
sub-servicer, tax administrator, manager, borrower or obligor under any credit
enhancement mechanism, or one of their affiliates, is or becomes a Party in
Interest with respect to an investing ERISA Plan.

      If you are the fiduciary of an ERISA Plan, you should consult your counsel
and review the ERISA discussion in the related prospectus supplement before
purchasing any offered certificates.

PROHIBITED TRANSACTION EXEMPTIONS

      If you are an ERISA Plan fiduciary, then, in connection with your deciding
whether to purchase any of the offered certificates on behalf of an ERISA Plan,
you should consider the availability of one of the following prohibited
transaction class exemptions issued by the U.S. Department of Labor:

      o     Prohibited Transaction Class Exemption 75-1, which exempts
            particular transactions involving ERISA Plans and broker-dealers,
            reporting dealers and banks;

      o     Prohibited Transaction Class Exemption 90-1, which exempts
            particular transactions between insurance company separate accounts
            and Parties in Interest;

      o     Prohibited Transaction Class Exemption 91-38, which exempts
            particular transactions between bank collective investment funds and
            Parties in Interest;

      o     Prohibited Transaction Class Exemption 84-14, which exempts
            particular transactions effected on behalf of an ERISA Plan by a
            "qualified professional asset manager;"

      o     Prohibited Transaction Class Exemption 95-60, which exempts
            particular transactions between insurance company general accounts
            and Parties in Interest; and

      o     Prohibited Transaction Class Exemption 96-23, which exempts
            particular transactions effected on behalf of an ERISA Plan by an
            "in-house asset manager."

      We cannot provide any assurance that any of these class exemptions will
apply with respect to any particular investment by or on behalf of an ERISA Plan
in any class of offered certificates. Furthermore, even if any of them were
deemed to apply, that particular class exemption may not apply to all
transactions that could occur in connection with the investment. The prospectus
supplement with respect to the offered certificates of any series may contain
additional information regarding the availability of other exemptions, with
respect to those certificates.


                                       168



UNDERWRITER'S EXEMPTION

      It is expected that Greenwich Capital Markets, Inc. will be the sole, lead
or co-lead underwriter in each underwritten offering of certificates made by
this prospectus. The U.S. Department of Labor issued PTE 90-59 to Greenwich
Capital Markets, Inc. Subject to the satisfaction of the conditions specified in
that exemption, PTE 90-59, as amended by PTE 97-34, PTE 2000-58 and PTE 2002-41,
generally exempts from the application of the prohibited transaction provisions
of ERISA and the Internal Revenue Code, various transactions relating to, among
other things--

      o     the servicing and operation of some mortgage assets pools, such as
            the types of mortgage asset pools that will be included in our
            trusts, and

      o     the purchase, sale and holding of some certificates evidencing
            interests in those pools that are underwritten by Greenwich Capital
            Markets, Inc. or any person affiliated with Greenwich Capital
            Markets, Inc., such as particular classes of the offered
            certificates.

      The related prospectus supplement will state whether PTE 90-59 is or may
be available with respect to any offered certificates underwritten by Greenwich
Capital Markets, Inc.

INSURANCE COMPANY GENERAL ACCOUNTS

      The Small Business Job Protection Act of 1996 added a new Section 401(c)
to ERISA, which provides relief from the fiduciary and prohibited transaction
provisions of ERISA and the Internal Revenue Code for transactions involving an
insurance company general account. This exemption is in addition to any
exemption that may be available under prohibited transaction class exemption
95-60 for the purchase and holding of offered certificates by an insurance
company general account.

      Under Section 401(c) of ERISA, the U.S. Department of Labor issued a final
regulation on January 5, 2000, providing guidance for determining, in cases
where insurance policies supported by an insurer's general account are issued to
or for the benefit of an ERISA Plan on or before December 31, 1998, which
general account assets are ERISA Plan assets. That regulation generally provides
that, if the specified requirements are satisfied with respect to insurance
policies issued on or before December 31, 1998, the assets of an insurance
company general account will not be ERISA Plan assets.

      Any assets of an insurance company general account which support insurance
policies issued to an ERISA Plan after December 31, 1998, or issued to an ERISA
Plan on or before December 31, 1998 for which the insurance company does not
comply with the requirements set forth in the final regulation under Section
401(c) of ERISA, may be treated as ERISA Plan assets. In addition, because
Section 401(c) of ERISA and the regulation issued under Section 401(c) of ERISA
do not relate to insurance company separate accounts, separate account assets
are still treated as ERISA Plan assets, invested in the separate account. If you
are an insurance company are contemplating the investment of general account
assets in offered certificates, you should consult your legal counsel as to the
applicability of Section 401(c) of ERISA.


                                       169



CONSULTATION WITH COUNSEL

      If you are a fiduciary for an ERISA Plan and you intend to purchase
offered certificates on behalf of or with assets of that ERISA Plan, you should:

      o     consider your general fiduciary obligations under ERISA, and

      o     consult with your legal counsel as to--

            1.    the potential applicability of ERISA and Section 4975 of the
                  Internal Revenue Code to that investment, and

            2.    the availability of any prohibited transaction exemption in
                  connection with that investment.

TAX EXEMPT INVESTORS

      An ERISA Plan that is exempt from federal income taxation under Section
501 of the Internal Revenue Code will be subject to federal income taxation to
the extent that its income is "unrelated business taxable income" within the
meaning of Section 512 of the Internal Revenue Code. All excess inclusions of a
REMIC allocated to a REMIC residual certificate held by a tax-exempt ERISA Plan
will be considered unrelated business taxable income and will be subject to
federal income tax.

      See "Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC
Residual Certificates--Excess Inclusions" in this prospectus.

                                LEGAL INVESTMENT

      If and to the extent specified in the related prospectus supplement, the
offered certificates of any series may constitute mortgage related securities
for purposes of the Secondary Mortgage Market Enhancement Act of 1984. Mortgage
related securities are legal investments for entities--

      o     that are created or existing under the laws of the United States or
            any state, including the District of Columbia and Puerto Rico, and

      o     whose authorized investments are subject to state regulations,

to the same extent that, under applicable law, obligations issued by or
guaranteed as to principal and interest by the United States or any of its
agencies or instrumentalities are legal investments for those entities.

      Prior to December 31, 1996, classes of offered certificates would be
mortgage related securities for purposes of SMMEA only if they:

      o     were rated in one of the two highest rating categories by at least
            one nationally recognized statistical rating organization; and

      o     evidenced interests in a trust consisting of loans directly secured
            by a first lien on a single parcel of real estate upon which is
            located a dwelling or mixed residential and


                                       170



            commercial structure, which loans had been originated by the types
            of originators specified in SMMEA.

      Further, under SMMEA as originally enacted, if a state enacted legislation
on or before October 3, 1991 that specifically limited the legal investment
authority of any entities referred to in the preceding paragraph with respect to
mortgage related securities under that definition, offered certificates would
constitute legal investments for entities subject to the legislation only to the
extent provided in that legislation.

      Effective December 31, 1996, the definition of "mortgage related
securities" was modified to include among the types of loans to which the
securities may relate, loans secured by "one or more parcels of real estate upon
which is located one or more commercial structures." In addition, the related
legislative history states that this expanded definition includes multifamily
loans secured by more than one parcel of real estate upon which is located more
than one structure. Through September 23, 2001, any state could have enacted
legislation limiting the extent to which mortgage related securities under this
expanded definition would constitute legal investments under that state's laws.

      SMMEA also amended the legal investment authority of federally chartered
depository institutions as follows:

      o     federal savings and loan associations and federal savings banks may
            invest in, sell or otherwise deal in mortgage related securities
            without limitation as to the percentage of their assets represented
            by those securities;

      o     federal credit unions may invest in mortgage related securities; and

      o     national banks may purchase mortgage related securities for their
            own account without regard to the limitations generally applicable
            to investment securities prescribed in 12 U.S.C. ss. 24 (Seventh),

subject in each case to regulations that the applicable federal regulatory
authority may prescribe.

      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 general
standards in 12 C.F.R. ss. 1.5 concerning "safety and soundness" and retention
of credit information, "Type IV securities," which are defined in 12 C.F.R. ss.
1.2(m) to include some commercial mortgage-related securities and residential
mortgage-related securities. As defined, "commercial mortgage-related security"
and "residential mortgage-related security" mean, in relevant part, a mortgage
related security within the meaning of SMMEA, provided that, in the case of a
commercial mortgage-related security, it "represents ownership of a promissory
note or certificate of interest or participation that is directly secured by a
first lien on one or more parcels of real estate upon which one or more
commercial structures are located and that is fully secured by interests in a
pool of loans to numerous obligors." In the absence of any rule or
administrative interpretation by the OCC defining the term "numerous obligors,"
we make no representation as to whether any class of offered certificates will
qualify as commercial mortgage-related securities, and thus as Type IV
securities, for investment by national banks.


                                       171



      The NCUA has adopted rules, codified at 12 C.F.R. Part 703, which permit
federal credit unions to invest in mortgage related securities under limited
circumstances, other than stripped mortgage related securities, residual
interests in mortgage related securities and commercial mortgage related
securities, unless the credit union has obtained written approval from the NCUA
to participate in the investment pilot program described in 12 C.F.R. ss.
703.140.

      The OTS has issued Thrift Bulletin 13a (December 1, 1998), "Management of
Interest Rate Risk, Investment Securities, and Derivatives Activities," which
thrift institutions subject to the jurisdiction of the OTS should consider
before investing in any of the offered certificates.

      All depository institutions considering an investment in the offered
certificates should review the "Supervisory Policy Statement on Investment
Securities and End-User Derivatives Activities" of the Federal Financial
Institutions Examination Council, which has been adopted by the Board of
Governors of the Federal Reserve System, the FDIC, the OCC and the OTS effective
May 26, 1998, and by the NCUA effective October 1, 1998. That statement sets
forth general guidelines which depository institutions must follow in managing
risks, including market, credit, liquidity, operational (transaction), and legal
risks, applicable to all securities, including mortgage pass-through securities
and mortgage-derivative products used for investment purposes.

      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 offered
certificates issued in book-entry form, provisions which may restrict or
prohibit investments in securities which are issued in book-entry form.

      There may be other restrictions on your ability either to purchase one or
more classes of offered certificates of any series or to purchase offered
certificates representing more than a specified percentage of your assets.
Except as to the status of some classes of offered certificates as mortgage
related securities, we make no representations as to the proper characterization
of any class of offered certificates for legal investment, financial institution
regulatory or other purposes. Also, we make no representations as to the ability
of particular investors to purchase any class of offered certificates under
applicable legal investment restrictions. These uncertainties and any
unfavorable future determinations concerning legal investment or financial
institution regulatory characteristics of the offered certificates may adversely
affect the liquidity of any class of offered certificates. Accordingly, if your
investment activities are subject to legal investment laws and regulations,
regulatory capital requirements or review by regulatory authorities, you should
consult with your legal advisor in determining whether and to what extent--

      o     the offered certificates of any class and series constitute legal
            investments or are subject to investment, capital or other
            restrictions; and

      o     SMMEA has been overridden in any State relevant to you.


                                       172



                                 USE OF PROCEEDS

      Unless otherwise specified in the related prospectus supplement, the net
proceeds to be received from the sale of the offered certificates of any series
will be applied by us to the purchase of assets for the related trust or will be
used by us to cover expenses related to that purchase and the issuance of those
certificates. We expect to sell the offered certificates from time to time, but
the timing and amount of offerings of those certificates will depend on a number
of factors, including the volume of mortgage assets acquired by us, prevailing
interest rates, availability of funds and general market conditions.

                             METHOD OF DISTRIBUTION

      The certificates offered by this prospectus and the related prospectus
supplements will be offered in series through one or more of the methods
described in the next paragraph. The prospectus supplement prepared for the
offered certificates of each series will describe the method of offering being
utilized for those certificates and will state the net proceeds to us from the
sale of those certificates.

      We intend that offered certificates will be offered through the following
methods from time to time. We further intend that offerings may be made
concurrently through more than one of these methods or that an offering of the
offered certificates of a particular series may be made through a combination of
two or more of these methods. The methods are as follows:

            1.    by negotiated firm commitment or best efforts underwriting and
                  public offering by one or more underwriters specified in the
                  related prospectus supplement;

            2.    by placements by us with institutional investors through
                  dealers; and

            3.    by direct placements by us with institutional investors.

      In addition, if specified in the related prospectus supplement, the
offered certificates of a series may be offered in whole or in part to the
seller of the mortgage assets that would back those certificates. Furthermore,
the related trust assets for any series of offered certificates may include
other securities, the offering of which was registered under the registration
statement of which this prospectus is a part.

      If underwriters are used in a sale of any offered certificates, other than
in connection with an underwriting on a best efforts basis, the offered
certificates will be acquired by the underwriters for their own account. These
certificates may be resold from time to time in one or more transactions,
including negotiated transactions, at fixed public offering prices or at varying
prices to be determined at the time of sale or at the time of commitment
therefor. The managing underwriter or underwriters with respect to the offer and
sale of offered certificates of a particular series will be described on the
cover of the prospectus supplement relating to the series and the members of the
underwriting syndicate, if any, will be named in the relevant prospectus
supplement.

      Underwriters may receive compensation from us or from purchasers of the
offered certificates in the form of discounts, concessions or commissions.
Underwriters and dealers participating in the payment of the offered
certificates may be deemed to be underwriters in


                                       173



connection with those certificates. In addition, any discounts or commissions
received by them from us and any profit on the resale of those offered
certificates by them may be deemed to be underwriting discounts and commissions
under the Securities Act of 1933, as amended.

      It is anticipated that the underwriting agreement pertaining to the sale
of the offered certificates of any series will provide that--

      o     the obligations of the underwriters will be subject to various
            conditions precedent,

      o     the underwriters will be obligated to purchase all the certificates
            if any are purchased, other than in connection with an underwriting
            on a best efforts basis, and

      o     in limited circumstances, we will indemnify the several underwriters
            and the underwriters will indemnify us against civil liabilities
            relating to disclosure in our registration statement, this
            prospectus or any of the related prospectus supplements, including
            liabilities under the Securities Act of 1933, as amended, or will
            contribute to payments required to be made with respect to any
            liabilities.

      The prospectus supplement with respect to any series offered by placements
through dealers will contain information regarding the nature of the offering
and any agreements to be entered into between us and purchasers of offered
certificates of that series.

      We anticipate that the offered certificates will be sold primarily to
institutional investors. Purchasers of offered certificates, including dealers,
may, depending on the facts and circumstances of the purchases, be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended, in
connection with reoffers and sales by them of offered certificates. Holders of
offered certificates should consult with their legal advisors in this regard
prior to any reoffer or sale.

                                  LEGAL MATTERS

      Unless otherwise specified in the related prospectus supplement,
particular legal matters in connection with the certificates of each series,
including some federal income tax consequences, will be passed upon for us by
Cadwalader, Wickersham & Taft LLP.

                                     RATING

      It is a condition to the issuance of any class of offered certificates
that, at the time of issuance, at least one nationally recognized statistical
rating organization has rated those certificates in one of its generic rating
categories which signifies investment grade. Typically, the four highest rating
categories, within which there may be sub-categories or gradations indicating
relative standing, signify investment grade.

      Ratings on mortgage pass-through certificates address the likelihood of
receipt by the holders of all payments of interest and/or principal to which
they are entitled. These ratings address the structural, legal and
issuer-related aspects associated with the certificates, the nature of the
underlying mortgage assets and the credit quality of any third-party credit
enhancer. The rating(s) on a class of offered certificates will not represent
any assessment of--


                                       174



      o     whether the price paid for those certificates is fair;

      o     whether those certificates are a suitable investment for any
            particular investor;

      o     the tax attributes of those certificates or of the related trust;

      o     the yield to maturity or, if they have principal balances, the
            average life of those certificates;

      o     the likelihood or frequency of prepayments of principal on the
            underlying mortgage loans;

      o     the degree to which the amount or frequency of prepayments on the
            underlying mortgage loans might differ from those originally
            anticipated;

      o     whether or to what extent the interest payable on those certificates
            may be reduced in connection with interest shortfalls resulting from
            the timing of voluntary prepayments;

      o     the likelihood that any amounts other than interest at the related
            mortgage interest rates and principal will be received with respect
            to the underlying mortgage loans; or

      o     if those certificates provide solely or primarily for payments of
            interest, whether the holders, despite receiving all payments of
            interest to which they are entitled, would ultimately recover their
            initial investments in those certificates.

      A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating.

                                    GLOSSARY

      The following capitalized terms will have the respective meanings assigned
to them in this "Glossary" section whenever they are used in this prospectus.

      "ADA" means the Americans with Disabilities Act of 1990, as amended.

      "CERCLA" means the federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

      "Committee Report" means the Conference Committee Report accompanying the
Tax Reform Act of 1986.

      "CPR" means an assumed constant rate of prepayment each month, which is
expressed on a per annum basis, relative to the then outstanding principal
balance of a pool of mortgage loans for the life of those loans.

      "Disqualified Organization" means:

      o     the United States,

      o     any State or political subdivision of the United States,

      o     any foreign government,


                                       175



      o     any international organization,

      o     any agency or instrumentality of the foregoing, except for
            instrumentalities described in Section 168(h)(2)(D) of the Internal
            Revenue Code or the Freddie Mac,

      o     any organization, other than a cooperative described in Section 521
            of the Internal Revenue Code, that is exempt from federal income
            tax, except if it is subject to the tax imposed by Section 511 of
            the Internal Revenue Code, or

      o     any organization described in Section 1381(a)(2)(C) of the Internal
            Revenue Code.

      "Electing Large Partnership" means any partnership having more than 100
members during the preceding tax year which elects to apply simplified reporting
provisions under the Internal Revenue Code, except for some service partnerships
and commodity pools.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

      "ERISA Plan" means any employee benefit plan, or other retirement plan,
arrangement or account, that is subject to the fiduciary responsibility
provisions of the Employee Retirement Income Security Act of 1974, as amended,
or Section 4975 of the Internal Revenue Code.

      "Euroclear Operator" means Euroclear Bank, S.A./N.V., as operator of the
Euroclear System, or any successor entity.

      "Euroclear Terms and Conditions" means the Terms and Conditions Governing
Use of Euroclear and the related Operating Procedures of the Euroclear System
and, to the extent that it applies to the operation of the Euroclear System,
Belgian law.

      "Fannie Mae" means the Federal National Mortgage Association.

      "Farmer Mac" means the Federal Agricultural Mortgage Corporation.

      "FDIC" means the Federal Deposit Insurance Corporation.

      "Financial Intermediary" means a brokerage firm, bank, thrift institution
or other financial intermediary that maintains an account of a beneficial owner
of securities.

      "Freddie Mac" means the Federal Home Loan Mortgage Association.

      "Ginnie Mae" means the Government National Mortgage Association.

      "Governing Document" means the pooling and servicing agreement or other
similar agreement or collection of agreements, which governs the issuance of a
series of offered certificates.

      "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended.

      "IRS" means the Internal Revenue Service.


                                       176



      "Lender Liability Act" means the Asset Conservation Lender Liability and
Deposit Insurance Act of 1996, as amended.

      "NCUA" means the National Credit Union Administration.

      "Net Income From Foreclosure Property" means income from foreclosure
property other than qualifying rents and other qualifying income for a REIT.

      "OCC" means the Office of the Comptroller of the Currency.

      "OTS" means the Office of Thrift Supervision.

      "Party in Interest" means any person that is a "party in interest" within
the meaning of ERISA or a "disqualified person" within the meaning of Section
4975 of the Internal Revenue Code.

      "Pass-Through Entity" means any:

      o     regulated investment company,

      o     real estate investment trust,

      o     trust,

      o     partnership, or

      o     other entities described in Section 860E(e)(6) of the Internal
            Revenue Code.

      "Plan Asset Regulations" means the regulations of the U.S. Department of
Labor promulgated under ERISA.

      "PTE" means a Prohibited Transaction Exemption issued by the U.S.
Department of Labor.

      "REIT" means a real estate investment trust within the meaning of Section
856(a) of the Internal Revenue Code.

      "Relief Act" means the Servicemembers Civil Relief Act, as amended.

      "REMIC" means a real estate mortgage investment conduit, within the
meaning of, and formed in accordance with, the Tax Reform Act of 1986 and
Sections 860A through 860G of the Internal Revenue Code.

      "SEC" means the Securities and Exchange Commission.

      "SMMEA" means the Secondary Mortgage Market Enhancement Act of 1984, as
amended.

      "SPA" means standard prepayment assumption.

      "UCC" means, for any jurisdiction, the Uniform Commercial Code as in
effect in that jurisdiction.


                                       177



      "U.S. Person" means:

      o     a citizen or resident of the United States;

      o     a corporation, partnership or other entity created or organized in,
            or under the laws of, the United States, any state or the District
            of Columbia;

      o     an estate whose income from sources without the United States is
            includible in gross income for United States federal income tax
            purposes regardless of its connection with the conduct of a trade or
            business within the United States; or

      o     a trust as to which--

            1.    a court in the United States is able to exercise primary
                  supervision over the administration of the trust, and

            2.    one or more United States persons have the authority to
                  control all substantial decisions of the trust.

      In addition, to the extent provided in the Treasury Regulations, a trust
will be a U.S. Person if it was in existence on August 20, 1996 and it elected
to be treated as a U.S. Person.


                                       178



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The attached diskette contains one spreadsheet file that can be put on a
user-specified hard drive or network drive. This spreadsheet file is "GCCFC
2007-GG9-Annex-A, A-2, A-3, A-4.XLS" and is a Microsoft Excel 97(1) spreadsheet.
The file provides, in electronic format, some of the statistical information
that appears under the caption "Description of the Mortgage Pool" in, and on
Annex A and Annex B to, this prospectus supplement. Capitalized terms used, but
not otherwise defined, in the spreadsheet file will have the respective meanings
assigned to them in this prospectus supplement. All the information contained in
the spreadsheet file is subject to the same limitations and qualifications
contained in this prospectus supplement. Prospective investors are strongly
urged to read this prospectus supplement and the accompanying prospectus in its
entirety prior to accessing the spreadsheet file.

_________________

(1)   Microsoft Excel is a registered trademark of Microsoft Corporation.




================================================================================

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS FREE WRITING PROSPECTUS AND THE ATTACHED PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION.

WE ARE NOT OFFERING THESE CERTIFICATES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED.

                                TABLE OF CONTENTS

                             FREE WRITING PROSPECTUS

IMPORTANT NOTICE ABOUT THE OFFERED CERTIFICATES .............................S-5
IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS ......S-5
IMPORTANT NOTICE ABOUT THE INFORMATION  CONTAINED IN THIS
   FREE WRITING PROSPECTUS ..................................................S-5
EUROPEAN ECONOMIC AREA ......................................................S-6
UNITED KINGDOM ..............................................................S-6
NOTICE TO UNITED KINGDOM INVESTORS ..........................................S-7
SELLING LEGENDS FOR HONG KONG, JAPAN AND SINGAPORE ..........................S-7
SUMMARY OF PROSPECTUS SUPPLEMENT ............................................S-9
RISK FACTORS ...............................................................S-47
CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT .......................S-75
FORWARD-LOOKING STATEMENTS .................................................S-76
THE SPONSORS, MORTGAGE LOAN SELLERS AND ORIGINATORS ........................S-76
THE DEPOSITOR ..............................................................S-83
THE ISSUING ENTITY .........................................................S-84
THE SERVICERS ..............................................................S-84
THE TRUSTEE ................................................................S-90
DESCRIPTION OF THE MORTGAGE POOL ...........................................S-94
SERVICING UNDER THE POOLING AND SERVICING AGREEMENT .......................S-135
DESCRIPTION OF THE OFFERED CERTIFICATES ...................................S-167
YIELD AND MATURITY CONSIDERATIONS .........................................S-192
LEGAL PROCEEDINGS .........................................................S-197
USE OF PROCEEDS ...........................................................S-197
CERTAIN LEGAL ASPECTS .....................................................S-197
FEDERAL INCOME TAX CONSEQUENCES ...........................................S-199
CERTAIN ERISA CONSIDERATIONS ..............................................S-201
LEGAL INVESTMENT ..........................................................S-204
LEGAL MATTERS .............................................................S-205
RATINGS ...................................................................S-205
GLOSSARY ..................................................................S-207
ANNEX A-Certain Characteristics of the Underlying Mortgage Loans ............A-1
ANNEX B-Structural and Collateral Term Sheet ................................B-1
ANNEX C-Mortgage Pool Characteristics .......................................C-1
ANNEX D-Decrement Tables ....................................................D-1
ANNEX E-Form of Payment Date Statement ......................................E-1
ANNEX F-Terms of the Class XP Certificates ..................................F-1
ANNEX G-Class A-AB Planned Principal Balance ................................G-1
ANNEX H-Global Clearance, Settlement and Tax Documentation Procedures .......H-1

                        PROSPECTUS

Important Notice About the Information Presented in this Prospectus .........iii
Available Information; Incorporation by Reference ...........................iii
Summary of Prospectus .........................................................1
Risk Factors .................................................................14
Capitalized Terms Used in this Prospectus ....................................38
Description of the Trust Assets ..............................................39
Yield and Maturity Considerations ............................................69
Greenwich Capital Commercial Funding Corp. ...................................76
The Sponsor ..................................................................77
Description of the Certificates ..............................................81
Description of the Governing Documents .......................................94
Description of Credit Support ...............................................105
Legal Aspects of Mortgage Loans .............................................108
Federal Income Tax Consequences .............................................123
State and Other Tax Consequences ............................................165
Certain ERISA Considerations ................................................166
Legal Investment ............................................................170
Use of Proceeds .............................................................173
Method of Distribution ......................................................173
Legal Matters ...............................................................174
Rating ......................................................................174
Glossary ....................................................................175

                                 $6,107,389,000
                                  (APPROXIMATE)


                          GREENWICH CAPITAL COMMERCIAL
                                  FUNDING CORP.
                                 (as Depositor)


                       COMMERCIAL MORTGAGE TRUST 2007-GG9
                               (as Issuing Entity)


                        COMMERCIAL MORTGAGE PASS-THROUGH
                          CERTIFICATES, SERIES 2007-GG9
                  CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-AB,
                  CLASS A-4, CLASS A-1-A, CLASS A-M, CLASS A-J,
                     CLASS B, CLASS C, CLASS D, CLASS E AND
                                     CLASS F


                        ---------------------------------
                             FREE WRITING PROSPECTUS
                        ---------------------------------


                              GOLDMAN, SACHS & CO.


                          [LOGO] RBS GREENWICH CAPITAL

                         Banc of America Securities LLC
                                  Credit Suisse
                                 Morgan Stanley
                               Wachovia Securities


                                 FEBRUARY  , 2007

================================================================================