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Banc of America Commercial Mortgage Inc., Series 2007-5 – ‘424B5’ on 12/21/07

On:  Friday, 12/21/07, at 1:50pm ET   ·   Accession #:  950136-7-8500   ·   File #:  333-130755-10

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/21/07  Banc of America Com’l Mtg… 2007-5 424B5                  1:11M                                    Capital Systems 01/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Prospectus                                          HTML   7.11M 

Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-130755

Prospectus Supplement (to accompany Prospectus dated December 20, 2007)

$1,626,271,000 (Approximate)
Banc of America Commercial Mortgage Inc.
Depositor
Bank of America, National Association
Sponsor and Master Servicer
Banc of America Commercial Mortgage Trust 2007-5
Issuing Entity
Commercial Mortgage Pass-Through Certificates, Series 2007-5

The Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-5 will consist of the following classes:

	•	senior certificates consisting of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A and Class XW Certificates;

	•	junior certificates consisting of the Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class S Certificates;

	•	the Class V Certificates representing the right to receive payments of excess interest received with respect to the mortgage loans with an anticipated repayment date; and

	•	the residual certificates consisting of the Class R-I and Class R-II Certificates.

Only the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-1A, Class A-M and Class A-J Certificates are offered hereby.

Distributions on the offered certificates will occur monthly, commencing in January of 2008, as and to the extent of available funds as described in this prospectus supplement. The mortgage loans constitute the sole source of repayment on the certificates.

The trust’s assets will consist primarily of 100 mortgage loans and other property described in this prospectus supplement and the accompanying prospectus. The mortgage loans are secured by first liens on commercial and multifamily properties. This prospectus supplement more fully describes the offered certificates, as well as the characteristics of the mortgage loans and the related mortgaged properties.

The only credit support for any class of offered certificates will be provided by the subordination of the class(es), if any, that have a lower payment priority.

Certain characteristics of the offered certificates include:

Class

Certificate Balance as of Delivery Date(1)

Approximate Initial Pass-Through Rate as of Delivery Date

Anticipated Ratings Fitch/S&P(2)

Assumed Final Distribution Date(3)

Rated Final Distribution Date(3)

Class A-1(4)

$

25,000,000

5.1750%

AAA/AAA

June 10, 2012

February 10, 2051

Class A-2(4)

$

77,000,000

5.4340%

AAA/AAA

December 10, 2012

February 10, 2051

Class A-3(4)

$

281,000,000

5.6200%

AAA/AAA

October 10, 2014

February 10, 2051

Class A-SB(4)

$

48,322,000

5.5870%

AAA/AAA

January 10, 2017

February 10, 2051

Class A-4(4)

$

612,000,000

5.4920%

AAA/AAA

October 10, 2017

February 10, 2051

Class A-1A(4)

$

257,694,000

5.3610%

AAA/AAA

October 10, 2017

February 10, 2051

Class A-M

$

185,850,000

5.7720%(6)

AAA/AAA

October 10, 2017

February 10, 2051

Class A-J

$

139,405,000

6.2029%(7)

AAA/AAA

December 10, 2017

February 10, 2051

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these offered securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

With respect to the offered certificates, Banc of America Securities LLC is acting as lead manager and sole bookrunner. Banc of America Securities LLC and Greenwich Capital Markets, Inc. will purchase the offered certificates from Banc of America Commercial Mortgage Inc. and will offer them to the public at negotiated prices determined at the time of sale. The underwriters expect to deliver the offered certificates to purchasers on or about December 28, 2007. Banc of America Commercial Mortgage Inc. expects to receive from this offering approximately 100.32% of the initial principal amount of the offered certificates, plus accrued interest from December 1, 2007 before deducting expenses payable by Banc of America Commercial Mortgage Inc.

Banc of America Securities LLC

RBS Greenwich Capital

December 20, 2007

Note regarding pie chart and map on opposite page: numbers may not total to 100% due to rounding.

For more information

Banc of America Commercial Mortgage Inc. has filed with the SEC additional registration materials relating to the certificates. You may read and copy any of these materials at the SEC’s Public Reference Room at the following location:

•	SEC Public Reference Section 100 F Street, N.E. Washington, D.C. 20549

You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information that has been filed electronically with the SEC. The Internet address is http://www.sec.gov.

You may also contact Banc of America Commercial Mortgage Inc. in writing at 214 North Tryon Street, Charlotte, North Carolina 28255, or by telephone at (704) 386-8509.

See also the sections captioned ‘‘Available Information’’ and ‘‘Incorporation of Certain Information by Reference’’ appearing at the end of the accompanying prospectus.

The file number of the registration statement to which this prospectus supplement relates is 333-130755.

TABLE OF CONTENTS

IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES			S-7
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS			S-7
EUROPEAN ECONOMIC AREA			S-9
UNITED KINGDOM			S-9
NOTICE TO UNITED KINGDOM INVESTORS			S-9
EXECUTIVE SUMMARY			S-10
SUMMARY OF PROSPECTUS SUPPLEMENT			S-13
RISK FACTORS			S-33
Risks Related to the Certificates			S-33
Your Lack of Control Over the Trust Fund Can Create Risk			S-33
Transaction Party Roles and Relationships Create Potential Conflicts of Interest			S-33
The Prospective Performance of the Commercial and Multifamily Mortgage Loans Included in a Particular Trust Fund Should Be Evaluated Separately from the Performance of the Mortgage Loans in any of our Other Trusts			S-36
Prepayments of the Underlying Mortgage Loans Will Affect the Average Life of Your Certificates and Your Yield			S-37
The Borrower’s Form of Entity May Cause Special Risks			S-37
Subordination of Certain Classes of Certificates May Result in a Loss to Holders of Those Certificates			S-38
Subordination of Subordinate Certificates Increases Risk of Loss			S-38
Modeling Assumptions Are Unlikely to Match Actual Experience			S-39
Decrement and Sensitivity Tables Are Based Upon Assumptions and Models			S-39
Book-Entry System for Certificates May Decrease Liquidity and Delay Payment			S-40
Risks Related to the Mortgage Loans			S-41
Balloon Loans May Present Greater Risk than Fully Amortizing Loans			S-41
Particular Property Types Present Special Risks			S-42
Other Property Types—Medical Office Properties			S-42
Other Property Types—Health Club Properties			S-43
Additional Financing May Make Recovery Difficult in the Event of Loss			S-43
Material Adverse Environmental Conditions Will Subject the Trust Fund to Potential Liability			S-46
The Benefits Provided by Cross-Collateralization May Be Limited			S-49
Mortgage Loans to Related Borrowers and Concentrations of Related Tenants May Result in More Severe Losses on Your Certificates			S-50
The Geographic Concentration of Mortgaged Properties May Adversely Affect Payment on Your Certificates			S-52
Certain State-Specific Considerations—California			S-53
Mortgage Loans with Higher Than Average Principal Balances May Create More Risk of Loss			S-54
Increased Concentrations Resulting from Principal Payments on the Mortgage Loans May Expose Your Certificates to Risk			S-54
Prepayment Premiums and Yield Maintenance Charges Present Special Risks			S-54
The Absence of Lockboxes Entails Risks That Could Adversely Affect Payments on Your Certificates			S-57

S-3

Risks Related to Construction, Redevelopment, Renovation and Repairs at Mortgaged Properties			S-57
Leasehold Interests Are Subject to Terms of the Ground Lease			S-58
Condominium Ownership May Limit Use and Improvements			S-58
Information Regarding the Mortgage Loans Is Limited			S-58
Borrower Bankruptcies or Litigation May Affect Timing or Payment on Your Certificates			S-59
Reliance on a Single Tenant or a Small Group of Tenants May Increase the Risk of Loss			S-60
Certain Additional Risks Relating to Tenants			S-60
Tenancies in Common May Hinder or Delay Recovery			S-61
Affiliations with a Franchise or Hotel Management Company Present Certain Risks			S-61
Property Insurance May Not Protect Your Certificates from Loss in the Event of Casualty or Loss			S-61
Mortgage Loan Seller May Not Be Able to Make a Required Repurchase or Substitution of a Defective Mortgage Loan			S-66
Risks Relating to Costs of Compliance with Applicable Laws and Regulations			S-67
No Mortgage Loan Included in the Trust Fund Has Been Re-Underwritten			S-67
DESCRIPTION OF THE MORTGAGE POOL			S-68
General			S-68
Certain Terms and Conditions of the Mortgage Loans			S-71
Due Dates			S-71
Mortgage Rates; Calculations of Interest			S-71
Hyperamortization			S-71
Amortization of Principal			S-71
Prepayment Provisions			S-72
Defeasance			S-73
Additional Prepayment Provisions			S-73
Release or Substitution of Properties			S-73
Performance Escrows and Letters of Credit			S-74
‘‘Due-on-Sale’’ and ‘‘Due-on-Encumbrance’’ Provisions			S-75
Sawgrass Mills Whole Loan			S-76
Arundel Mills Pari Passu Whole Loan			S-81
Smith Barney Building A/B Whole Loan			S-83
Green Oak Village Place A/B Whole Loan			S-84
West Hartford Portfolio A/B Whole Loan			S-86
CVS Portfolio Louisiana Pari Passu Whole Loan			S-87
CVS Portfolio Texas Pari Passu Whole Loan			S-89
CVS – Gulfport Pari Passu Whole Loan			S-91
Ten Largest Mortgage Loans			S-93
Additional Mortgage Loan Information			S-94
General			S-94
Delinquencies			S-94
Tenant Matters			S-94
Ground Leases and Other Non-Fee Interests			S-94
Lender/Borrower Relationships			S-94
Additional Financing			S-94
Certain Underwriting Matters			S-98
Environmental Assessments			S-98
General			S-98
Property Condition Assessments			S-100
Appraisals and Market Studies			S-100
Zoning and Building Code Compliance			S-100
Hazard, Liability and Other Insurance			S-101
Changes in Mortgage Pool Characteristics			S-102
Assignment of the Mortgage Loans; Repurchases and Substitutions			S-102

S-4

Representations and Warranties; Repurchases and Substitutions			S-105
Mortgage Loans			S-105
The Sponsor			S-107
Bank of America, National Association			S-107
OTHER ORIGINATOR (OTHER THAN THE SPONSOR)			S-108
Bridger Commercial Funding LLC			S-108
THE DEPOSITOR			S-108
THE ISSUING ENTITY			S-108
THE TRUSTEE			S-109
THE CERTIFICATE ADMINISTRATOR AND REMIC ADMINISTRATOR			S-110
THE SERVICERS			S-111
The Master Servicer			S-111
The Special Servicer			S-111
Other Significant Servicer			S-112
COMPENSATION AND EXPENSES			S-113
SERVICING OF THE MORTGAGE LOANS			S-120
General			S-120
Modifications, Waivers, Amendments and Consents			S-123
Asset Status Reports			S-126
Defaulted Mortgage Loans; Purchase Option			S-127
REO Properties			S-130
Inspections; Collection of Operating Information			S-130
Termination of the Special Servicer			S-131
DESCRIPTION OF THE CERTIFICATES			S-132
General			S-132
Registration and Denominations			S-132
Certificate Balances and Notional Amount			S-133
Pass-Through Rates			S-134
Distributions			S-135
General			S-135
The Available Distribution Amount			S-135
Application of the Available Distribution Amount			S-135
Excess Liquidation Proceeds			S-142
Distributable Certificate Interest			S-142
Principal Distribution Amount			S-142
Class A-SB Planned Principal Balance			S-143
Excess Interest			S-143
Distributions of Prepayment Premiums			S-143
Treatment of REO Properties			S-144
Credit Support; Allocation of Losses and Certain Expenses			S-145
Excess Interest Distribution Account			S-146
Interest Reserve Account			S-146
P&I Advances			S-146
Nonrecoverable Advances			S-147
Appraisal Reductions			S-150
Reports to Certificateholders; Certain Available Information			S-152
Certificate Administrator Reports			S-152
Servicer Reports			S-154
Other Information			S-155
Voting Rights			S-156
Termination; Retirement of Certificates			S-156
YIELD AND MATURITY CONSIDERATIONS			S-158
Yield Considerations			S-158
General			S-158
Rate and Timing of Principal Payments			S-158
Losses and Shortfalls			S-159
Certain Relevant Factors			S-160
Weighted Average Lives			S-160
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS			S-166

S-5

General			S-166
10% or Greater State Concentrations			S-166
CERTAIN FEDERAL INCOME TAX CONSEQUENCES			S-167
General			S-167
Discount and Premium; Prepayment Premiums			S-167
Characterization of Investments in Offered Certificates			S-168
Possible Taxes on Income from Foreclosure Property			S-168
Reporting and Other Administrative Matters			S-168
CERTAIN ERISA CONSIDERATIONS			S-170
LEGAL INVESTMENT			S-173
USE OF PROCEEDS			S-173
METHOD OF DISTRIBUTION			S-173
LEGAL MATTERS			S-174
RATINGS			S-174
GLOSSARY OF PRINCIPAL DEFINITIONS			S-176
ANNEX A CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS			A-1
ANNEX B CAPITAL IMPROVEMENT, REPLACEMENT RESERVE AND ESCROW ACCOUNTS; MULTIFAMILY/MANUFACTURED HOUSING SCHEDULE			B-1
ANNEX C DESCRIPTIONS OF THE TEN LARGEST MORTGAGE LOANS			C-1
ANNEX D CLASS A-SB PLANNED PRINCIPAL BALANCE TABLE			D-1
ANNEX E AMORTIZATION SCHEDULE OF THE GREEN OAK VILLAGE PLACE MORTGAGE LOAN			E-1
ANNEX F AMORTIZATION SCHEDULE OF THE 1093 BROADWAY MORTGAGE LOAN			F-1

S-6

IMPORTANT NOTICE REGARDING 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 of this securitization. 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 prospectus supplement. 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 prospectus supplement 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 ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

Information about the offered certificates is contained in two separate documents that progressively provide more detail: (a) the accompanying prospectus, which provides general information, some of which may not apply to the offered certificates; and (b) this prospectus supplement, which describes the specific terms of the offered certificates. If the terms of the offered certificates vary between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.

This prospectus supplement begins with several introductory sections describing the Series 2007-5 Certificates and the trust in abbreviated form:

Executive Summary, which begins on page S-10 of this prospectus supplement and shows certain characteristics of the offered certificates in tabular form;

Summary of Prospectus Supplement, which begins on page S-13 of this prospectus supplement and gives a brief introduction of the key features of the Series 2007-5 Certificates and a description of the mortgage loans; and

Risk Factors, which begins on page S-33 of this prospectus supplement and describes risks that apply to the offered certificates, which are in addition to those described in the accompanying prospectus with respect to the securities issued by the trust generally.

S-7

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

Certain capitalized terms are defined and used in this prospectus supplement and the accompanying prospectus to assist you in understanding the terms of the offered certificates and this offering. The capitalized terms used in this prospectus supplement are defined on the pages indicated under the caption ‘‘Glossary of Principal Definitions’’ beginning on page S-176 of this prospectus supplement. The capitalized terms used in the accompanying prospectus are defined under the caption ‘‘Glossary’’ beginning on page 152 in the accompanying prospectus.

In this prospectus supplement, ‘‘we’’ refers to the depositor, and ‘‘you’’ refers to a prospective investor in the offered certificates.

If and to the extent required by applicable law or regulation, a prospectus supplement and the accompanying prospectus will be used by each underwriter in connection with offers and sales related to market-making transactions in the offered certificates with respect to which that underwriter is a principal. An underwriter may also act as agent in such transactions. Such sales will be made at negotiated prices at the time of sale.

Until March 28, 2008, all dealers that buy, sell or trade the offered certificates, whether or not participating in this offering, may be required to deliver a prospectus supplement and the accompanying prospectus. This is in addition to the dealers’ obligation to deliver a prospectus supplement and the accompanying prospectus, when acting as underwriters and with respect to their unsold allotments or subscriptions.

This prospectus supplement and the accompanying prospectus contain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended. Specifically, forward looking statements, together with related qualifying language and assumptions, are found in the material (including tables) under the headings ‘‘Risk Factors’’ and ‘‘Prepayment and Yield Considerations’’ and in the annexes. Forward looking statements are also found in other places throughout this prospectus supplement and the accompanying prospectus, and may be identified by, among other things, accompanying language such as ‘‘expects’’, ‘‘intends’’, ‘‘anticipates’’, ‘‘estimates’’ or analogous expressions, or by qualifying language or assumptions. These statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results or performance to differ materially from the forward looking statements. These risks, uncertainties and other factors include, among others, general economic and business conditions, competition, changes in political, social and economic conditions, regulatory initiatives and compliance with governmental regulations, customer preference and various other matters, many of which are beyond the depositor’s control. These forward looking statements speak only as of the date of this prospectus supplement. The depositor expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements to reflect changes in the depositor’s expectations with regard to those statements or any change in events, conditions or circumstances on which any forward looking statement is based.

S-8

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:

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

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

(c)	in any other circumstances which do not require the publication by the issuing entity 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:

(a)

it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (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 Depositor; and

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

NOTICE TO UNITED KINGDOM INVESTORS

The distribution of this prospectus supplement (A) if made by a person who is not an authorized person under the FSMA, is being made only to, or directed only at persons who (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 Market 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.

S-9

EXECUTIVE SUMMARY

Certificate Characteristics

The following executive summary does not include all relevant information relating to the offered certificates and the mortgage loans. In particular, the executive summary does not address the risks and special considerations involved with an investment in the offered certificates. Prospective investors should carefully review the detailed information appearing elsewhere in this prospectus supplement and in the accompanying prospectus before making any investment decision. The executive summary also describes the certificates that are not offered by this prospectus supplement (other than the Class V, Class R-I and Class R-II Certificates), that have not been registered under the Securities Act of 1933, as amended, and that will be sold to investors in private transactions. Certain capitalized terms used in this executive summary may be defined elsewhere in this prospectus supplement, including in Annex A to this prospectus supplement, or in the accompanying prospectus. A ‘‘Glossary of Principal Definitions’’ is included at the end of this prospectus supplement. A ‘‘Glossary’’ is included at the end of the accompanying prospectus. Terms that are used but not defined in this prospectus supplement will have the meanings specified in the accompanying prospectus. References in this prospectus supplement to ‘‘Loan No.’’ or ‘‘Loan Nos.’’ are references to the loan number or loan numbers set forth on Annex A to this prospectus supplement.

Class			Certificate Balance or Notional Amount(1)						Anticipated Ratings Fitch/S&P(2)			Approximate Percentage of Initial Pool Balance						Approximate Initial Credit Support						Rate Type			Approximate Initial Pass- Through Rate as of Delivery Date						Weighted Average Life (years)(3)						Principal Window (payments)(3)
Offered Certificates
A-1(4)				$	25,000,000				AAA/AAA					1.345	%					30.000	%(5)			Fixed					5.1750	%					2.91				1 –   54
A-2(4)				$	77,000,000				AAA/AAA					4.143	%					30.000	%(5)			Fixed					5.4340	%					4.74				54 –   60
A-3(4)				$	281,000,000				AAA/AAA					15.119	%					30.000	%(5)			Fixed					5.6200	%					6.58				79 –   82
A-SB(4)				$	48,322,000				AAA/AAA					2.600	%					30.000	%(5)			Fixed					5.5870	%					7.00				60 – 109
A-4(4)				$	612,000,000				AAA/AAA					32.928	%					30.000	%(5)			Fixed					5.4920	%					9.54				109 – 118
A-1A(4)				$	257,694,000				AAA/AAA					13.865	%					30.000	%(5)			Fixed					5.3610	%					7.25				1 – 118
A-M				$	185,850,000				AAA/AAA					9.999	%					20.000	%			Min (Fixed, WAC)(6)					5.7720	%(6)					9.78				118 – 118
A-J				$	139,405,000				AAA/AAA					7.501	%					12.500	%			WAC(7)					6.2029	%(7)					9.88				118 – 120
Private Certificates – Not Offered Hereby(8)
XW				$	1,858,595,583	(9)			AAA/AAA					N/A						N/A				Variable Rate(9)					0.6078	%(9)					(9	)			N/A
B				$	20,909,000				AA+/AA+					1.125	%					11.375	%			WAC(7)					6.2029	%(7)					9.95				120 – 120
C				$	13,939,000				AA/AA					0.750	%					10.625	%			WAC(7)					6.2029	%(7)					9.95				120 – 120
D				$	20,909,000				AA−/AA−					1.125	%					9.500	%			WAC(7)					6.2029	%(7)					9.95				120 – 120
E				$	18,585,000				A+/A+					1.000	%					8.500	%			WAC(7)					6.2029	%(7)					9.95				120 – 120
F				$	11,616,000				A/A					0.625	%					7.875	%			WAC(7)					6.2029	%(7)					9.95				120 – 120
G				$	18,585,000				A−/A−					1.000	%					6.875	%			WAC(7)					6.2029	%(7)					10.01				120 – 121
H				$	20,909,000				BBB+/BBB+					1.125	%					5.750	%			WAC(7)					6.2029	%(7)					10.18				121 – 124
J				$	16,262,000				BBB/BBB					0.875	%					4.875	%			WAC(7)					6.2029	%(7)					10.28				124 – 124
K				$	18,585,000				BBB−/BBB−					1.000	%					3.875	%			WAC(7)					6.2029	%(7)					10.28				124 – 124
L				$	11,616,000				BB+/BB+					0.625	%					3.250	%			Min (Fixed, WAC)(6)					4.5510	%(6)					11.49				124 – 174
M				$	6,969,000				BB/BB					0.375	%					2.875	%			Min (Fixed, WAC)(6)					4.5510	%(6)					14.45				174 – 174
N				$	4,646,000				BB−/BB−					0.250	%					2.625	%			Min (Fixed, WAC)(6)					4.5510	%(6)					14.45				174 – 174
O				$	6,969,000				B+/B+					0.375	%					2.250	%			Min (Fixed, WAC)(6)					4.5510	%(6)					14.45				174 – 174
P				$	2,323,000				B/B					0.125	%					2.125	%			Min (Fixed, WAC)(6)					4.5510	%(6)					14.45				174 – 174
Q				$	4,646,000				B−/B−					0.250	%					1.875	%			Min (Fixed, WAC)(6)					4.5510	%(6)					14.45				174 – 174
S				$	34,856,583				NR/NR					1.875	%					0.000	%			Min (Fixed, WAC)(6)					4.5510	%(6)					14.45				174 – 174