DESCRIPTION OF THE SECURITIES General The description of the Securities contained in this Supplement is not complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of the Trust Agreement. See "Description of the Securities" in the Multifamily Base Offering Circular. Form of Securities Each Class of Securities other than the Residual Securities initially will be issued and maintained in book-entry form and may be transferred only on the Fedwire Book-Entry System. Beneficial Owners of Book-Entry Securities will ordinarily hold these Securities through one or more financial intermediaries, such as banks, brokerage firms and securities clearing organiza- tions that are eligible to maintain book-entry accounts on the Fedwire Book-Entry System. By request accompanied by the payment of a transfer fee of $25,000 per Certificated Security to be issued, a Beneficial Owner may receive a Regular Security in certificated form. The Residual Securities will not be issued in book-entry form but will be issued in fully registered,  certificated  form  and  may  be  transferred  or  exchanged,  subject  to  the  transfer restrictions applicable to Residual Securities set forth in the Trust Agreement, at the Corporate Trust  Office  of  the  Trustee  located  at  Wells  Fargo  Bank,  N.A.,  45  Broadway,  12th  Floor, New York, NY 10006, Attention: Trust Administrator 2007-039. See "Description of the Securi- ties – Forms of Securities; Book-Entry Procedures" in the Multifamily Base Offering Circular. Each Class (other than the Increased Minimum Denomination Class) will be issued in minimum dollar denominations of initial principal balance of $1,000 and integral multiples of $1  in  excess  of  $1,000.  The  Increased  Minimum  Denomination  Class  will  be  issued  in minimum denominations that equal $100,000 in initial notional balance. Distributions Distributions on the Securities will be made on each Distribution Date, as specified under "Terms  Sheet – Distribution  Date"  in  this  Supplement.  On  each  Distribution  Date  for  a Security, or in the case of the Certificated Securities, on the first Business Day after the related Distribution Date, the Distribution Amount will be distributed to the Holders of record as of the close of business on the last Business Day of the calendar month immediately preceding the month in which the Distribution Date occurs. Beneficial Owners of Book-Entry Securities will receive distributions through credits to accounts maintained for their benefit on the books and records  of  the  appropriate  financial  intermediaries.  Holders  of  Certificated  Securities  will receive distributions by check or, subject to the restrictions set forth in the Multifamily Base Offering Circular, by wire transfer.  See  "Description  of  the  Securities – Distributions"  and "– Method of Distributions" in the Multifamily Base Offering Circular. Interest Distributions The Interest Distribution Amount will be distributed on each Distribution Date to the Holders of all Classes of Securities entitled to distributions of interest. •   Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. •   Interest distributable on any Class for any Distribution Date will consist of 30 days' interest on its Class Principal Balance (or Class Notional Balance) as of the related Record Date. S-20