424B5 1 file001.htm PRELIMINARY MATERIALS


                                                     File Pursuant To Rule 424B5
                                               Registration File No.: 333-121643

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS NOT COMPLETE AND
MAY BE CHANGED. NEITHER THIS PRELIMINARY PROSPECTUS SUPPLEMENT NOR THE
ACCOMPANYING PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A
SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.


  THE INFORMATION IN THIS PRELIMINARY PROSPECTUS SUPPLEMENT MAY BE AMENDED OR
                         COMPLETED, DATED JUNE 22, 2005

                             PROSPECTUS SUPPLEMENT
                      (TO PROSPECTUS DATED JUNE 22, 2005)


                         $1,969,251,000 (APPROXIMATE)
                   BANC OF AMERICA COMMERCIAL MORTGAGE INC.
                                   DEPOSITOR


                             BANK OF AMERICA, N.A.
                                MASTER SERVICER


          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-3

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

--------------------------------------------------------------------------------
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-23 IN THIS PROSPECTUS
SUPPLEMENT AND PAGE 11 IN THE ACCOMPANYING PROSPECTUS.

Neither the certificates nor the underlying mortgage loans are insured or
guaranteed by any governmental agency.

The certificates will represent interests only in the trust and will not
represent interests in or obligations of Banc of America Commercial Mortgage
Inc. or any of its affiliates, including Bank of America Corporation.
--------------------------------------------------------------------------------

The Series 2005-3 Commercial Mortgage Pass-Through Certificates will consist of
the following classes:

o   senior certificates consisting of the Class A-1, Class A-2, Class A-3A,
    Class A-3B, Class A-SB, Class A-4, Class XC and Class XP Certificates;

o   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 and Class Q Certificates;

o   the Class PA Certificates;

o   the Class WB Certificates;

o   the Class V Certificates, representing the right to receive payments of
    excess interest received with respect to the ARD Loan; and

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

Only the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB, Class A-4,
Class A-M, Class A-J, Class XP, Class B, Class C, Class D and Class E
Certificates are offered hereby.

The trust's assets will consist primarily of 109 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.

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

     Certain characteristics of the offered certificates include:

<TABLE>

 -----------------------------------------------------------------------------------------------------
                                          APPROXIMATE
                   CERTIFICATE BALANCE      INITIAL
                       OR NOTIONAL        PASS-THROUGH      ASSUMED FINAL      RATINGS    RATED FINAL
                       AMOUNT AS OF        RATE AS OF       DISTRIBUTION      MOODY'S/   DISTRIBUTION
       CLASS         DELIVERY DATE(1)    DELIVERY DATE         DATE(2)         S&P(3)       DATE(4)
 -----------------------------------------------------------------------------------------------------

 Class A-1 ......      $ 62,100,000            %(5)       December 10, 2009   Aaa/AAA    July 10, 2043
 -----------------------------------------------------------------------------------------------------
 Class A-2 ......      $505,650,000            %(5)         July 10, 2010     Aaa/AAA    July 10, 2043
 -----------------------------------------------------------------------------------------------------
 Class A-3A .....      $279,216,000            %(5)         June 10, 2012     Aaa/AAA    July 10, 2043
 -----------------------------------------------------------------------------------------------------
 Class A-3B .....      $132,000,000            %(5)         July 10, 2012     Aaa/AAA    July 10, 2043
 -----------------------------------------------------------------------------------------------------
 Class A-SB .....      $ 70,865,000            %(5)      September 10, 2014   Aaa/AAA    July 10, 2043
 -----------------------------------------------------------------------------------------------------
 Class A-4 ......      $462,900,000            %(5)         June 10, 2015     Aaa/AAA    July 10, 2043
 -----------------------------------------------------------------------------------------------------
 Class A-M ......      $216,104,000            %(5)         June 10, 2015     Aaa/AAA    July 10, 2043
 -----------------------------------------------------------------------------------------------------
 Class A-J ......      $132,364,000            %(5)         June 10, 2015     Aaa/AAA    July 10, 2043
 -----------------------------------------------------------------------------------------------------
 Class XP .......       TBD(6)                 %(7)              N/A          Aaa/AAA    July 10, 2043
 -----------------------------------------------------------------------------------------------------
 Class B ........      $ 24,312,000            %(5)         June 10, 2015     Aa1/AA+    July 10, 2043
 -----------------------------------------------------------------------------------------------------
 Class C ........      $ 24,311,000            %(5)         June 10, 2015     Aa2/AA     July 10, 2043
 -----------------------------------------------------------------------------------------------------
 Class D ........      $ 21,611,000            %(5)         June 10, 2015     Aa3/AA-    July 10, 2043
 -----------------------------------------------------------------------------------------------------
 Class E ........      $ 37,818,000            %(5)         June 10, 2015      A2/A      July 10, 2043
 -----------------------------------------------------------------------------------------------------
</TABLE>
(Footnotes to table on page S-5)

     With respect to the offered certificates, Banc of America Securities LLC,
Bear, Stearns & Co. Inc. and Barclays Capital Inc. are acting as co-lead
managers. Banc of America Securities LLC and Bear, Stearns & Co. Inc. are
acting as joint bookrunners with respect to the Class A-1, Class A-3B, Class
A-SB, Class A-4 and Class A-J Certificates. Banc of America Securities LLC will
be the sole bookrunner for all other classes of the certificates. Banc of
America Securities LLC, Bear, Stearns & Co. Inc., Barclays Capital Inc.,
Goldman, Sachs & Co. 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 July [ ], 2005. Banc of America Commercial Mortgage Inc. expects to
receive from this offering approximately [  ]% of the initial principal amount
of the offered certificates, plus accrued interest from July 1, 2005 before
deducting expenses payable by Banc of America Commercial Mortgage Inc.

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

     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.



BANC OF AMERICA SECURITIES LLC     BEAR, STEARNS & CO. INC.     BARCLAYS CAPITAL

                           -------------------------
  GOLDMAN, SACHS & CO.                                 RBS GREENWICH CAPITAL
                                 June   , 2005



                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.

          Commercial Mortgage Pass-Through Certificates, Series 2005-3
                      Geographic Overview of Mortgage Pool


                                  [MAP OMITTED]

WASHINGTON                      NEW HAMPSHIRE                    ALABAMA
2 properties                    1 property                       2 properties
$4,590,964                      $21,420,000                      $6,069,000
0.2% of total                   1.0% of total                    0.3% of total

NORTH DAKOTA                    MASSACHUSETTS                    KANSAS
1 property                      2 properties                     2 properties
$4,500,000                      $14,697,042                      $15,732,360
0.2% of total                   0.7% of total                    0.7% of total

MISSOURI                        CONNECTICUT                      OKLAHOMA
3 properties                    4 properties                     1 property
$27,189,708                     $63,330,000                      $5,740,000
1.3% of total                   2.9% of total                    0.3% of total

MINNESOTA                       RHODE ISLAND                     TEXAS
1 property                      1 property                       13 properties
$189,320,140                    $6,284,000                       $151,852,118
8.8% of total                   0.3% of total                    7.0% of total

IOWA                            NEW JERSEY                       COLORADO
1 property                      4 properties                     9 properties
$12,208,120                     $35,760,943                      $63,612,808
0.6% of total                   1.7% of total                    2.9% of total

WISCONSIN                       MARYLAND                         ARIZONA
2 properties                    3 properties                     3 properties
$15,249,034                     $161,394,341                     $98,000,000
0.7% of total                   7.5% of total                    4.5% of total

ILLINOIS                        VIRGINIA                         CALIFORNIA
7 properties                    2 properties                     19 properties
$92,550,705                     $28,161,761                      $428,256,489
4.3% of total                   1.3% of total                    19.8% of total

MICHIGAN                        NORTH CAROLINA                   NEVADA
4 properties                    2 properties                     1 property
$20,086,037                     $34,260,000                      $6,143,249
0.9% of total                   1.6% of total                    0.3% of total

INDIANA                         TENNESSEE
3 properties                    1 property
$26,676,351                     $55,125,000
1.2% of total                   2.6% of total

OHIO                            GEORGIA
4 properties                    3 properties
$24,316,300                     $23,442,750
1.1% of total                   1.1% of total

PENNSYLVANIA                    FLORIDA
2 properties                    6 properties
$9,927,382                      $52,865,000
0.5% of total                   2.4% of total

NEW YORK                        KENTUCKY
8 properties                    8 properties
$375,282,507                    $87,000,510
17.4% of total                  4.0% of total  0

MORTGAGE PROPERTIES BY PROPERTY TYPE

[PIE CHART OMITTED]                                ----------------------------
                                                  [ ] < 1.0%
Other                            1.7%                 of Initial Pool Balance
Self Storage                     0.9%
Industrial                       2.8%             [ ] 1.0% - 5.0%
Manufactured Housing             0.6%                 of Initial Pool Balance
Hotel                            9.5%
Office                          37.9%             [ ] 5.1% - 10.0%
Multifamily                     13.1%                 of Initial Pool Balance
Retail                          33.4%
                                                  [ ] > 10.0%
                                                      of Initial Pool Balance
                                                 ----------------------------




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:

 o   SEC Public Reference Section
     450 Fifth Street, N.W.
     Room 1204
     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.

                               TABLE OF CONTENTS

IMPORTANT NOTICE ABOUT INFORMATION
  PRESENTED IN THIS PROSPECTUS SUPPLEMENT
  AND THE ACCOMPANYING PROSPECTUS ............................ S-6
EXECUTIVE SUMMARY ............................................ S-7
SUMMARY OF PROSPECTUS SUPPLEMENT ............................. S-10
RISK FACTORS ................................................. S-23
  Risks Related to the Certificates .......................... S-23
  Risks Related to the Mortgage Loans ........................ S-34
DESCRIPTION OF THE MORTGAGE POOL ............................. S-77
  General .................................................... S-77
  Certain Terms and Conditions of the Mortgage Loans ......... S-79
    Due Dates ................................................ S-79
    Mortgage Rates; Calculations of Interest ................. S-79
    Hyperamortization ........................................ S-79
    Amortization of Principal ................................ S-79
    Prepayment Provisions .................................... S-80
    Defeasance ............................................... S-81
  Release or Substitution of Properties ...................... S-82
    "Due-on-Sale" and "Due-on-Encumbrance"
       Provisions ............................................ S-83
  Pacific Arts Plaza Whole Loan .............................. S-85
  PA Pari Passu Note A-1 Component Mortgage Loan ............. S-89
  WB Component Mortgage Loan ................................. S-90
  Significant Mortgage Loans ................................. S-91
  Additional Mortgage Loan Information ....................... S-92
    General .................................................. S-92
    Delinquencies ............................................ S-92
    Tenant Matters ........................................... S-92
    Ground Leases and Other Non-Fee Interests ................ S-92
    Additional Financing ..................................... S-92
    Lender/Borrower Relationships ............................ S-95
  Certain Underwriting Matters ............................... S-95
    Environmental Assessments ................................ S-95
    Generally ................................................ S-96
    Property Condition Assessments ........................... S-97
    Appraisals and Market Studies ............................ S-97
    Zoning and Building Code Compliance ...................... S-98
    Hazard, Liability and Other Insurance .................... S-98
  The Mortgage Loan Sellers .................................. S-99
  Assignment of the Mortgage Loans; Repurchases and
    Substitutions ............................................ S-99
  Representations and Warranties; Repurchases and
    Substitutions ............................................ S-102
  Changes in Mortgage Pool Characteristics ................... S-104
SERVICING OF THE MORTGAGE LOANS .............................. S-105
  General .................................................... S-105
  The Master Servicer ........................................ S-108
  The Special Servicer ....................................... S-108
  Sub-Servicers .............................................. S-109
  Servicing and Other Compensation and Payment of
    Expenses ................................................. S-109
  Evidence as to Compliance .................................. S-113
  Modifications, Waivers, Amendments and Consents ............ S-114
  Defaulted Mortgage Loans; Purchase Option .................. S-117
  REO Properties ............................................. S-118
  Inspections; Collection of Operating Information ........... S-119
  Termination of the Special Servicer ........................ S-119
DESCRIPTION OF THE CERTIFICATES .............................. S-121
  General .................................................... S-121
  Registration and Denominations ............................. S-121
  Certificate Balances and Notional Amounts .................. S-122
  Pass-Through Rates ......................................... S-125
  Distributions .............................................. S-127
    General .................................................. S-127
    Class PA Certificates and the PA Pari Passu Note A-1
       Component Mortgage Loan ............................... S-127
    Class WB Certificates and the WB Component
       Mortgage Loan ......................................... S-128
    The Available Distribution Amount ........................ S-129
    Application of the Available Distribution Amount ......... S-129

                                      S-3



      Excess Liquidation Proceeds ............................. S-135
      Distributable Certificate Interest ...................... S-136
      Principal Distribution Amount ........................... S-136
      Class A-SB Planned Principal Balance .................... S-137
      Excess Interest ......................................... S-138
      Distributions of Prepayment Premiums .................... S-138
      Treatment of REO Properties ............................. S-139
   Subordination; Allocation of Losses and Certain
      Expenses ................................................ S-139
   Excess Interest Distribution Account ....................... S-140
   Interest Reserve Account ................................... S-140
   P&I Advances ............................................... S-141
   Appraisal Reductions ....................................... S-144
   Reports to Certificateholders; Certain Available
      Information ............................................. S-145
      Trustee Reports ......................................... S-145
      Servicer Reports ........................................ S-146
      Other Information ....................................... S-148
   Voting Rights .............................................. S-149
   Termination ................................................ S-149
 THE TRUSTEE AND THE FISCAL AGENT ............................. S-151
   The Trustee ................................................ S-151
   The Fiscal Agent ........................................... S-151
   Indemnification ............................................ S-152
 YIELD AND MATURITY CONSIDERATIONS ............................ S-152
   Yield Considerations ....................................... S-152
      General ................................................. S-152
      Rate and Timing of Principal Payments ................... S-152
      Losses and Shortfalls ................................... S-154
      Certain Relevant Factors ................................ S-154
   Weighted Average Lives ..................................... S-155
   Yield Sensitivity of the Class XP Certificates ............. S-162
 USE OF PROCEEDS .............................................. S-163
 CERTAIN FEDERAL INCOME TAX CONSEQUENCES ...................... S-163
   General .................................................... S-163
   Discount and Premium; Prepayment Premiums .................. S-164
   Characterization of Investments in Offered Certificates..... S-165
   Possible Taxes on Income From Foreclosure Property ......... S-165
   Reporting and Other Administrative Matters ................. S-165
 CERTAIN ERISA CONSIDERATIONS ................................. S-166
 LEGAL INVESTMENT ............................................. S-169
 METHOD OF DISTRIBUTION ....................................... S-169
 LEGAL MATTERS ................................................ S-170
 RATINGS ...................................................... S-171
 GLOSSARY OF PRINCIPAL DEFINITIONS ............................ S-172
 ANNEX A CERTAIN CHARACTERISTICS OF THE
   MORTGAGE LOANS ............................................. A-1
 ANNEX B CAPITAL IMPROVEMENT, REPLACEMENT
   RESERVE AND ESCROW ACCOUNTS;
   MULTIFAMILY SCHEDULE ....................................... B-1
 ANNEX C CLASS XP REFERENCE RATE SCHEDULE ..................... C-1
 ANNEX D CLASS A-SB PLANNED PRINCIPAL
   BALANCE .................................................... D-1
 ANNEX E SIGNIFICANT MORTGAGE LOAN
   DESCRIPTIONS ............................................... E-1
 ANNEX F AMORTIZATION SCHEDULE OF THE
   QUEENS ATRIUM MORTGAGE LOAN ................................ F-1


                                      S-4


             FOOTNOTES TO TABLE ON COVER OF PROSPECTUS SUPPLEMENT

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

(2)   As of the delivery date, the "assumed final distribution date" with
      respect to any class of offered certificates is the distribution date on
      which the final distribution would occur for such class of certificates
      based upon the assumptions, among others, that all payments are made when
      due and that no mortgage loan is prepaid, in whole or in part, prior to
      its stated maturity, any mortgage loan with an anticipated repayment date
      is not prepaid prior to, but is paid in its entirety on, its anticipated
      repayment date and otherwise based on the maturity assumptions (described
      in this prospectus supplement), if any. The actual performance and
      experience of the mortgage loans will likely differ from such
      assumptions. See "Yield and Maturity Considerations" in this prospectus
      supplement.

(3)   It is a condition to their issuance that the classes of offered
      certificates be assigned ratings by Moody's Investors Services, Inc.
      and/or Standard & Poor's Ratings Services, a division of The McGraw-Hill
      Companies, Inc., no lower than those set forth in this prospectus
      supplement. The ratings on the offered certificates do not represent any
      assessments of (i) the likelihood or frequency of voluntary or
      involuntary principal prepayments on the mortgage loans, (ii) the degree
      to which such prepayments might differ from those originally anticipated,
      (iii) whether and to what extent prepayment premiums or yield maintenance
      charges will be collected on the mortgage loans in connection with the
      prepayments or the corresponding effect on yield to investors or (iv)
      whether and to what extent default interest will be received or net
      aggregate prepayment interest shortfalls will be realized.

(4)   The "rated final distribution date" for each class of offered
      certificates has been set at the first distribution date that follows
      three years after the end of the amortization term for the mortgage loan
      that, as of the cut-off date, has the longest remaining amortization
      term, irrespective of its scheduled maturity. See "Ratings" in this
      prospectus supplement.

(5)   The Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB, Class A-4,
      Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates
      will accrue interest at (i) a fixed rate, (ii) a fixed rate subject to a
      cap at the weighted average net mortgage rate, (iii) the weighted average
      net mortgage rate or (iv) the weighted average net mortgage rate less a
      specified percentage.

(6)   The Class XP Certificates will not have a certificate balance but will
      instead have a notional amount.

(7)   The Class XP Certificates will accrue interest on their related notional
      amount as described in this prospectus supplement under "Description of
      the Certificates--Pass-Through Rates".


                                      S-5


        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.

     You should rely only on the information contained in this prospectus
supplement and the accompanying prospectus. We have not authorized anyone to
provide you with information that is different from that contained in this
prospectus supplement and the prospectus. The information in this prospectus
supplement is accurate only as of the date of this prospectus supplement.

     This prospectus supplement begins with several introductory sections
describing the Series 2005-3 Certificates and the trust in abbreviated form:

          Executive Summary, which begins on page S-7 of this prospectus
     supplement and shows certain characteristics of the offered certificates in
     tabular form;

          Summary of Prospectus Supplement, which begins on page S-10 of this
     prospectus supplement and gives a brief introduction of the key features of
     Series 2005-3 and the mortgage loans; and

          Risk Factors, which begins on page S-23 of this prospectus supplement
     and describes risks that apply to Series 2005-3 which are in addition to
     those described in the accompanying prospectus with respect to the
     securities issued by the trust generally.

     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 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-172 in this prospectus
supplement. The capitalized terms used in the accompanying prospectus are
defined under the caption "Glossary" beginning on page 108 in the prospectus.

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

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

     Until October [  ], 2005, 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.

     If and to the extent required by applicable law or regulation, this
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 such underwriter
is a principal. Such underwriter may also act as agent in such transactions.
Such sales will be made at negotiated prices at the time of sale.


                                      S-6


                               EXECUTIVE SUMMARY

     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, and 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 PA,
Class WB, Class V, Class R-I and Class R-II Certificates) which have not been
registered under the Securities Act of 1933, as amended, and which 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 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.

--------------------------------------------------------------------------------
                           CERTIFICATE        APPROXIMATE
           RATINGS          BALANCE OR         PERCENTAGE   APPROXIMATE
          MOODY'S/           NOTIONAL           OF POOL        CREDIT
 CLASS     S&P(1)           AMOUNT(2)           BALANCE       SUPPORT
--------------------------------------------------------------------------------
  Offered Certificates
--------------------------------------------------------------------------------
  A-1      Aaa/AAA      $     62,100,000          2.874%       30.000%
--------------------------------------------------------------------------------
  A-2      Aaa/AAA      $    505,650,000         23.398%       30.000%
--------------------------------------------------------------------------------
  A-3A     Aaa/AAA      $    279,216,000         12.920%       30.000%
--------------------------------------------------------------------------------
  A-3B     Aaa/AAA      $    132,000,000          6.108%       30.000%
--------------------------------------------------------------------------------
  A-SB     Aaa/AAA      $     70,865,000          3.279%       30.000%
--------------------------------------------------------------------------------
  A-4      Aaa/AAA      $    462,900,000         21.420%       30.000%
--------------------------------------------------------------------------------
  A-M      Aaa/AAA      $    216,104,000         10.000%       20.000%
--------------------------------------------------------------------------------
  A-J      Aaa/AAA      $    132,364,000          6.125%       13.875%
--------------------------------------------------------------------------------
  XP      Aaa/AAA           TBD(5)                N/A           N/A
--------------------------------------------------------------------------------
  B       Aa1/AA+       $     24,312,000          1.125%       12.750%
--------------------------------------------------------------------------------
  C        Aa2/AA       $     24,311,000          1.125%       11.625%
--------------------------------------------------------------------------------
  D       Aa3/AA--      $     21,611,000          1.000%       10.625%
--------------------------------------------------------------------------------
  E         A2/A        $     37,818,000          1.750%        8.875%
--------------------------------------------------------------------------------
  Private Certificates -- Not Offered Hereby(6)
--------------------------------------------------------------------------------
  XC       Aaa/AAA      $  2,161,044,349(7)       N/A           N/A
--------------------------------------------------------------------------------
  F        A3/A--       $     21,611,000          1.000%        7.875%
--------------------------------------------------------------------------------
  G       Baa1/BBB+     $     29,714,000          1.375%        6.500%
--------------------------------------------------------------------------------
  H       Baa2/BBB      $     27,013,000          1.250%        5.250%
--------------------------------------------------------------------------------
  J      Baa3/BBB--     $     27,013,000          1.250%        4.000%
--------------------------------------------------------------------------------
  K        Ba1/BB+      $     13,507,000          0.625%        3.375%
--------------------------------------------------------------------------------
  L        Ba2/BB       $     10,805,000          0.500%        2.875%
--------------------------------------------------------------------------------
  M       Ba3/BB--      $     10,805,000          0.500%        2.375%
--------------------------------------------------------------------------------
  N         NR/B+       $      5,403,000          0.250%        2.125%
--------------------------------------------------------------------------------
  O         NR/B        $      8,104,000          0.375%        1.750%
--------------------------------------------------------------------------------
  P        NR/B--       $      8,103,000          0.375%        1.375%
--------------------------------------------------------------------------------
  Q         NR/NR       $     29,715,349          1.375%        0.000%
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                 APPROXIMATE        WEIGHTED
                            INITIAL PASS-THROUGH     AVERAGE
                                 RATE AS OF           LIFE      PRINCIPAL
 CLASS       RATE TYPE          DELIVERYDATE       (YEARS)(3)   WINDOW(3)
--------------------------------------------------------------------------------
  Offered Certificates
--------------------------------------------------------------------------------
  A-1        Fixed(4)       %(4)                      2.53       1 - 53
--------------------------------------------------------------------------------
  A-2        Fixed(4)       %(4)                      4.80      54 - 60
--------------------------------------------------------------------------------
  A-3A       Fixed(4)       %(4)                      6.69      78 - 83
--------------------------------------------------------------------------------
  A-3B       Fixed(4)       %(4)                      6.99      83 - 84
--------------------------------------------------------------------------------
  A-SB       Fixed(4)       %(4)                      6.91      53 - 110
--------------------------------------------------------------------------------
  A-4        Fixed(4)       %(4)                      9.62     110 - 119
--------------------------------------------------------------------------------
  A-M        Fixed(4)       %(4)                      9.91     119 - 119
--------------------------------------------------------------------------------
  A-J        Fixed(4)       %(4)                      9.91     119 - 119
--------------------------------------------------------------------------------
  XP     Variable Rate(5)   %(5)                         (5)      N/A
--------------------------------------------------------------------------------
  B          Fixed(4)       %(4)                      9.91     119 - 119
--------------------------------------------------------------------------------
  C          Fixed(4)       %(4)                      9.91     119 - 119
--------------------------------------------------------------------------------
  D          Fixed(4)       %(4)                      9.91     119 - 119
--------------------------------------------------------------------------------
  E          Fixed(4)       %(4)                      9.91     119 - 119
--------------------------------------------------------------------------------
  Private Certificates -- Not Offered Hereby(6)
--------------------------------------------------------------------------------
  XC     Variable Rate(7)   %(7)                         (7)      N/A
--------------------------------------------------------------------------------
  F          Fixed(4)       %(4)                      9.91     119 - 119
--------------------------------------------------------------------------------
  G          Fixed(4)       %(4)                      9.91     119 - 119
--------------------------------------------------------------------------------
  H          Fixed(4)       %(4)                      9.99     119 - 120
--------------------------------------------------------------------------------
  J          Fixed(4)       %(4)                      9.99     120 - 120
--------------------------------------------------------------------------------
  K          Fixed(4)       %(4)                      9.99     120 - 120
--------------------------------------------------------------------------------
  L          Fixed(4)       %(4)                      9.99     120 - 120
--------------------------------------------------------------------------------
  M          Fixed(4)       %(4)                      9.99     120 - 120
--------------------------------------------------------------------------------
  N          Fixed(4)       %(4)                      9.99     120 - 120
--------------------------------------------------------------------------------
  O          Fixed(4)       %(4)                     10.95     120 - 169
--------------------------------------------------------------------------------
  P          Fixed(4)       %(4)                     14.08     169 - 169
--------------------------------------------------------------------------------
  Q          Fixed(4)       %(4)                     14.08     169 - 169
--------------------------------------------------------------------------------

(1)   Ratings shown are those of Moody's Investors Service, Inc. and Standard &
      Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.,
      respectively.

(2)   As of the delivery date. Subject to a variance of plus or minus 5%.

(3)   Based on the maturity assumptions (as defined under "Yield and Maturity
      Considerations" in this prospectus supplement). As of the delivery date,
      calculations for the certificates assume no prepayments will be made on
      the mortgage loans prior to their related maturity dates (or, in the case
      of the mortgage loans with anticipated repayment dates, the related
      anticipated repayment date).

(4)   The Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB, Class A-4,
      Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class
      G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P
      and Class Q Certificates will accrue interest at (i) a fixed rate, (ii) a
      fixed rate subject to a cap at the weighted average net mortgage rate,
      (iii) the weighted average net mortgage rate or (iv) the weighted average
      net mortgage rate less a specified percentage.

(5)   The Class XP Certificates will not have a certificate balance and their
      holders will not receive distributions of principal, but such holders are
      entitled to receive payments of the aggregate interest accrued on the
      notional amount of the Class XP Certificates, as described in this
      prospectus supplement. The interest rate applicable to the Class XP
      Certificates for each distribution date will be as described in this
      prospectus supplement. See "Description of the Certificates--Pass-Through
      Rates" in this prospectus supplement.

                                      S-7


(6)   Not offered by this prospectus supplement. Any information we provide
      herein regarding the terms of these certificates is provided only to
      enhance your understanding of the offered certificates.

(7)   The Class XC Certificates are not offered by this prospectus supplement.
      Any information we provide herein regarding the terms of these
      certificates is provided only to enhance your understanding of the
      offered certificates. The Class XC Certificates will not have a
      certificate balance and their holders will not receive distributions of
      principal, but such holders are entitled to receive payments of the
      aggregate interest accrued on the notional amount of the Class XC
      Certificates, as described in this prospectus supplement. The interest
      rate applicable to the Class XC Certificates for each distribution date
      will be as described in this prospectus supplement. See "Description of
      the Certificates--Pass-Through Rates" in this prospectus supplement.

     The Class PA, Class WB, Class V, Class R-I and Class R-II are not offered
by this prospectus supplement and are not represented in the table on page S-7
of this prospectus supplement.

























                                      S-8


     Below is certain information regarding the mortgage loans and the
mortgaged properties in the entire mortgage pool, as of the cut-off date. The
balances and other numerical information used to calculate various ratios with
respect to component mortgage loans, split loan structures and certain other
mortgage loans are explained in this prospectus supplement under "Glossary of
Principal Definitions". Further information regarding such mortgage loans, the
other mortgage loans in the mortgage pool and the related mortgaged properties
is described under "Description of the Mortgage Pool" in this prospectus
supplement and in Annex A and Annex B to this prospectus supplement.

                         MORTGAGE POOL CHARACTERISTICS

<TABLE>

                                                                         ENTIRE MORTGAGE
CHARACTERISTICS                                                         POOL (APPROXIMATE)
--------------------------------------------------------------------   -------------------

Initial principal balance(1) .......................................       $2,161,044,350
Number of mortgage loans ...........................................                  109
Number of mortgaged properties .....................................                  125
Number of balloon mortgage loans(2) ................................                   74
Number of ARD loans(3) .............................................                    1
Number of full period interest only mortgage loans(3) ..............                   35
Average cut-off date balance .......................................        $  19,826,095
Range of cut-off date balances .....................................          $997,977 to
                                                                            $ 200,000,000
Weighted average mortgage rate .....................................               5.229%
Weighted average remaining lock-out period .........................            86 months
Range of remaining terms to maturity(4) ............................     54 to 169 months
Weighted average remaining term to maturity(4) .....................            97 months
Weighted average underwritten debt service coverage ratio ..........                1.59x
Weighted average cut-off date loan-to-value ratio ..................                67.6%
Weighted average maturity date loan-to-value ratios(4) .............                62.7%
</TABLE>

---------
(1)   Subject to a variance of plus or minus 5%.

(2)   Excludes mortgage loans that are interest only until maturity or until
      the anticipated repayment date.

(3)   Includes one mortgage loan that is both hyperamortizing and interest only
      until its anticipated repayment date which results in such mortgage loan
      appearing in each such category.

(4)   In the case of the mortgage loans that have an anticipated repayment
      date, the maturity is based on the related anticipated repayment date.


                                      S-9


                       SUMMARY OF PROSPECTUS SUPPLEMENT

     This summary highlights selected information from this prospectus
supplement. It does not contain all of the information you need to consider in
making your investment decision. TO UNDERSTAND ALL OF THE TERMS OF THE OFFERING
OF THE OFFERED CERTIFICATES, READ THIS ENTIRE DOCUMENT AND THE ACCOMPANYING
PROSPECTUS CAREFULLY.


                          RELEVANT PARTIES AND DATES
                          --------------------------

DEPOSITOR
---------

     Banc of America Commercial Mortgage Inc., a Delaware corporation. The
depositor is a subsidiary of Bank of America, N.A. The depositor maintains its
principal office at 214 North Tryon Street, NC1-027-22-03, Charlotte, North
Carolina 28255. See "The Depositor" in the accompanying prospectus. Neither the
depositor nor any of its affiliates has insured or guaranteed the offered
certificates.


TRUSTEE
-------

     LaSalle Bank National Association. The trustee, a national banking
association, will also act as REMIC administrator. See "The Trustee and the
Fiscal Agent" in this prospectus supplement.


FISCAL AGENT
------------

     ABN AMRO Bank N.V., a banking corporation organized under the laws of The
Netherlands. See "The Trustee and the Fiscal Agent" in this prospectus
supplement.


MASTER SERVICER
---------------

     Bank of America, N.A., a national banking association. The master servicer
will be responsible for the master servicing of all of the mortgage loans
pursuant to the terms of the pooling and servicing agreement. See "Servicing of
the Mortgage Loans--The Master Servicer" in this prospectus supplement.


SPECIAL SERVICER
----------------

     LNR Partners, Inc., a Florida corporation. See "Servicing of the Mortgage
Loans--The Special Servicer" in this prospectus supplement.


MORTGAGE LOAN SELLERS
---------------------

     Bank of America, N.A., a national banking association, is the parent of
Banc of America Commercial Mortgage Inc. and a wholly-owned subsidiary of NB
Holdings Corporation, which in turn is a wholly-owned subsidiary of Bank of
America Corporation. Bank of America, N.A. maintains its principal office at
Bank of America Corporate Center, 100 North Tryon Street Charlotte, North
Carolina 28255. See "Description of the Mortgage Pool--The Mortgage Loan
Sellers" in this prospectus supplement.

     Barclays Capital Real Estate Inc., a Delaware corporation, is an indirect
wholly-owned subsidiary of Barclays Bank PLC and an affiliate of Barclays
Capital Inc., one of the underwriters. Barclays Capital Real Estate Inc.
maintains its principal office at 200 Park Avenue, New York, New York 10166.
See "Description of the Mortgage Pool--The Mortgage Loan Sellers" in this
prospectus supplement.

     Bear Stearns Commercial Mortgage, Inc., a New York corporation, is a
wholly-owned subsidiary of Bear Stearns Mortgage Capital Corporation and an
affiliate of Bear, Stearns & Co. Inc., one of the underwriters. Bear Stearns
Commercial Mortgage, Inc. maintains its principal office at 383 Madison Avenue,
New York, New York 10179. See "Description of the Mortgage Pool--The Mortgage
Loan Sellers" in this prospectus supplement.


                                      S-10


<TABLE>

                                                    NUMBER OF    % OF INITIAL        AGGREGATE
                                                    MORTGAGE         POOL           CUT-OFF DATE
              MORTGAGE LOAN SELLER                    LOANS         BALANCE           BALANCE
------------------------------------------------   ----------   --------------   -----------------

Bank of America, N.A. ..........................        46            53.4%       $1,153,201,177
Barclays Capital Real Estate Inc. ..............        42            26.7           577,035,726
Bear Stearns Commercial Mortgage, Inc. .........        21            19.9           430,807,447
                                                        --           -----        --------------
                                                       109           100.0%       $2,161,044,350
                                                       ===           =====        ==============
</TABLE>

CUT-OFF DATE
------------

     July 1, 2005


DELIVERY DATE
-------------

     On or about July [  ], 2005


RECORD DATE
-----------

     With respect to each class of offered certificates and each distribution
date, the last business day of the calendar month immediately preceding the
month in which such distribution date occurs.


DISTRIBUTION DATE
-----------------

     The 10th day of each month or, if any such 10th day is not a business day,
the next succeeding business day. The first distribution date with respect to
the offered certificates will occur in August 2005.


DETERMINATION DATE
------------------

     The earlier of (i) the sixth day of the month in which the related
distribution date occurs, or if such sixth day is not a business day, then the
immediately preceding business day, and (ii) the fourth business day prior to
the related distribution date.


COLLECTION PERIOD
-----------------

     With respect to any distribution date, the period that begins immediately
following the determination date in the calendar month preceding the month in
which such distribution date occurs and ends on and includes the determination
date in the calendar month in which such distribution date occurs. The first
collection period applicable to the offered certificates will begin immediately
following the cut-off date and end on the determination date in August 2005.


                                MORTGAGE LOANS
                                --------------


THE MORTGAGE POOL

     The pool of mortgage loans consists of 109 multifamily and commercial
mortgage loans. Forty-six of the mortgage loans were (a) originated by Bank of
America, N.A. or its conduit participants or (b) acquired by Bank of America,
N.A. from various third party originators. Forty-two of the mortgage loans were
originated by Barclays Capital Real Estate Inc. Twenty-one of the mortgage
loans were originated by Bear Stearns Commercial Mortgage, Inc. The mortgage
loans in the entire mortgage pool have an aggregate cut-off date balance of
approximately $2,161,044,350 which is referred to as the initial pool balance,
subject to a variance of plus or minus 5%.

     One mortgage loan referred to as the Pacific Arts Plaza Whole Loan is
evidenced by a split loan structure comprised of two pari passu notes referred
to as the Pacific Arts Plaza Pari Passu Note A-1 and the Pacific Arts Plaza
Pari Passu Note A-2. Only the Pacific Arts Plaza Pari Passu Note A-1, which is
sometimes referred to as the PA Pari Passu Note A-1 Component Mortgage Loan, is
included in the trust


                                      S-11


fund. The aggregate principal balances as of the cut-off date of the Pacific
Arts Plaza Pari Passu Note A-1 and the Pacific Arts Plaza Pari Passu Note A-2
are $160,000,000 and $110,000,000, respectively. The PA Pari Passu Note A-1
Component Mortgage Loan is further divided into one senior component having a
principal balance as of the cut-off date of $132,000,000 (6.1% of the initial
pool balance) and one subordinate component having a principal balance as of
the cut-off date of $28,000,000 (which is subordinate to such senior component
and the Pacific Arts Plaza Pari Passu Note A-2). The subordinate component is
also included in the trust fund, but does not back any of the offered
certificates. As described in this prospectus supplement, pursuant to an
intercreditor agreement, a portion of the principal balance of the Pacific Arts
Plaza Pari Passu Note A-1 corresponding to the subordinate component has been
subordinated to the Pacific Arts Plaza Pari Passu Note A-2 and the remaining
senior portion (corresponding to the senior component) of the Pacific Arts
Plaza Pari Passu Note A-1. Unless otherwise stated, all references to the
principal balance and the related information (including cut-off date balances)
of the PA Pari Passu Note A-1 Component Mortgage Loan are references to the
senior component only of the PA Pari Passu Note A-1 Component Mortgage Loan
(and exclude the Pacific Arts Plaza Pari Passu Note A-2 and the PA Pari Passu
Note A-1 Component Mortgage Loan subordinate component). See "Description of
the Mortgage Pool--Pacific Arts Plaza Whole Loan" in this prospectus
supplement.

     One mortgage loan referred to as the WB Component Mortgage Loan is divided
into a $200,000,000 senior component and one subordinate component, which is
subordinate to the related senior component and has a principal balance as of
the cut-off date of $50,000,000. The senior component, representing 9.3% of the
initial pool balance, is included in the trust fund. The subordinate component
is also included in the trust fund, but does not back any of the offered
certificates. Unless otherwise stated, all references to the principal balance
and the related information (including cut-off date balances) of the WB
Component Mortgage Loan are references to the senior component only of the WB
Component Mortgage Loan (and exclude the subordinate component of the WB
Component Mortgage Loan). See "Description of the Mortgage Pool--WB Component
Mortgage Loan" in this prospectus supplement.

     All numerical information provided in this prospectus supplement with
respect to the mortgage loans is provided on an approximate basis. The
principal balance of each mortgage loan as of the cut-off date assumes the
timely receipt of all principal scheduled to be paid on or before the cut-off
date and assumes no defaults, delinquencies or prepayments on any mortgage loan
on or before the cut-off date. All percentages of the mortgage pool, or of any
specified sub-group thereof, referred to in this prospectus supplement without
further description are approximate percentages by aggregate cut-off date
balance. 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.
See "Description of the Mortgage Pool--Changes in Mortgage Pool
Characteristics" in this prospectus supplement. See also the "Glossary of
Principal Definitions" in this prospectus supplement for definitions and other
information relating to loan-to-value and debt service coverage ratios and
other calculations presented in this prospectus supplement. When information
presented in this prospectus supplement, with respect to the mortgaged
properties, is expressed as a percentage of the aggregate principal balance of
the pool of mortgage loans as of the cut-off date, the percentages are based on
an allocated loan amount that has been assigned to the related mortgaged
properties based upon one or more of the related appraised values, the relative
underwritten net cash flow or prior allocations reflected in the related
mortgage loan documents as set forth in Annex A to this prospectus supplement.

     The cut-off date balance of each mortgage loan is the unpaid principal
balance thereof as of the cut-off date, after application of all payments of
principal due on or before such date, whether or not received. The cut-off date
balances of the mortgage loans in the entire mortgage pool range from $997,977
to $200,000,000, and the average cut-off date balance is $19,826,095.

     As of the cut-off date, the mortgage loans had the following additional
characteristics. Further information regarding such mortgage loans, the other
mortgage loans in the mortgage pool and the related mortgaged properties is
described under "Description of the Mortgage Pool" in this prospectus
supplement and in Annex A to this prospectus supplement.


                                      S-12


                     SELECTED MORTGAGE LOAN CHARACTERISTICS
<TABLE>

                                                                            ENTIRE MORTGAGE POOL
                                                                          -----------------------

   Range of mortgage rates ............................................   4.298% per annum
                                                                          to 5.970% per annum
   Weighted average mortgage rate .....................................   5.229% per annum
   Range of remaining terms to stated maturity(1) .....................   54 months to
                                                                          169 months
   Weighted average remaining term to stated maturity(1) ..............   97 months
   Range of remaining amortization terms(2) ...........................   178 months to
                                                                          360 months
   Weighted average remaining amortization term(2) ....................   344 months
   Range of cut-off date loan-to-value ratios .........................   20.6% to 81.5%
   Weighted average cut-off date loan-to-value ratio ..................   67.6%
   Range of maturity date loan-to-value ratios(1) .....................   20.6% to 80.0%
   Weighted average maturity date loan-to-value ratio(1) ..............   62.7%
   Range of underwritten debt service coverage ratios .................   1.07x to 5.06x
   Weighted average underwritten debt service coverage ratio ..........   1.59x
</TABLE>

----------
(1)   In the case of the mortgage loans that have an anticipated repayment
      date, the maturity is based on the related anticipated repayment date.
(2)   Excludes mortgage loans that are interest only until maturity or until
      the anticipated repayment date.

     Set forth below are the number of mortgaged properties, and the
approximate percentage of the initial pool balance secured by such mortgaged
properties, located in the states with concentrations over 5% of the initial
pool balance:


                            GEOGRAPHIC CONCENTRATION

                                              NUMBER OF         % OF
                                              MORTGAGED     INITIAL POOL
STATE                                        PROPERTIES      BALANCE(1)
-----------------------------------------   ------------   -------------
   California ...........................        19             19.8%
    Southern(2) .........................        12             12.9%
    Northern(2) .........................         7              6.9%
   New York .............................         8             17.4%
   Minnesota ............................         1              8.8%
   Maryland .............................         3              7.5%
   Texas ................................        13              7.0%

----------
(1)   Because this table represents information relating to the mortgaged
      properties and not the mortgage loans, the information for mortgage loans
      secured by more than one mortgaged property is based on allocated loan
      amounts (generally allocating the mortgage loan principal amount to each
      of those mortgaged properties by appraised values of the mortgaged
      properties if not otherwise specified in the related note or loan
      agreement). Those amounts are set forth in Annex A to this prospectus
      supplement.

(2)   Northern California properties have a zip code greater than or equal to
      93600. Southern California properties have a zip code less than 93600.


     The remaining mortgaged properties are located throughout 27 other states,
with no more than 4.5% of the initial pool balance secured by mortgaged
properties located in any such other jurisdiction.

     Set forth below are the number of mortgaged properties, and the
approximate percentage of the initial pool balance secured by such mortgaged
properties, operated for each indicated purpose:


                                      S-13


                                 PROPERTY TYPE

                                                  NUMBER OF         % OF
                                                  MORTGAGED     INITIAL POOL
PROPERTY TYPE                                    PROPERTIES      BALANCE(1)
---------------------------------------------   ------------   -------------
   Office ...................................         33            37.9%
   Retail ...................................         39            33.4
   Multifamily ..............................         18            13.1
   Hotel ....................................         19             9.5
   Industrial ...............................          6             2.8
   Other ....................................          2             1.7
   Self Storage .............................          5             0.9
   Manufactured Housing Communities .........          3             0.6
                                                      --           -----
   TOTAL ....................................        125           100.0%
                                                     ===           =====

----------
(1)   Because this table represents information relating to the mortgaged
      properties and not the mortgage loans, the information for mortgage loans
      secured by more than one mortgaged property is based on allocated loan
      amounts (generally allocating the mortgage loan principal amount to each
      of those mortgaged properties by appraised values of the mortgaged
      properties if not otherwise specified in the related note or loan
      agreement). Those amounts are set forth in Annex A to this prospectus
      supplement.


     FOR MORE DETAILED STATISTICAL INFORMATION REGARDING THE MORTGAGE POOL, SEE
ANNEX A TO THIS PROSPECTUS SUPPLEMENT.

     On or before the delivery date, each mortgage loan seller will transfer
all of its mortgage loans, without recourse, to the depositor, or at the
direction of the depositor to the trustee for the benefit of holders of the
certificates. In connection with such transfer, each mortgage loan seller will
make certain representations and warranties regarding the characteristics of
the mortgage loans transferred by it. As described in more detail later in this
prospectus supplement, each mortgage loan seller will be obligated to cure any
material breach of any such representation or warranty made by it or either
repurchase the affected mortgage loan or, in the period and manner described in
this prospectus supplement, substitute a qualified substitute mortgage loan for
the affected mortgage loan and pay any substitution shortfall amount. See
"Description of the Mortgage Pool--Assignment of the Mortgage Loans;
Repurchases and Substitution" and "--Representations and Warranties;
Repurchases and Substitutions" in this prospectus supplement.

     Each mortgage loan seller will sell each of its respective mortgage loans
without recourse and has no obligations with respect to the offered
certificates other than pursuant to its representations and warranties and
repurchase or substitution obligations. The depositor has made no
representations or warranties with respect to the mortgage loans and will have
no obligation to repurchase or replace mortgage loans with deficient
documentation or which are otherwise defective. See "Description of the
Mortgage Pool" and "Risk Factors--Risks Related to the Mortgage Loans" in this
prospectus supplement and "Description of the Trust Funds" and "Certain Legal
Aspects of Mortgage Loans" in the accompanying prospectus.

     The master servicer and, if circumstances require, the special servicer,
will service and administer the mortgage loans pursuant to the pooling and
servicing agreement among the depositor, the master servicer, the special
servicer, the trustee, the REMIC administrator and the fiscal agent. See
"Servicing of the Mortgage Loans" in this prospectus supplement and "The
Pooling and Servicing Agreements" in the accompanying prospectus. The
compensation to be received by the master servicer (including certain master
servicing fees) and the special servicer (including special servicing fees,
liquidation fees and workout fees) for their services is described under
"Servicing of the Mortgage Loans--Servicing and Other Compensation and Payment
of Expenses" in this prospectus supplement.


                                      S-14


                              OFFERED SECURITIES
                              ------------------

THE OFFERED CERTIFICATES; CERTIFICATE BALANCES AND PASS-THROUGH RATES

     The offered certificates consist of 13 classes of the depositor's
Commercial Mortgage Pass-Through Certificates as part of Series 2005-3, namely
the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB, Class A-4, Class
A-M, Class A-J, Class XP, Class B, Class C, Class D and Class E Certificates.
As of the delivery date, your certificates will have the approximate aggregate
principal amount or notional amount indicated in the chart on the cover of this
prospectus supplement, subject to a variance of plus or minus 5%, and will
accrue interest at an annual rate referred to as a pass-through rate indicated
in the chart on the cover of this prospectus supplement and the accompanying
footnotes. Interest on the offered certificates will be calculated based on a
360-day year consisting of twelve 30-day months, or a 30/360 basis.

     Series 2005-3 consists of a total of 30 classes of certificates, the
following 17 of which are not being
offered through this prospectus supplement and the accompanying prospectus:
Class XC, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class O, Class P, Class Q, Class PA, Class WB, Class V, Class R-I and Class
R-II Certificates. The pass-through rates applicable to each of the Class XC,
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class
O, Class P and Class Q Certificates for each distribution date are set forth on
page S-7 of this prospectus supplement. The pass-through rates applicable to
each of the Class PA and Class WB Certificates for each distribution date are
set forth in the pooling and servicing agreement. The Class V, Class R-I and
Class R-II Certificates will not have a certificate balance, a notional amount
or a pass-through rate.


CLASS X CERTIFICATES

Notional Amount

     The Class XC and Class XP Certificates will not have certificate balances.
For purposes of calculating the amount of accrued interest, however, each of
those classes will have a notional amount.

     FOR A MORE DETAILED DISCUSSION OF THE NOTIONAL AMOUNTS OF THE CLASS XC AND
CLASS XP CERTIFICATES, SEE "DESCRIPTION OF THE CERTIFICATES--CERTIFICATE
BALANCES AND NOTIONAL AMOUNTS" IN THIS PROSPECTUS SUPPLEMENT.

Pass-Through Rate

     The pass-through rate applicable to the Class XP Certificates for the
initial distribution date will equal approximately [ ]% per annum. The
pass-through rate for the Class XP Certificates for each distribution date
subsequent to the initial distribution date, and through and including the [ ]
distribution date, will equal the weighted average of the respective strip
rates, which we refer to as the Class XP strip rates, at which interest accrues
from time to time on the respective components of the notional amount of the
Class XP Certificates outstanding immediately prior to the related distribution
date, with the relevant weighting to be done based upon the relative sizes of
those components. Each of those components will be comprised of all or a
designated portion of the certificate balance of a specified class of
certificates. If all or a designated portion of the certificate balance of any
class of certificates is identified under "Description of the
Certificates--Certificate Balances and Notional Amounts" as being part of the
notional amount of the Class XP Certificates immediately prior to any
distribution date, then that certificate balance (or designated portion
thereof) will represent one or more separate components of the notional amount
of the Class XP Certificates for purposes of calculating the accrual of
interest during the related interest accrual period.

     FOR A MORE DETAILED DISCUSSION OF THE CLASS XP STRIP RATES AND THE RATE
APPLICABLE TO THE CLASS XP CERTIFICATES, SEE "DESCRIPTION OF THE
CERTIFICATES--CERTIFICATE BALANCES AND NOTIONAL AMOUNTS" IN THIS PROSPECTUS
SUPPLEMENT.


                                      S-15


     Following the [ ] distribution date, the Class XP Certificates will cease
to accrue interest. In connection therewith, the Class XP Certificates will
have a 0% pass-through rate for the [ ] distribution date and for each
distribution date thereafter.

     The pass-through rate applicable to the Class XC Certificates for the
initial distribution date will equal approximately [ ]% per annum. The
pass-through rate for the Class XC Certificates for any interest accrual period
subsequent to the initial distribution date will equal the weighted average of
the respective strip rates, which we refer to as the Class XC strip rates, at
which interest accrues from time to time on the respective components of the
notional amount of the Class XC Certificates outstanding immediately prior to
the related distribution date, with the relevant weighting to be done based
upon the relative sizes of those components. Each of those components will be
comprised of all or a designated portion of the certificate balance of one of
the classes of certificates. In general, the certificate balance of certain
classes of certificates will constitute a separate component of the notional
amount of the Class XC Certificates; provided that, if a portion, but not all,
of the certificate balance of any particular class of Certificates is
identified under "Description of the Certificates--Certificate Balances and
Notional Amounts" in this prospectus supplement as being part of the notional
amount of the Class XP Certificates immediately prior to any distribution date,
then that identified portion of such certificate balance will represent one or
more separate components of the notional amount of the Class XC Certificates
for purposes of calculating the accrual of interest during the related interest
accrual period, and the remaining portion of such certificate balance will also
represent one or more other separate components of the Class XC Certificates
for purposes of calculating the accrual of interest during the related interest
accrual period.

     FOR A MORE DETAILED DISCUSSION OF THE CLASS XC STRIP RATES AND THE RATE
APPLICABLE TO THE CLASS XC CERTIFICATES, SEE "DESCRIPTION OF THE
CERTIFICATES--CERTIFICATE BALANCES AND NOTIONAL AMOUNTS" IN THIS PROSPECTUS
SUPPLEMENT.

     For purposes of the accrual of interest on the Class XC Certificates for
each distribution date subsequent to the [ ] distribution date, the certificate
balance of each class of certificates (other than the Class PA, Class WB, Class
V, Class R-I, Class R-II, Class XC and Class XP Certificates) will constitute
one or more separate components of the notional amount of the Class XC
Certificates, and the applicable Class XC strip rate with respect to each such
component for each such interest accrual period will equal the excess, if any,
of (a) the weighted average net mortgage rate for such interest accrual period,
over (b) the pass-through rate in effect during such interest accrual period
for the class of certificates corresponding to such component.


DISTRIBUTIONS

     The total of all payments or other collections (or advances in lieu
thereof) on or in respect of the mortgage loans (but excluding prepayment
premiums, yield maintenance charges and excess interest, each as described in
this prospectus supplement) that are available for distributions of interest on
and principal of the certificates on any distribution date is herein referred
to as the available distribution amount for such date. See "Description of the
Certificates--Distributions--The Available Distribution Amount" in this
prospectus supplement. On each distribution date, the trustee will apply the
available distribution amount for such date for the following purposes and in
the following order of priority:


 A. Amount and Order of Distributions

     First, Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB, Class
A-4, Class XC and Class XP Certificates. To pay interest, concurrently, on
Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB, Class A-4, Class XC
and Class XP Certificates, pro rata, in accordance with their interest
entitlements.

     Second, Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB and Class
A-4 Certificates: To the extent of amounts then required to be distributed as
principal, (i) first, to the Class A-SB Certificates, available principal,
until the principal balance of the Class A-SB Certificates is reduced to the
planned principal balance set forth in the table on Annex D to this prospectus
supplement; (ii) then, to the Class A-1


                                      S-16


Certificates, available principal remaining after the above distribution on the
Class A-SB Certificates has been made, until the principal balance of the Class
A-1 Certificates is reduced to zero; (iii) then, to the
Class A-2 Certificates, available principal remaining after the above
distributions on the Class A-1 and Class A-SB Certificates have been made,
until the principal balance of the Class A-2 Certificates is reduced to zero;
(iv) then, to the Class A-3A Certificates, available principal remaining after
the above distributions on the Class A-1, Class A-2 and Class A-SB Certificates
have been made, until the principal balance of the Class A-3A Certificates is
reduced to zero; (v) then, to the Class A-3B Certificates, available principal
remaining after the above distributions on the Class A-1, Class A-2, Class A-3A
and Class A-SB Certificates have been made, until the principal balance of the
Class A-3B Certificates is reduced to zero; (vi) then, to the Class A-SB
Certificates, available principal remaining after the above distributions on
the Class A-1, Class A-2, Class A-3A, Class A-3B and the planned principal
distribution pursuant to clause (i) above on the Class A-SB Certificates have
been made, until the principal balance of the Class A-SB Certificates is
reduced to zero; and (vii) then, to the Class A-4 Certificates, available
principal remaining after the above distributions on the Class A-1, Class A-2,
Class A-3A, Class A-3B and Class A-SB Certificates have been made, until the
principal balance of the Class A-4 Certificates is reduced to zero.

     Third, Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB and Class
A-4 Certificates: To reimburse Class A-1, Class A-2, Class A-3A, Class A-3B,
Class A-SB and Class A-4 Certificates, pro rata, for any previously
unreimbursed losses on the mortgage loans allocable to principal that were
previously borne by those classes.

     Fourth, Class A-M Certificates: To Class A-M Certificates as follows: (a)
interest on Class A-M Certificates in the amount of its interest entitlement;
(b) to the extent of funds available for principal, to principal on Class A-M
Certificates until reduced to zero; and (c) to reimburse Class A-M Certificates
for any previously unreimbursed losses on the mortgage loans allocable to
principal that were previously borne by that Class.

     Fifth, Class A-J Certificates: To Class A-J Certificates in a manner
analogous to the Class A-M Certificates allocations of priority Fourth above.

     Sixth, Class B Certificates: To Class B Certificates in a manner analogous
to the Class A-M Certificates allocations of priority Fourth above.

     Seventh, Class C Certificates: To Class C Certificates in a manner
analogous to the Class A-M Certificates allocations of priority Fourth above.

     Eighth, Class D Certificates: To Class D Certificates in a manner
analogous to the Class A-M Certificates allocations of priority Fourth above.

     Ninth, Class E Certificates: To Class E Certificates in a manner analogous
to the Class A-M Certificates allocations of priority Fourth above.

     Finally, Private Certificates: To the Private Certificates (other than the
Class XC, the Class PA, the Class WB, the Class V, the Class R-I and the Class
R-II Certificates) in the amounts and order of priority provided for in the
pooling and servicing agreement.

     The distributions referred to in priority Second above will be made, pro
rata, among the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB and
Class A-4 Certificates when the certificate balances of all other certificates
having certificate balances have been reduced to zero and in any event on the
final distribution date as described under "Description of the
Certificates--Distributions--The Available Distribution Amount" in this
prospectus supplement.

 B. Interest and Principal Entitlements

     A description of each class's interest entitlement can be found in
"Description of the Certificates--
Distributions--Distributable Certificate Interest" in this prospectus
supplement. As described in such section, there are circumstances in which your
interest entitlement for a distribution date could be less than one full
month's interest at the pass-through rate on your certificate's principal
amount.

     The amount of principal required to be distributed to the classes entitled
to principal on a particular distribution date also can be found in
"Description of the Certificates--Distributions--Principal Distribution Amount"
in this prospectus supplement.


                                      S-17


 C. Prepayment Premiums

     The manner in which any prepayment premiums and yield maintenance charges
received during a particular collection period will be allocated to one or more
of the classes of offered certificates is described in "Description of the
Certificates--Distributions--Distributions of Prepayment Premiums" in this
prospectus supplement.


SUBORDINATION

 A. General

     The chart below describes the manner in which the rights of various
classes will be senior to the rights of other classes. Entitlement to receive
principal and interest on any distribution date is depicted in descending
order. The manner in which mortgage loan losses are allocated is depicted in
ascending order; provided that mortgage loan losses will not be allocated to
the Class PA Certificates (other than mortgage loan losses on the PA Pari Passu
Note A-1 Component Mortgage Loan), the Class WB Certificates (other than
mortgage loan losses on the WB Component Mortgage Loan), the Class V, Class R-I
or Class R-II Certificates. Mortgage loan losses that are realized on the PA
Pari Passu Note A-1 Component Mortgage Loan will be allocated to the Class PA
Certificates before being allocated to any other class of Certificates.
Mortgage loan losses that are realized on the WB Component Mortgage Loan will
be allocated to the Class WB Certificates before being allocated to any other
class of Certificates. No principal payments or loan losses will be allocated
to the Class V, the Class XC or the Class XP Certificates. However, the
notional amount of the Class XC and Class XP Certificates (which is used to
calculate interest due on the Class XC and Class XP Certificates) will
effectively be reduced by the allocation of principal payments and loan losses
to the other classes of certificates, the principal balances of which
correspond to the notional amount of the Class XC and Class XP Certificates.
















                                      S-18


                CLASS A-1 CERTIFICATES, CLASS A-2 CERTIFICATES,
                CLASS A-3 CERTIFICATES, CLASS A-3B CERTIFICATES,
              CLASS A-SB CERTIFICATES,(1) CLASS A-4 CERTIFICATES,
             CLASS XC CERTIFICATES(2) AND CLASS XP CERTIFICATES(2)

                             CLASS A-M CERTIFICATES

                             CLASS A-J CERTIFICATES

                              CLASS B CERTIFICATES

                              CLASS C CERTIFICATES

                              CLASS D CERTIFICATES

                              CLASS E CERTIFICATES

                           PRIVATE CERTIFICATES(3)(4)
                                (OTHER THAN THE
                             CLASS XC CERTIFICATES)

   (1)   The Class A-SB Certificates have a certain priority with respect to
         being paid down to their planned principal balance on any distribution
         date as described in this prospectus supplement.

   (2)   The Class XC and Class XP Certificates will be senior only with
         respect to payments of interest and will not be entitled to receive
         any payments in respect of principal.

   (3)   The Class PA Certificates will be subordinate to the offered
         certificates only with respect to payments and other collections
         received on the PA Pari Passu Note A-1 Component Mortgage Loan (the PA
         Certificates are also subordinate to the PA Pari Passu Note A-2).

   (4)   The Class WB Certificates will be subordinate to the offered
         certificates only with respect to payments and other collections
         received on the WB Component Mortgage Loan.

     No other form of credit enhancement will be available for the benefit of
the holders of the offered certificates.

     See "Description of the Certificates--Subordination; Allocation of Losses
and Certain Expenses" in this prospectus supplement.


                                      S-19


 B.  Shortfalls in Available Funds

     The following types of shortfalls in available funds will be allocated in
the same manner as mortgage loan losses:

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

    o shortfalls resulting from interest on advances of principal and interest
     or property expenses made by the master servicer, the special servicer,
     the trustee or the fiscal agent;

    o shortfalls resulting from extraordinary expenses of the trust;

    o shortfalls resulting from a reduction of a mortgage loan's interest rate
     or principal amount by a bankruptcy court or from other unanticipated or
     default-related expenses of the trust; and

    o shortfalls due to nonrecoverable advances being reimbursed from
     principal and/or interest collections.

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


ADVANCES OF PRINCIPAL AND INTEREST

 A. P&I Advances

     The master servicer (or the trustee or the fiscal agent, if applicable) is
required to advance delinquent monthly mortgage loan payments if it determines
that the advance will be recoverable. The master servicer (or the trustee or
the fiscal agent, if applicable) will not advance balloon payments due at
maturity, late payment charges or default interest. The master servicer (or the
trustee or the fiscal agent, if applicable) also is not required to advance
prepayment or yield maintenance premiums. If an advance is made, the master
servicer will not advance its servicing fee, but will advance the trustee's
fee.


 B. Property Protection Advances

     The master servicer (or the trustee or the fiscal agent, if applicable)
may also be required to make advances to pay delinquent real estate taxes,
assessments and hazard insurance premiums and similar expenses necessary to
protect and maintain a mortgaged property, to maintain the lien on a mortgaged
property or enforce the related mortgage loan documents.


 C. Interest on Advances

     The master servicer, the trustee and the fiscal agent, as applicable, will
be entitled to interest as described in this prospectus supplement on any of
the advances referenced in the two immediately preceding paragraphs above,
other than for advances referenced under the above Paragraph A of payments not
delinquent past applicable grace periods. Interest accrued on any of these
outstanding advances may result in reductions in amounts otherwise payable on
the certificates.

     See "Description of the Certificates--P&I Advances" and "Servicing of the
Mortgage Loans-- Servicing and Other Compensation and Payment of Expenses" in
this prospectus supplement and "Description of the Certificates--Advances in
Respect of Delinquencies" and "The Pooling and Servicing
Agreements--Certificate Account" in the accompanying prospectus.


OTHER ASPECTS OF THE OFFERED CERTIFICATES

 A. Denominations

     The Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB, Class A-4,
Class A-M and Class A-J Certificates will be offered in minimum denominations
of $10,000 initial principal amount. The Class B, Class C, Class D and Class E
Certificates will be offered in minimum denominations of $100,000 initial
principal amount. Investments in excess of the minimum denominations may be
made in multiples of $1. The Class XP Certificates will be offered in minimum
denominations of $1,000,000 initial notional amount.


                                      S-20


 B. Registration, Clearance and Settlement

     Each class of offered certificates will be registered in the name of Cede
& Co., as nominee of The Depository Trust Company. The book-entry system
through The Depository Trust Company may be terminated with respect to all or
any portion of any class of offered certificates.

     See "Description of the Certificates--Registration and Denominations" in
this prospectus supplement and "Description of the Certificates--Book-Entry
Registration and Definitive Certificates" in the accompanying prospectus.


TERMINATION

     On any distribution date on which the aggregate principal balance of the
pool of mortgage loans remaining in the trust is less than 1.0% of the aggregate
unpaid balance of the mortgage loans as of the cut-off date, certain entities
specified in this prospectus supplement will have the option to purchase all of
the remaining mortgage loans at the price specified in this prospectus
supplement (and all property acquired through exercise of remedies in respect of
any mortgage loan). Exercise of this option will terminate the trust and retire
the then outstanding certificates. See "Description of the Certificates--
Termination" in this prospectus supplement and "Description of the Certificates
--Termination" in the accompanying prospectus.


TAX STATUS

     Elections will be made to treat designated portions of the trust (other
than excess interest) as two separate real estate mortgage investment conduits,
referred to in this prospectus supplement as REMICs--REMIC I and REMIC II--for
federal income tax purposes. In addition, a separate REMIC election will also
be made with respect to the PA Pari Passu Note A-1 Component Mortgage Loan and
the WB Component Mortgage Loan, referred to in this prospectus supplement as
the Component Mortgage Loan REMIC. The senior component of each of the PA Pari
Passu Note A-1 Component Mortgage Loan and the WB Component Mortgage Loan and
each class of the Class PA and Class WB Certificates will represent "regular
interests" in the Component Mortgage Loan REMIC. In the opinion of counsel,
such portions of the trust will qualify for this treatment. The portion of the
trust consisting of the excess interest will be treated as a grantor trust for
federal income tax purposes and will be beneficially owned by the Class V
Certificates.

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

     o    Each class of offered certificates will constitute "regular interests"
          in REMIC II.

     o    The regular interests will be treated as newly originated debt
          instruments for federal income tax purposes.

     o    Beneficial owners will be required to report income on the offered
          certificates in accordance with the accrual method of accounting.

     o    It is anticipated that the Class [ ] Certificates will be issued at a
          premium, that the Class [ ] and Class [ ] Certificates will be issued
          with a de minimis amount of original issue discount and that the Class
          XP and the Class [ ] Certificates will be issued with more than a de
          minimis amount of original issue discount for federal income tax
          purposes.

     See "Certain Federal Income Tax Consequences" in this prospectus
supplement and in the accompanying prospectus.


ERISA CONSIDERATIONS

     Subject to important considerations described under "Certain ERISA
Considerations" in this prospectus supplement and in the accompanying
prospectus, the depositor expects the offered certificates to be eligible for
purchase by persons investing assets of employee benefit plans or individual
retirement accounts. A benefit plan fiduciary considering the purchase of any
offered certificates should consult with its counsel to determine whether all
required conditions have been satisfied.


                                      S-21


     See "Certain ERISA Considerations" in this prospectus supplement and in
the accompanying prospectus.


LEGAL INVESTMENT

     The offered certificates will not constitute "mortgage related securities"
for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as
amended. If your investment activities are subject to legal investment laws and
regulations, regulatory capital requirements or review by regulatory
authorities, then you may be subject to restrictions on investment in the
offered certificates. You should consult your own legal advisors for assistance
in determining the suitability of and consequences to you of the purchase,
ownership and sale of the offered certificates.

     See "Legal Investment" in this prospectus supplement and in the
accompanying prospectus.


CERTIFICATE RATINGS

     It is a requirement for issuance of the offered certificates that they
receive credit ratings no lower than the following credit ratings from Moody's
Investors Service, Inc. and Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc.:

                                                              MOODY'S     S&P
                                                             ---------   -----
 Class A-1 ...............................................      Aaa       AAA
 Class A-2 ...............................................      Aaa       AAA
 Class A-3A ..............................................      Aaa       AAA
 Class A-3B ..............................................      Aaa       AAA
 Class A-SB ..............................................      Aaa       AAA
 Class A-4 ...............................................      Aaa       AAA
 Class A-M ...............................................      Aaa       AAA
 Class A-J ...............................................      Aaa       AAA
 Class XP ................................................      Aaa       AAA
 Class B .................................................      Aa1       AA+
 Class C .................................................      Aa2        AA
 Class D .................................................      Aa3       AA--
 Class E .................................................       A2        A

     The ratings of the offered certificates address the likelihood of the
timely payment of interest and the ultimate repayment of principal by the rated
final distribution date. A security rating does not address the frequency of
prepayments (either voluntary or involuntary) or the possibility that
certificateholders might suffer a lower than anticipated yield, nor does a
security rating address the likelihood of receipt of prepayment premiums or
yield maintenance charges or the collection of excess interest.

     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. Any such revision, if negative, or withdrawal of a rating
could have a material adverse effect on the affected class of offered
certificates. See "Ratings" in this prospectus supplement and "Rating" in the
accompanying prospectus for a discussion of the basis upon which ratings are
assigned, the limitations and restrictions on ratings, and conclusions that
should not be drawn from a rating.


                                      S-22


                                  RISK FACTORS

o    YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS BEFORE MAKING AN
     INVESTMENT DECISION. IN PARTICULAR, DISTRIBUTIONS ON YOUR CERTIFICATES WILL
     DEPEND ON PAYMENTS RECEIVED ON AND OTHER RECOVERIES WITH RESPECT TO THE
     MORTGAGE LOANS. THEREFORE, YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS
     RELATING TO THE MORTGAGE LOANS AND THE MORTGAGED PROPERTIES.

o    THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES RELATING
     TO YOUR CERTIFICATES. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY
     KNOWN TO US OR THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR YOUR
     INVESTMENT.

o    IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, YOUR INVESTMENT COULD BE
     MATERIALLY AND ADVERSELY AFFECTED.

 o THIS PROSPECTUS SUPPLEMENT ALSO CONTAINS FORWARD-LOOKING STATEMENTS THAT
   INVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS COULD DIFFER MATERIALLY
   FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF
   CERTAIN FACTORS, INCLUDING THE RISKS DESCRIBED BELOW AND ELSEWHERE IN THIS
   PROSPECTUS SUPPLEMENT.


                       RISKS RELATED TO THE CERTIFICATES

YOUR LACK OF CONTROL OVER THE
 TRUST FUND CAN CREATE RISK...   You and other certificateholders generally do
                                 not have the right to make decisions with
                                 respect to the administration of the trust. See
                                 "Servicing of the Mortgage Loans--
                                 General" in this prospectus supplement. Such
                                 decisions are generally made, subject to the
                                 express terms of the pooling and servicing
                                 agreement, by the master servicer, the
                                 trustee, the fiscal agent or the special
                                 servicer, as applicable. Any decision made by
                                 one of those parties in respect of the trust,
                                 even if such decision is determined to be in
                                 your best interests by such party, may be
                                 contrary to the decision that you or other
                                 certificateholders would have made and may
                                 negatively affect your interests.
POTENTIAL CONFLICTS
 OF INTEREST...................  The special servicer will have latitude in
                                 determining whether to liquidate or modify
                                 defaulted mortgage loans. See "Servicing of the
                                 Mortgage Loans--Modifications, Waivers,
                                 Amendments and Consents" in this prospectus
                                 supplement. DSHI Opco LLC, which we anticipate
                                 will be the initial directing
                                 certificateholder, is an affiliate of the
                                 special servicer.

                                 The master servicer, the special servicer or
                                 an affiliate of either may purchase certain of
                                 the certificates or hold certain companion
                                 mortgage loans which are part of a split loan
                                 structure but which are not held in the trust
                                 fund or hold certain mezzanine debt related to
                                 the mortgage loans. In addition, the holder of
                                 certain of the non-offered certificates has
                                 the right to remove a special servicer and
                                 appoint a successor, which may be an affiliate
                                 of such holder. It is possible that the
                                 special servicers or affiliates thereof may be
                                 holders of such non-offered certificates. This
                                 could cause a conflict between the master
                                 servicer's or the special servicer's duties to
                                 the trust under the pooling and servicing
                                 agreement and its interest as a holder of a
                                 certificate or a


                                      S-23


                                 companion mortgage loan. In addition, the
                                 master servicer is a mortgage loan seller.
                                 This could cause a conflict between the master
                                 servicer's duty to the trust under the pooling
                                 and servicing agreement and its interest as
                                 the mortgage loan seller. However, the pooling
                                 and servicing agreement provides that the
                                 mortgage loans shall be administered in
                                 accordance with the servicing standards
                                 without regard to ownership of any certificate
                                 by the master servicer, the special servicer
                                 or any affiliate of the master servicer or the
                                 special servicer. See "Servicing of the
                                 Mortgage Loans --General" in this prospectus
                                 supplement.

                                 Additionally, any of those parties may,
                                 especially if it holds the non-offered
                                 certificates, or has financial interests in,
                                 or other financial dealings with, a borrower
                                 or sponsor under any of the mortgage loans,
                                 have interests when dealing with the mortgage
                                 loans that are in conflict with the interests
                                 of holders of the offered certificates. For
                                 instance, if the special servicer or an
                                 affiliate holds non-offered certificates, the
                                 special servicer could seek to reduce the
                                 potential for losses allocable to those
                                 certificates from a troubled mortgage loan by
                                 deferring acceleration in hope of maximizing
                                 future proceeds. The special servicer might
                                 also seek to reduce the potential for such
                                 losses by accelerating earlier than necessary
                                 to avoid advance interest or additional trust
                                 fund expenses. Either action could result in
                                 less proceeds to the trust than would be
                                 realized if alternate action had been taken.
                                 In general, a servicer is not required to act
                                 in a manner more favorable to the offered
                                 certificates or any particular class of
                                 offered certificates than to the non-offered
                                 certificates.

                                 Additionally, each of the master servicer, the
                                 sub-servicers and the special servicer
                                 currently services or will, in the future,
                                 service, in the ordinary course of its
                                 business, existing and new loans for third
                                 parties, including portfolios of loans similar
                                 to the mortgage loans that will be included in
                                 the trust. The real properties securing these
                                 other loans may be in the same markets as, and
                                 compete with, certain of the real properties
                                 securing the mortgage loans that will be
                                 included in the trust. Consequently, personnel
                                 of the master servicer, the sub-servicers and
                                 the special servicer may perform services, on
                                 behalf of the trust, with respect to the
                                 mortgage loans at the same time as they are
                                 performing services, on behalf of other
                                 persons, with respect to other mortgage loans
                                 secured by properties that compete with the
                                 mortgaged properties securing the mortgage
                                 loans. This may pose inherent conflicts for
                                 the master servicer, the sub-servicers and the
                                 special servicer.

                                      S-24


                                 In addition, certain of the mortgage loans
                                 included in the trust fund may have been
                                 refinancings of debt previously held by a
                                 mortgage loan seller or an affiliate of a
                                 mortgage loan seller.

                                 The mortgage loan seller or its affiliates may
                                 also 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. The
                                 mortgage loan seller and its affiliates have
                                 made or may make or have preferential rights
                                 to make loans to, or equity investments in,
                                 affiliates of the borrowers under the mortgage
                                 loans.

                                 In addition, a mortgage loan seller may hold
                                 mezzanine debt related to a borrower, but
                                 which is not held in the trust fund.

                                 The related property managers and borrowers
                                 may experience conflicts of interest in the
                                 management and/or ownership of the real
                                 properties securing the mortgage loans
                                 because:

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

                                  o certain of the mortgaged real properties
                                    are self-managed by the borrowers
                                    themselves;

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

                                  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 competing
                                    properties.


PREPAYMENTS WILL AFFECT DISTRIBUTIONS
 AND YIELD CONSIDERATIONS.....   The yield on any offered certificate will
                                 depend on (a) the price at which such
                                 certificate is purchased by an investor and (b)
                                 the rate, timing and amount of distributions on
                                 such certificate. The rate, timing and amount
                                 of distributions on any offered certificate
                                 will, in turn, depend on, among other things:

                                  o the pass-through rate for such certificate;


                                  o the rate and timing of principal payments
                                    (including principal prepayments) and other
                                    principal collections on or in respect of
                                    the mortgage loans and the extent to which
                                    such amounts are to be applied or otherwise
                                    result in a reduction of the certificate
                                    balance of the class of certificates to
                                    which such certificate belongs;

                                  o the rate, timing and severity of realized
                                    losses and additional trust fund expenses
                                    (each as described in this prospectus
                                    supplement) and the extent to which


                                      S-25


                                    such losses and expenses result in the
                                    failure to pay interest on, or a reduction
                                    of the certificate balance of, the class of
                                    certificates to which such certificate
                                    belongs;

                                  o the timing and severity of any net
                                    aggregate prepayment interest shortfalls
                                    (each as described in this prospectus
                                    supplement) and the extent to which such
                                    shortfalls are allocated in reduction of
                                    the distributable certificate interest
                                    payable on the class of certificates to
                                    which such certificate belongs;

                                  o the extent to which prepayment premiums and
                                    yield maintenance charges are collected
                                    and, in turn, distributed on the class of
                                    certificates to which such certificate
                                    belongs; and

                                  o the rate and timing of reimbursement of
                                    advances.

                                 It is impossible to predict with certainty any
                                 of the factors described in the preceding
                                 paragraph. Accordingly, investors may find it
                                 difficult to analyze the effect that such
                                 factors might have on the yield to maturity of
                                 any class of offered certificates. See
                                 "Description of the Mortgage Pool",
                                 "Description of the Certificates--
                                 Distributions" and "--Subordination;
                                 Allocation of Losses and Certain Expenses" and
                                 "Yield and Maturity Considerations" in this
                                 prospectus supplement. See also "Yield and
                                 Maturity Considerations" in the accompanying
                                 prospectus.


PREPAYMENT AND REPURCHASES MAY
 AFFECT THE YIELD TO MATURITY OF
 YOUR CERTIFICATES ..........    The yield to maturity on your certificates will
                                 depend, in significant part, upon the rate and
                                 timing of principal payments on the mortgage
                                 loans. For this purpose, principal payments
                                 include both voluntary prepayments, if
                                 permitted, and involuntary prepayments, such as
                                 prepayments resulting from casualty or
                                 condemnation, defaults and liquidations and
                                 purchases or repurchases upon breaches of
                                 representations and warranties.

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

                                 Voluntary prepayments, if permitted, generally
                                 require payment of a prepayment premium or a
                                 yield maintenance charge. Nevertheless, we
                                 cannot assure you that the related borrowers
                                 will refrain from prepaying their mortgage
                                 loans due to the existence of a prepayment
                                 premium or yield maintenance charge. Also, we
                                 cannot assure you that involuntary prepayments
                                 will not occur.

                                 The terms of six of the mortgage loans,
                                 representing 22.9% of the initial pool
                                 balance, in connection with a partial or
                                 complete release of the related mortgaged


                                      S-26


                                 property, permit either (a) a voluntary
                                 partial defeasance or a partial prepayment at
                                 any time with the delivery of the defeasance
                                 collateral or (b) the payment of a prepayment
                                 premium or the payment of a yield maintenance
                                 charge, as applicable, or (c) such a release
                                 at any time without requiring a prepayment
                                 premium or yield maintenance charge. See
                                 "Description of the Mortgage Pool--Release or
                                 Substitution of Properties" in this prospectus
                                 supplement.

                                 The rate at which voluntary prepayments occur
                                 on the mortgage loans will be affected by a
                                 variety of factors, including:

                                  o the terms of the mortgage loans;

                                  o the length of any prepayment lockout
                                    period;

                                  o the level of prevailing interest rates;

                                  o the availability of mortgage credit;

                                  o the applicable prepayment premiums or yield
                                    maintenance charges;

                                  o the master servicer's or special servicer's
                                    ability to enforce those charges or
                                    premiums;

                                  o the occurrence of casualties or natural
                                    disasters; and

                                  o economic, demographic, tax, legal or other
                                    factors.

                                 No prepayment premium or yield maintenance
                                 charge will be generally required for
                                 prepayments in connection with a casualty or
                                 condemnation. In addition, if a mortgage loan
                                 seller repurchases any mortgage loan from the
                                 trust due to a material breach of
                                 representations or warranties or a material
                                 document defect, the repurchase price paid
                                 will be passed through to the holders of the
                                 certificates with the same effect as if the
                                 mortgage loan had been prepaid in part or in
                                 full, except that no prepayment premium or
                                 yield maintenance charge would be payable. The
                                 repurchase price paid by a mortgage loan
                                 seller may not include a liquidation fee if
                                 purchased within the timeframe set forth in
                                 the pooling and servicing agreement. Such a
                                 repurchase may therefore adversely affect the
                                 yield to maturity on your certificates.

                                 The yield to maturity of the Class XP
                                 Certificates will be highly sensitive to the
                                 rate and timing of principal payments
                                 (including by reason of prepayments, loan
                                 extensions, defaults and liquidations) and
                                 losses on the mortgage loans. Investors in the
                                 Class XP Certificates should fully consider
                                 the associated risks, including the risk that
                                 an extremely rapid rate of amortization,
                                 prepayment or other liquidation of the
                                 mortgage loans could result in the failure of
                                 such investors to recoup fully their initial
                                 investments. No representation is made as to
                                 the anticipated rate of prepayments on the
                                 mortgage loans or as to the anticipated yield
                                 to maturity of any


                                      S-27


                                 Certificate. See "Yield and Maturity
                                 Considerations--Yield Sensitivity of the Class
                                 XP Certificates" in this prospectus
                                 supplement.

                                 In the case of the Class XP Certificates, and
                                 any class of certificates purchased at a
                                 premium, if principal payments on the mortgage
                                 loans occur at a rate faster than anticipated
                                 at the time of purchase, then (to the extent
                                 that the required prepayment premiums or yield
                                 maintenance charges are not received or are
                                 distributable to a different class of
                                 certificates) the investors' actual yield to
                                 maturity will be lower than that assumed at
                                 the time of purchase.


BORROWER DEFAULTS MAY ADVERSELY
 AFFECT YOUR YIELD............   The rate and timing of delinquencies or
                                 defaults on the mortgage loans will affect:

                                  o the aggregate amount of distributions on
                                    the offered certificates;

                                  o their yield to maturity;

                                  o the rate of principal payments; and

                                  o their weighted average life.

                                 If losses on the mortgage loans exceed the
                                 aggregate principal amount of the classes of
                                 certificates subordinated to a particular
                                 class, such class will suffer a loss equal to
                                 the full amount of such excess (up to the
                                 outstanding principal amount of such
                                 certificate).

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

                                 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. The effect
                                 on the weighted average life and yield to
                                 maturity of your certificates will depend upon
                                 the characteristics of the remaining mortgage
                                 loans.

                                 The yield to maturity of the Class XC and
                                 Class XP Certificates will be highly sensitive
                                 to the rate and timing of principal payments
                                 (including by reason of prepayments, loan
                                 extensions, defaults and liquidations) and
                                 losses on or in respect of the mortgage loans.
                                 Investors in the Class XC and Class XP
                                 Certificates should


                                      S-28


                                 fully consider the associated risks, including
                                 the risk that an extremely rapid rate of
                                 amortization, prepayment or other liquidation
                                 of the mortgage loans could result in the
                                 failure of such investors to recoup fully
                                 their initial investments.

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

                                 Additionally, the courts of any state may
                                 refuse the foreclosure of a mortgage or deed
                                 of trust when an acceleration of the
                                 indebtedness would be inequitable or unjust or
                                 the circumstances would render the action
                                 unconscionable.

THE BORROWER'S FORM OF ENTITY
 MAY CAUSE SPECIAL RISKS......   Most of the borrowers are legal entities
                                 rather than individuals. 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 that typically are required in order
                                 for them to be viewed under standard rating
                                 agency criteria as "special purpose entities."
                                 In addition, certain mortgage loans may not
                                 have borrower principals. 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.

                                 Many of the borrowers are not special purpose
                                 entities structured to limit the possibility
                                 of becoming insolvent or bankrupt, and
                                 therefore may be more likely to become
                                 insolvent or the subject of a voluntary or
                                 involuntary bankruptcy proceeding because such
                                 borrowers may be:


                                      S-29


                                  o operating entities with businesses distinct
                                    from the operation of the mortgaged
                                    property with the associated liabilities
                                    and risks of operating an ongoing business;
                                    or

                                  o individuals that have personal liabilities
                                    unrelated to the mortgaged 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 provide assurances 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.

                                 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. In this respect, 13 sets of
                                 mortgage loans containing, in the aggregate,
                                 55 mortgage loans and representing 27.2% of
                                 the initial pool balance, are made to
                                 affiliated borrowers. See "Certain Legal
                                 Aspects of Mortgage Loans--Bankruptcy Laws" in
                                 the accompanying prospectus.

                                 In addition, with respect to nine mortgage
                                 loans, representing 5.8% of the initial pool
                                 balance, the borrower owns the related
                                 mortgaged property as tenants in common. See
                                 also "Risk Factors--Risks Related to the
                                 Mortgage Loans--Tenancies in Common May Hinder
                                 or Delay Recovery" in this prospectus
                                 supplement. These mortgage loans may be
                                 subject to prepayment, including during
                                 periods when prepayment might otherwise be
                                 prohibited, as a result of partition. Although
                                 some of the related borrowers have purported
                                 to waive any right of partition, we cannot
                                 assure you that any such waiver would be
                                 enforced by a court of competent jurisdiction.



BANKRUPTCY PROCEEDINGS
 ENTAIL CERTAIN RISK..........   Under federal bankruptcy law, the filing of a
                                 petition in bankruptcy by or against a borrower
                                 will stay the commencement or continuation of a
                                 foreclosure action and delay the sale of the
                                 real property owned by that borrower. In
                                 addition, even if a court determines that the
                                 value of the mortgaged property is less than
                                 the principal balance of the mortgage loan it
                                 secures, the court may prevent a lender from
                                 foreclosing on the mortgaged property (subject
                                 to certain protections available to the


                                      S-30


                                 lender). As part of a restructuring plan, a
                                 court also may reduce the amount of secured
                                 indebtedness to the then-value of the
                                 mortgaged property, which action would make
                                 the lender a general unsecured creditor for
                                 the difference between the then-current value
                                 and the amount of its outstanding mortgage
                                 indebtedness. A bankruptcy court also may: (1)
                                 grant a debtor a reasonable time to cure a
                                 payment default on a mortgage loan; (2) reduce
                                 periodic payments due under a mortgage loan;
                                 (3) change the rate of interest due on a
                                 mortgage loan; or (4) otherwise alter the
                                 mortgage loan's repayment schedule.

                                 Moreover, the filing of a petition in
                                 bankruptcy by, or on behalf of, a junior
                                 lienholder may stay the senior lienholder from
                                 taking action to foreclose on the junior lien.
                                 Additionally, the borrower's trustee or the
                                 borrower, as debtor-in-possession, has certain
                                 special powers to avoid, subordinate or
                                 disallow debts. In certain circumstances, the
                                 claims of the securitization trustee may be
                                 subordinated to financing obtained by a
                                 debtor-in-possession subsequent to its
                                 bankruptcy.

                                 Under federal bankruptcy law, the mortgagee
                                 will be stayed from enforcing a borrower's
                                 assignment of rents and leases. Federal
                                 bankruptcy law also may interfere with the
                                 master servicer's or special servicer's
                                 ability to enforce lockbox requirements. The
                                 legal proceedings necessary to resolve these
                                 issues can be time consuming and may
                                 significantly delay or diminish the receipt of
                                 rents. Rents also may escape an assignment to
                                 the extent they are used by the borrower to
                                 maintain the mortgaged property or for other
                                 court authorized expenses.

                                 As a result of the foregoing, the 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.

                                 Certain mortgage loans may have sponsors that
                                 have previously filed for bankruptcy
                                 protection, which in some cases may have
                                 involved the same property that currently
                                 secures the mortgage loan. In each case, the
                                 related entity or person has emerged from
                                 bankruptcy. However, we cannot assure you that
                                 such sponsors will not be more likely than
                                 other sponsors to utilize their rights in
                                 bankruptcy in the event of any threatened
                                 action by the mortgagee to enforce its rights
                                 under the related loan documents.
ADDITIONAL COMPENSATION TO THE
 SERVICER WILL AFFECT YOUR RIGHT
 TO RECEIVE DISTRIBUTIONS.....   To the extent described in this prospectus
                                 supplement, the master servicer, the special
                                 servicer, the trustee or the fiscal agent, as
                                 applicable, will be entitled to receive
                                 interest on unreimbursed advances. This
                                 interest will


                                      S-31


                                 generally accrue from the date on which the
                                 related advance is made or the related expense
                                 is incurred through the date of reimbursement.
                                 In addition, under certain circumstances,
                                 including delinquencies in the payment of
                                 principal and interest, a mortgage loan will
                                 be specially serviced and the special servicer
                                 will be entitled to compensation for special
                                 servicing activities. The right to receive
                                 interest on advances or special servicing
                                 compensation is senior to the rights of
                                 certificateholders to receive distributions on
                                 the offered certificates. The payment of
                                 interest on advances and the payment of
                                 compensation to the special servicer may lead
                                 to shortfalls in amounts otherwise
                                 distributable on your certificates.


LIQUIDITY FOR CERTIFICATES MAY
 BE LIMITED...................   Your certificates will not be listed on any
                                 securities exchange or traded on the NASDAQ
                                 Stock Market, and there is currently no
                                 secondary market for your certificates. While
                                 the underwriters currently intend to make a
                                 secondary market in the offered certificates,
                                 they are not obligated to do so. Accordingly,
                                 you may not have an active or liquid secondary
                                 market for your certificates. Lack of liquidity
                                 could result in a substantial decrease in the
                                 market value of your certificates. Many other
                                 factors may affect the market value of your
                                 certificates including the then-prevailing
                                 interest rates.


MORTGAGE LOAN REPAYMENTS
 AND PREPAYMENTS
 WILL AFFECT PAYMENT..........   As principal payments or prepayments are made
                                 on a mortgage loan that is part of a pool of
                                 mortgage loans, the pool will be subject to
                                 more concentrated risks with respect to the
                                 diversity of mortgaged properties, types of
                                 mortgaged properties and number of borrowers,
                                 as described in this prospectus supplement.
                                 Classes of certificates that have a later
                                 sequential designation or a lower payment
                                 priority are more likely to be exposed to this
                                 concentration risk than are classes with an
                                 earlier sequential designation or a higher
                                 priority. This is the case because principal on
                                 the offered certificates is generally payable
                                 in sequential order, and no class entitled to
                                 distribution of principal generally receives
                                 principal until the principal amount of the
                                 preceding class or classes entitled to receive
                                 principal have been reduced to zero.


SUBORDINATION CREATES SPECIAL
 CONSIDERATIONS FOR INVESTORS IN
 SUBORDINATE OFFERED
 CERTIFICATES..................  As described in this prospectus supplement,
                                 unless your certificates are Class A-1, Class
                                 A-2, Class A-3A, Class A-3B, Class A-SB, Class
                                 A-4, Class XC or Class XP Certificates, your
                                 rights to receive distributions of amounts
                                 collected or advanced on or in respect of the


                                      S-32


                                 mortgage loans (other than with respect to the
                                 subordinate components of the PA Pari Passu
                                 Note A-1 Component Mortgage Loan and the WB
                                 Component Mortgage Loan) will be subordinated
                                 to those of the holders of the offered
                                 certificates with an earlier sequential
                                 designation. With respect to the PA Pari Passu
                                 Note A-1 Component Mortgage Loan, the rights
                                 of the holders of the PA Certificates to
                                 receive distributions of amounts collected on
                                 or in respect of the PA Pari Passu Note A-1
                                 Component Mortgage Loan senior component will
                                 be subordinated to those of the holders of the
                                 REMIC II Certificates. With respect to the WB
                                 Component Mortgage Loan, the rights of the
                                 holders of the WB Certificates to receive
                                 distributions of amounts collected or advanced
                                 on or in respect of the WB Component Mortgage
                                 Loan senior component will be subordinated to
                                 those of the holders of the REMIC II
                                 Certificates.


GRACE PERIODS UNDER THE MORTGAGE
 LOANS MAY IMPACT THE MASTER
 SERVICER'S OBLIGATION
 TO ADVANCE....................  The mortgage loans have grace periods for
                                 monthly payments ranging from zero to 15 days;
                                 provided, however, certain states by statute
                                 may override the terms of some mortgage loans
                                 and increase such grace periods. In some cases,
                                 such grace periods may run past the
                                 determination date. If borrowers pay at the end
                                 of such grace periods rather than on the due
                                 dates for such monthly payments, the master
                                 servicer will be required to make an advance
                                 for such monthly payment (and monthly servicing
                                 reports will show significant advances as a
                                 result) even though the borrower is not
                                 technically delinquent under the terms of its
                                 mortgage loan. No interest will accrue on these
                                 advances made by the master servicer until
                                 after the end of the related grace period. For
                                 purposes of the foregoing discussions, a grace
                                 period is the number of days before a late
                                 payment charge is due on a mortgage loan, which
                                 may be different from the date an event of
                                 default would occur under the mortgage loan.


RISKS TO THE MORTGAGED PROPERTIES
 RELATING TO TERRORIST ATTACKS
 AND FOREIGN CONFLICTS........   On September 11, 2001, the United States was
                                 subjected to multiple terrorist attacks which
                                 resulted in considerable uncertainty in the
                                 world financial markets. The terrorist attacks
                                 on the World Trade Center and the Pentagon
                                 suggest an increased likelihood that large
                                 public areas such as shopping malls or large
                                 office buildings could become the target of
                                 terrorist attacks in the future. The
                                 possibility of such attacks could (i) lead to
                                 damage to one or more of the mortgaged
                                 properties if any such attacks occur, (ii)
                                 result in higher costs for insurance premiums
                                 or make terrorism coverage unobtainable or
                                 (iii) impact leasing patterns or shopping
                                 patterns which could adversely impact leasing
                                 revenue and mall traffic and


                                      S-33


                                 percentage rent. As a result, the ability of
                                 the mortgaged properties to generate cash flow
                                 may be adversely affected. In addition, the
                                 United States is engaged in continuing
                                 military operations in Iraq, Afghanistan and
                                 elsewhere. It is uncertain what effect these
                                 operations will have on domestic and world
                                 financial markets, economies, real estate
                                 markets, insurance costs or business segments.
                                 The full impact of these events is not yet
                                 known but could include, among other things,
                                 increased volatility in the price of
                                 securities including the certificates. The
                                 terrorist attacks may also adversely affect
                                 the revenues or costs of operation of the
                                 mortgaged properties. With respect to shopping
                                 patterns, such events have significantly
                                 reduced air travel throughout the United
                                 States and, therefore, have had a negative
                                 effect on revenues in areas heavily dependent
                                 on tourism. The decrease in air travel may
                                 have a negative effect on certain of the
                                 mortgaged properties that are dependent on
                                 tourism or that are located in areas heavily
                                 dependent on tourism which could reduce the
                                 ability of the affected mortgaged properties
                                 to generate cash flow. The attacks also could
                                 result in higher costs for insurance or for
                                 security, particularly for larger properties.
                                 See "--Property Insurance May Not Protect Your
                                 Certificates from Loss in the Event of
                                 Casualty or Loss" below. Accordingly, these
                                 disruptions, uncertainties and costs could
                                 materially and adversely affect your
                                 investment in the certificates.


                      RISKS RELATED TO THE MORTGAGE LOANS


RISKS ASSOCIATED WITH COMMERCIAL
 LENDING MAY BE DIFFERENT THAN
 THOSE FOR
 RESIDENTIAL LENDING...........  The mortgaged properties consist solely of
                                 multifamily rental and commercial properties.
                                 Commercial and multifamily lending is generally
                                 viewed as exposing a lender to a greater risk
                                 of loss than residential one to four family
                                 lending because it usually involves larger
                                 loans to a single borrower or a group of
                                 related borrowers.

                                 The repayment of a commercial or multifamily
                                 loan is typically dependent upon the ability
                                 of the applicable property to produce cash
                                 flow through the collection of rents or other
                                 operating revenues. Even the liquidation value
                                 of a commercial property is determined, in
                                 substantial part, by the capitalization of the
                                 property's cash flow. However, net operating
                                 income can be volatile and may be insufficient
                                 to cover debt service on the loan at any given
                                 time.

                                 The net operating incomes and property values
                                 of the mortgaged properties may be adversely
                                 affected by a large number of factors. Some of
                                 these factors relate to the mortgaged
                                 properties themselves, such as:


                                      S-34


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

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

                                 o the proximity and attractiveness of
                                   competing properties;

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

                                 o increases in operating expenses;

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

                                 o dependence upon a single tenant and
                                   concentration of tenants in a particular
                                   business;

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

                                 o an increase in vacancy rates;

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

                                 o dependence on governmental programs that
                                   provide rental subsidies to tenants
                                   pursuant to tenant voucher programs, which
                                   vouchers may be used at other properties to
                                   influence tenant mobility; and

                                 o dependence upon governmental assistance
                                   programs and/or rent subsidies.

                                 Other factors are more general in nature, such
                                    as:

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

                                 o local real estate conditions, such as an
                                   oversupply of retail space, office space or
                                   multifamily housing;

                                 o demographic factors;

                                 o changes or continued weakness in specific
                                   industry segments;

                                 o the public perception of safety for
                                   customers and clients;

                                 o consumer confidence;

                                 o consumer tastes and preferences;

                                 o retroactive changes in building codes;

                                 o conversion of a property to an alternative
                                   use;

                                 o new construction in the market; and

                                 o number and diversity of tenants.

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


                                      S-35


                                 o the length of tenant leases;

                                 o the creditworthiness of tenants;

                                 o in the case of rental properties, the rate
                                   at which new rentals occur;

                                 o lease termination, rent abatement/offset,
                                   co-tenancy or exclusivity provisions of
                                   tenant leases;

                                 o tenant defaults;

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

                                 o in the case of government sponsored
                                   tenants, the right of the tenant in some
                                   instances to cancel a lease due to a lack
                                   of appropriations.

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

                                 As of the cut-off date the property types are
                                 as shown on the following table:

                                                                % OF
                                                 NUMBER OF      INITIAL
                                                 MORTGAGED       POOL
PROPERTY TYPE                                   PROPERTIES      BALANCE
--------------------------------------------   ------------   ----------
  Commercial ...............................        104           86.2%
  Multifamily ..............................         18           13.1
  Manufactured Housing Communities .........          3            0.6
                                                    ---          -----
  TOTAL ....................................        125          100.0%
                                                    ===          =====

                                 Lending on commercial properties and
                                  manufactured housing communities is generally
                                  perceived as involving greater risk than
                                  lending on the security of multifamily
                                  residential properties. Certain types of
                                  commercial properties and manufactured
                                  housing communities are exposed to particular
                                  kinds of risks. See "Risk Factors--Risks
                                  Related to the Mortgage Loans--Particular
                                  Property Types Present Special Risks" for
                                  risks particular to "--Office Properties",
                                  "--Retail Properties", "--Multifamily
                                  Properties", "--Hotel Properties",
                                  "--Industrial and Warehouse Properties",
                                  "--Other Properties", "--Self Storage
                                  Properties", and "--Manufactured Housing
                                  Communities" in this prospectus supplement.

                                      S-36


POOR PROPERTY MANAGEMENT WILL
 LOWER THE PERFORMANCE OF THE
 RELATED MORTGAGED PROPERTY...   The successful operation of a real estate
                                 project depends upon the property manager's
                                 performance and viability. The property manager
                                 is responsible for:

                                 o responding to changes in the local market;

                                 o planning and implementing the rental
                                   structure;

                                 o operating the property and providing
                                   building services;

                                 o managing operating expenses; and

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

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

                                 Good management, by controlling costs,
                                 providing services to tenants and seeing to
                                 property maintenance and upkeep, can, in some
                                 cases, improve cash flow, reduce vacancy,
                                 leasing and repair costs and preserve property
                                 value. Poor management could impair short-
                                 term cash flow and the long-term viability of
                                 a property.

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

                                 Furthermore, we cannot assure you that the
                                 mortgaged properties will not have related
                                 management which in the event that a related
                                 management company is incapable of performing
                                 its duties may affect one or more sets of
                                 mortgaged properties. We also cannot assure
                                 you that the mortgaged properties will not be
                                 self-managed by the related borrower, in which
                                 case such self-management or affiliated
                                 management may make it more difficult to
                                 monitor the property management, replace that
                                 borrower as property manager in the event that
                                 the borrower's management is detrimentally
                                 affecting the property or ensure that the
                                 borrower provides all information necessary to
                                 manage the mortgaged property to a replacement
                                 property manager in the event that the
                                 borrower is replaced as property manager.

BALLOON LOANS MAY PRESENT
 GREATER RISK THAN FULLY
 AMORTIZING LOANS..............  The mortgage loans have the amortization
                                 characteristics set forth in the following
                                 table:


                                      S-37



                                                % OF
                                NUMBER OF      INITIAL
                                 MORTGAGE       POOL
TYPE OF AMORTIZATION              LOANS        BALANCE
----------------------------   -----------   ----------
  Interest Only(1) .........        35           43.3%
  IO, Balloon(2) ...........        29           29.7
  Balloon(3) ...............        45           27.1
                                    --          -----
  TOTAL ....................       109          100.0%
                                   ===          =====

----------
(1)  Excludes partial interest only loans and includes the ARD loan.
(2)  Interest only for the first 12 to 120 months of their respective terms.
(3)  Excludes the ARD loan.


                                 The timing of certain balloon payments is as
                                 set forth in the following table:

                                                           % OF
                                           NUMBER OF      INITIAL
                                            MORTGAGE       POOL
TYPE OF AMORTIZATION                         LOANS        BALANCE
---------------------------------------   -----------   ----------
  Balloon Payment due during the period
  between March 1, 2010 and August 1,
  2019 ................................   74                56.7%
  Interest Only until Maturity Date or
  Anticipated Maturity Date ...........   35                43.3%

                                 Mortgage loans with balloon payments or
                                 substantial scheduled principal balances
                                 involve a greater risk to the lender than
                                 fully amortizing loans, because the borrower's
                                 ability to repay a mortgage loan on its
                                 maturity date or anticipated repayment date
                                 typically will depend upon its ability either
                                 to refinance the loan or to sell the related
                                 mortgaged property at a price sufficient to
                                 permit repayment. In addition, fully
                                 amortizing mortgage loans which accrue
                                 interest on an "actual/360" basis but have
                                 fixed monthly payments, may, in fact, have a
                                 small balloon payment due at maturity.
                                 Circumstances that will affect the ability of
                                 the borrower to accomplish either of these
                                 goals at the time of attempted sale or
                                 refinancing include:

                                 o the prevailing mortgage rates;

                                 o the fair market value of the property;

                                 o the borrower's equity in the related
                                   property;

                                 o the financial condition of the borrower;

                                 o the operating history of the property and
                                   occupancy levels of the property;

                                 o reduction in applicable government
                                   assistance/rent subsidy programs;

                                 o tax laws;

                                 o prevailing general and regional economic
                                   conditions; and

                                 o the availability of, and competition for,
                                   credit for multifamily or commercial
                                   properties, as the case may be.

                                 We cannot assure you that each borrower will
                                 have the ability to repay the remaining
                                 principal balance on the pertinent date. See
                                 "Description of the Mortgage Pool--Certain
                                 Terms and Conditions of the Mortgage


                                      S-38


                                 Loans" and "--Additional  Mortgage Loan
                                 Information" in this prospectus supplement and
                                 "Risk Factors--Certain Factors Affecting
                                 Delinquency, Foreclosure and Loss of the
                                 Mortgage Loans--Increased Risk of Default
                                 Associated with Balloon Payments" in the
                                 accompanying prospectus.

                                 The availability of funds in the mortgage and
                                 credit markets fluctuates over time. None of
                                 the mortgage loan sellers, none of the parties
                                 to the pooling and servicing agreement, and no
                                 third party is obligated to refinance any
                                 mortgage loan.

PARTICULAR PROPERTY TYPES
 PRESENT SPECIAL RISKS:

OFFICE PROPERTIES.............   Office properties secure 23 of the mortgage
                                 loans, representing 37.9% of the initial pool
                                 balance.

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

                                 o the number and quality of an office
                                   building's tenants;

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

                                 o the desirability of the area as a business
                                   location;

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

                                 o an adverse change in population, patterns
                                   of telecommuting or sharing of office
                                   space;

                                 o local competitive conditions, including the
                                   supply of office space or the existence or
                                   construction of new competitive office
                                   buildings;

                                 o quality of management;

                                 o changes in population and employment
                                   affecting the demand for office space;

                                 o properties not equipped for modern business
                                   becoming functionally obsolete; and

                                 o declines in the business of tenants,
                                   especially with respect to single tenant
                                   properties.

                                 In addition, there may be significant costs
                                 associated with tenant improvements, leasing
                                 commissions and concessions in connection with
                                 reletting office space. Moreover, the cost of
                                 refitting office space for a new tenant is
                                 often higher than the cost of refitting other
                                 types of property.

                                      S-39


                                 Included in the office properties referenced
                                  above are two medical office properties
                                  representing 0.5% of the initial pool
                                  balance. The performance of a medical office
                                  property may depend on the proximity of such
                                  property to a hospital or other health care
                                  establishment and on reimbursements for
                                  patient fees from private or
                                  government-sponsored insurance companies. The
                                  sudden closure of a nearby hospital may
                                  adversely affect the value of a medical
                                  office property. In addition, the performance
                                  of a medical office property may depend on
                                  reimbursements for patient fees from private
                                  or government-sponsored insurers and issues
                                  related to reimbursement (ranging from
                                  non-payment to delays in payment) from such
                                  insurers could adversely impact cash flow at
                                  such mortgaged properties. Moreover, medical
                                  office properties appeal to a narrow market
                                  of tenants and the value of a medical office
                                  property may be adversely affected by the
                                  availability of competing medical office
                                  properties.

RETAIL PROPERTIES.............   Retail properties secure 35 of the mortgage
                                 loans, representing 33.4% of the initial pool
                                 balance.

                                 Several factors may adversely affect the value
                                 and successful operation of a retail property,
                                 including:

                                 o changes in consumer spending patterns,
                                   local competitive conditions (such as the
                                   supply of retail space or the existence or
                                   construction of new competitive shopping
                                   centers or shopping malls);

                                 o alternative forms of retailing (such as
                                   direct mail, video shopping networks and
                                   internet web sites which reduce the need
                                   for retail space by retail companies);

                                 o the quality and philosophy of management;

                                 o the safety, convenience and attractiveness
                                   of the property to tenants and their
                                   customers or clients;

                                 o the public perception of the safety of
                                   customers at shopping malls and shopping
                                   centers;

                                 o the need to make major repairs or
                                   improvements to satisfy the needs of major
                                   tenants; and

                                 o traffic patterns and access to major
                                   thoroughfares.
                                 The general strength of retail sales also
                                  directly affects retail properties. The
                                  retailing industry is currently undergoing
                                  consolidation due to many factors, including
                                  growth in discount and alternative forms of
                                  retailing. If the sales by tenants in the
                                  mortgaged properties that contain retail
                                  space were to decline, the rents that are
                                  based on a percentage of revenues may also
                                  decline, and tenants may be unable to pay the
                                  fixed portion of their rents or other
                                  occupancy costs. The cessation of business by
                                  a significant tenant can adversely affect a
                                  retail


                                      S-40


                                 property, not only because of rent and other
                                 factors specific to such tenant, but also
                                 because significant tenants at a retail
                                 property play an important part in generating
                                 customer traffic and making a retail property
                                 a desirable location for other tenants at such
                                 property. In addition, certain tenants at
                                 retail properties may be entitled to terminate
                                 their leases if an anchor tenant fails to
                                 renew or terminates its lease, becomes the
                                 subject of a bankruptcy proceeding or ceases
                                 operations at such property.

                                 The presence or absence of an "anchor tenant"
                                 or a "shadow anchor" in or near a shopping
                                 center also can be important because anchors
                                 play a key role in generating customer traffic
                                 and making a shopping center desirable for
                                 other tenants. An "anchor tenant" is usually
                                 proportionately larger in size than most other
                                 tenants in the mortgaged property, is vital in
                                 attracting customers to a retail property and
                                 is located on the related mortgaged property.
                                 A "shadow anchor" is usually proportionally
                                 larger in size than most tenants in the
                                 mortgaged property, is important in attracting
                                 customers to a retail property and is located
                                 sufficiently close and convenient to the
                                 mortgaged property, but not on the mortgaged
                                 property, so as to influence and attract
                                 potential customers.

                                 The type of retail loan is set forth in the
                                 following table:

                             NUMBER OF       % OF
                              MORTGAGE     INITIAL
TYPE OF RETAIL LOAN            LOANS     POOL BALANCE
--------------------------- ----------- -------------
  Anchored ................     29           31.7%
  Shadow Anchored .........      3            1.3%
  Unanchored ..............      3            0.5%

                                 If anchor stores in a mortgaged property were
                                 to close, the related borrower may be unable
                                 to replace those anchors in a timely manner or
                                 without suffering adverse economic
                                 consequences. Certain of the tenants or anchor
                                 stores of the retail properties may have
                                 co-tenancy clauses and/or operating covenants
                                 in their leases or operating agreements which
                                 permit those tenants or anchor stores to cease
                                 operating under certain conditions, including,
                                 without limitation, certain other stores not
                                 being open for business at the mortgaged
                                 property or a subject store not meeting the
                                 minimum sales requirement under its lease. In
                                 addition, in the event that a "shadow anchor"
                                 fails to renew its lease, terminates its lease
                                 or otherwise ceases to conduct business within
                                 a close proximity to the mortgaged property,
                                 customer traffic at the mortgaged property may
                                 be substantially reduced. We cannot assure you
                                 that such space will be occupied or that the
                                 related mortgaged property will not suffer
                                 adverse economic consequences.

                                      S-41


MULTIFAMILY PROPERTIES........   Multifamily properties secure 17 of the
                                 mortgage loans, representing 13.1% of the
                                 initial pool balance.

                                 Several factors may adversely affect the value
                                 and successful operation of a multifamily
                                 property, including:

                                 o the physical attributes of the apartment
                                   building (e.g., its age, appearance and
                                   construction quality);

                                 o the location of the property (e.g., a
                                   change in the neighborhood over time);

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

                                 o the types of services or amenities the
                                   property provides;

                                 o the property's reputation;

                                 o the level of mortgage interest rates (which
                                   may encourage tenants to purchase rather
                                   than lease housing);

                                 o the tenant mix, such as the tenant
                                   population being predominantly students or
                                   being heavily dependent on workers from a
                                   particular business or personnel from a
                                   local military base;

                                 o the presence of competing properties;

                                 o dependence on governmental programs that
                                   provide rental subsidies to tenants
                                   pursuant to tenant voucher programs, which
                                   vouchers may be used at other properties to
                                   influence tenant mobility;

                                 o adverse local or national economic
                                   conditions which may limit the amount of
                                   rent that may be charged and may result in
                                   a reduction of timely rent payments or a
                                   reduction in occupancy levels;

                                 o state and local regulations which may
                                   affect the building owner's ability to
                                   increase rent to market rent for an
                                   equivalent apartment;

                                 o dependence on governmental assistance
                                   programs and/or rent subsidies; and

                                 o dependence on governmental programs that
                                   provide rental subsidies to tenants
                                   pursuant to tenant voucher programs, which
                                   vouchers may be used at other properties to
                                   influence tenant mobility.

                                 Certain states regulate the relationship of an
                                 owner and its tenants. Commonly, these laws
                                 require a written lease, good cause for
                                 eviction, disclosure of fees and notification
                                 to residents of changed land use, while
                                 prohibiting unreasonable rules, retaliatory
                                 evictions and restrictions on a resident's
                                 choice of unit vendors. 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. A few states
                                 offer more significant protection. For
                                 example, there are


                                      S-42


                                 provisions that limit the bases on which a
                                 landlord may terminate a tenancy or increase
                                 its rent or prohibit a landlord from
                                 terminating a tenancy solely by reason of the
                                 sale of the owner's building.

                                 In addition to state regulation of the
                                 landlord-tenant relationship, numerous
                                 counties and municipalities impose rent
                                 control on apartment buildings. These
                                 ordinances may limit rent increases to fixed
                                 percentages, to percentages of increases in
                                 the consumer price index, to increases set or
                                 approved by a governmental agency, or to
                                 increases determined through mediation or
                                 binding arbitration. Any limitations on a
                                 borrower's ability to raise property rents may
                                 impair such borrower's ability to repay its
                                 multifamily loan from its net operating income
                                 or the proceeds of a sale or refinancing of
                                 the related multifamily property.

                                 Certain of the mortgage loans are secured by
                                 mortgaged properties that are eligible (or
                                 become eligible in the future) for and have
                                 received low income housing tax credits
                                 pursuant to Section 42 of the Internal Revenue
                                 Code in respect of various units within the
                                 mortgaged property or have tenants that rely
                                 on rent subsidies under various
                                 government-funded programs, including the
                                 Section 8 Tenant-Based Assistance Rental
                                 Certificate Program of the United States
                                 Department of Housing and Urban Development.
                                 We can give you no assurance that such
                                 programs will be continued in their present
                                 form 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.

                                 Certain of the mortgage loans are secured or
                                 may be secured in the future by mortgaged
                                 properties that are subject to certain
                                 affordable housing covenants, in respect of
                                 various units within the mortgaged properties.

                                 In this respect, two multifamily properties,
                                 which secure mortgage loans representing 0.4%
                                 of the initial pool balance, are subject to
                                 New York City's rent control or stabilization
                                 laws.

HOTEL PROPERTIES..............   Hotel properties secure 19 of the mortgage
                                 loans, representing 9.5% of the initial pool
                                 balance.
                                 Various factors may adversely affect the
                                  economic performance of a hotel, including:

                                 o adverse economic and social conditions,
                                   either local, regional or national (which
                                   may limit the amount that can be charged
                                   for a room and reduce occupancy levels);

                                 o the construction of competing hotels or
                                   resorts;

                                      S-43


                                  o continuing expenditures for modernizing,
                                   refurbishing and maintaining existing
                                   facilities prior to the expiration of their
                                   anticipated useful lives;

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

                                 o changes in travel patterns (including, for
                                   example, the decline in air travel
                                   following the terrorist attacks in New York
                                   City, Washington, D.C. and Pennsylvania and
                                   the current military operations in
                                   Afghanistan and Iraq) caused by changes in
                                   access, energy prices, strikes, relocation
                                   of highways, construction of additional
                                   highways or other factors.

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

                                 Moreover, the hotel and lodging industry is
                                 generally seasonal in nature and different
                                 seasons affect different hotels depending on
                                 type and location. This seasonality can be
                                 expected to cause periodic fluctuations in a
                                 hotel property's room and restaurant revenues,
                                 occupancy levels, room rates and operating
                                 expenses.

                                 When applicable, the liquor licenses for most
                                 of the mortgaged properties are commonly held
                                 by affiliates of the mortgagors, unaffiliated
                                 managers and operating lessees. The laws and
                                 regulations relating to liquor licenses
                                 generally prohibit the transfer of such
                                 licenses to any person. In the event of a
                                 foreclosure of a hotel property that holds a
                                 liquor license, the trustee or a purchaser in
                                 a foreclosure sale would likely have to apply
                                 for a new license, which might not be granted
                                 or might be granted only after a delay which
                                 could be significant. We cannot assure you
                                 that a new license could be obtained promptly
                                 or at all. The lack of a liquor license in a
                                 full-service hotel could have an adverse
                                 impact on the revenue from the related
                                 mortgaged property or on the hotel's occupancy
                                 rate.

                                 Hotels may be operated under franchise,
                                 management or operating agreements that may be
                                 terminated by the franchisor, manager or
                                 operator. It may be difficult to terminate a
                                 manager of a hotel after foreclosure of the
                                 related mortgage.

INDUSTRIAL AND WAREHOUSE
 PROPERTIES.................     Industrial and warehouse properties secure six
                                 of the mortgage loans, representing 2.8% of the
                                 initial pool balance.

                                 Among the significant factors determining the
                                 value of industrial and warehouse properties
                                 are:

                                 o the quality of tenants;

                                      S-44


                                 o building design and adaptability (e.g.,
                                   clear heights, column spacing, zoning
                                   restrictions, number of bays and bay
                                   depths, divisibility and truck turning
                                   radius); and
                                 o the location of the property (e.g.,
                                   proximity to supply sources and customers,
                                   availability of labor and accessibility to
                                   distribution channels).

                                 In addition, industrial and warehouse
                                 properties may be adversely affected by reduced
                                 demand for industrial and warehouse space
                                 occasioned by a decline in a particular
                                 industrial site or in a particular industry
                                 segment, and a particular industrial and
                                 warehouse property may be difficult to relet to
                                 another tenant or may become functionally
                                 obsolete relative to newer properties.

OTHER PROPERTIES                 Two of the mortgage loans are secured by
                                 theatres representing 1.7% of the initial pool
                                 balance. Aspects of building site design and
                                 adaptability affect the value of a theater
                                 property. Because of the unique construction
                                 requirements of many theaters, any vacant
                                 theater property may not be easily converted
                                 to other uses. Consequently, the liquidation
                                 value of a theater may be substantially less
                                 than would be the case if the theater property
                                 were readily adaptable to other uses.

SELF STORAGE PROPERTIES.......   Self storage properties secure five of the
                                 mortgage loans, representing 0.9% of the
                                 initial pool balance. Self storage properties
                                 are considered vulnerable to competition,
                                 because both acquisition costs and break-even
                                 occupancy are relatively low. The conversion of
                                 self storage facilities to alternative uses
                                 would generally require substantial capital
                                 expenditures. Thus, if the operation of any of
                                 the self storage properties becomes
                                 unprofitable due to:

                                 o decreased demand;

                                 o competition;

                                 o age of improvements; or

                                 o other factors affecting the borrower's
                                   ability to meet its obligations on the
                                   related mortgage loan;

                                 the liquidation value of that self storage
                                 mortgaged property may be substantially less,
                                 relative to the amount owing on the mortgage
                                 loan, than if the self storage property were
                                 readily adaptable to other uses.

                                 Tenant privacy, anonymity and efficient access
                                 may heighten environmental risks. No
                                 environmental assessment of a mortgaged
                                 property included an inspection of the
                                 contents of the self storage units included in
                                 the self storage properties and there is no
                                 assurance that all of the units included in
                                 the self storage properties are free from
                                 hazardous substances or other pollutants or
                                 contaminants or will remain so in the future.

                                      S-45


MANUFACTURED HOUSING
 COMMUNITIES..................   Manufactured housing communities secure two
                                 of the mortgage loans, representing 0.6% of the
                                 initial pool balance. Significant factors
                                 determining the value of such properties are
                                 generally similar to the factors affecting the
                                 value of multifamily properties. In addition,
                                 these properties are special purpose properties
                                 that could not be readily converted to general
                                 residential, retail or office use. In fact,
                                 certain states also regulate changes in
                                 manufactured housing communities and require
                                 that the landlord give written notice to its
                                 tenants a substantial period of time prior to
                                 the projected change. Consequently, if the
                                 operation of any of such properties becomes
                                 unprofitable such that the borrower becomes
                                 unable to meet its obligation on the related
                                 mortgage loan, the liquidation value of the
                                 related property may be substantially less,
                                 relative to the amount owing on the mortgage
                                 loan, than would be the case if such properties
                                 were readily adaptable to other uses.

AFFILIATIONS WITH A FRANCHISE
 OR HOTEL MANAGEMENT
 COMPANY PRESENT CERTAIN RISKS.  Nineteen mortgage loans are secured by one or
                                 more hotel properties, representing 9.5% of the
                                 initial pool balance. All of the hotel
                                 properties are affiliated with a franchise or
                                 hotel management company through a franchise or
                                 management agreement. The performance of a
                                 hotel property affiliated with a franchise or
                                 hotel management company depends in part on:

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

                                 o the public perception of the franchise or
                                   hotel chain service mark; and

                                 o the duration of the franchise licensing or
                                   management agreements.

                                 Any provision in a franchise agreement or
                                 management agreement providing for termination
                                 because of a bankruptcy of a franchisor or
                                 manager generally will not be enforceable.
                                 Replacement franchises may require
                                 significantly higher fees.

                                 The transferability of a franchise license
                                 agreement is generally restricted. In the
                                 event of a foreclosure, the lender or its
                                 agent may not have the right to use the
                                 franchise license without the franchisor's
                                 consent. Conversely, in the case of certain
                                 mortgage loans, the lender may be unable to
                                 remove a franchisor or a hotel management
                                 company that it desires to replace following a
                                 foreclosure.

SUBORDINATE FINANCING MAY MAKE
 RECOVERY DIFFICULT IN THE EVENT
 OF LOSS......................   The terms of certain mortgage loans permit or
                                 require the borrowers to post letters of credit
                                 and/or surety bonds


                                      S-46


                                 for the benefit of the mortgagee, which may
                                 constitute a contingent reimbursement
                                 obligation of the related borrower or an
                                 affiliate. The issuing bank or surety will not
                                 typically agree to subordination and
                                 standstill protection benefiting the
                                 mortgagee.

                                 Additionally, although the mortgage loans
                                 generally restrict the pledging of general
                                 partnership and managing member equity
                                 interests in a borrower subject to certain
                                 exceptions, the terms of the mortgages
                                 generally permit, subject to certain
                                 limitations, the pledging of less than a
                                 controlling portion of the limited partnership
                                 or non-managing membership equity interest in a
                                 borrower. Moreover, in general, any borrower
                                 that does not meet special purpose entity
                                 criteria may not be restricted in any way from
                                 incurring unsecured subordinate debt or
                                 mezzanine debt. Certain information about
                                 mezzanine debt that has been or may be incurred
                                 is as set forth in the following table:

                                               % OF
                               NUMBER OF      INITIAL
                                MORTGAGE       POOL
TYPE OF MEZZANINE DEBT(1)        LOANS        BALANCE
---------------------------   -----------   ----------
  Future ..................        16           33.3%
  Existing ................         2            6.8
                                   --           ----
  TOTAL ...................        18           40.1%
                                   ==           ====

(1)  See "Additional Mortgage Loan Information--Additional Financing."


                                 With respect to each mortgage loan that allows
                                 future mezzanine debt, such mortgage loan
                                 provides that the members of the borrower have
                                 the right to incur mezzanine debt under
                                 specified circumstances set forth in the
                                 related mortgage loan documents. With respect
                                 to each mortgage loan that has existing
                                 mezzanine debt, the mortgagee and the related
                                 mezzanine lender have entered into a mezzanine
                                 intercreditor agreement which sets forth the
                                 rights of the parties. Pursuant to such
                                 mezzanine intercreditor agreement, the
                                 mezzanine lender among other things (x) has
                                 agreed, under certain circumstances, not to
                                 enforce its rights to realize upon collateral
                                 securing the mezzanine loan or take any
                                 enforcement action with respect to the
                                 mezzanine loan without written confirmation
                                 from the rating agencies that such enforcement
                                 action would not cause the downgrade,
                                 withdrawal or qualification of the then
                                 current ratings of the certificates and (y)
                                 has subordinated the mezzanine loan documents
                                 to the related mortgage loan documents and has
                                 the option to purchase the related mortgage
                                 loan if such mortgage loan becomes defaulted
                                 or cure the default.

                                 Certain of the mortgage loan borrowers may
                                 also have preferred equity which provides for
                                 increased rates of return to certain
                                 investors. If these required distributions are
                                 not made, the preferred equity rate may
                                 increase or the preferred equity holders may
                                 have certain rights, such as the right to
                                 replace the manager or the right to require


                                      S-47


                                 that payments be made to the holders of the
                                 preferred equity in order to reduce their
                                 capital contributions.

                                 Although the mortgage loans generally either
                                 prohibit the related borrower from encumbering
                                 the mortgaged property with additional secured
                                 debt or require the consent of the holder of
                                 the first lien prior to so encumbering such
                                 property, a violation of such prohibition may
                                 not become evident until the related mortgage
                                 loan otherwise defaults. In addition, the
                                 related borrower may be permitted to incur
                                 additional indebtedness secured by furniture,
                                 fixtures and equipment, and to incur additional
                                 unsecured indebtedness. When a mortgage loan
                                 borrower (or its constituent members) also has
                                 one or more other outstanding loans (even if
                                 subordinated unsecured loans or loans secured
                                 by property other than the mortgaged property),
                                 the trust is subjected to additional risk. The
                                 borrower may have difficulty servicing and
                                 repaying multiple loans. The existence of
                                 another loan generally will make it more
                                 difficult for the borrower to obtain
                                 refinancing of the mortgage loan or sell the
                                 related mortgaged property and may jeopardize
                                 the borrower's ability to make any balloon
                                 payment due at maturity or at the related
                                 anticipated repayment date. Moreover, the need
                                 to service additional debt may reduce the cash
                                 flow available to the borrower to operate and
                                 maintain the mortgaged property, which may in
                                 turn adversely affect the value of the
                                 mortgaged property. Certain information about
                                 additional debt that has been or may be
                                 incurred is as set forth in the following
                                 table:

                                                       % OF
                                       NUMBER OF      INITIAL
                                        MORTGAGE       POOL
TYPE OF ADDITIONAL DEBT(1)               LOANS        BALANCE
-----------------------------------   -----------   ----------
  Existing                                  5           23.2%
  Secured .........................         2           15.4%
  Unsecured(2) ....................         2            6.8%
  Preferred Equity ................         1            1.1%
  Future                                   20           36.1%
  Secured .........................         2            1.6%
  Unsecured(2) ....................        17           29.2%
  Secured or Unsecured(3) .........         1            5.3%

                                 (1)   One mortgage loan has existing
                                       additional debt and allows future debt
                                       which results in such mortgage loan
                                       appearing in both the "Existing" and
                                       "Future" categories.

                                 (2)   Excludes unsecured trade payables.

                                 (3)   This mortgage loan is not included in
                                       "Future-Secured" or "Future-Unsecured"
                                       because such Mortgage Loan allows for
                                       either future secured debt or future
                                       unsecured debt.


                                      S-48


                                 Certain information about the PA Pari Passu
                                 Note A-1 Mortgage Loan and the WB Component
                                 Mortgage Loan is set forth in the following
                                 table:

<TABLE>

                                                                PRINCIPAL
                                                                 BALANCE         % OF
                                                                AS OF THE       INITIAL
                                                                 CUT-OFF         POOL
NAME                                                               DATE         BALANCE
----------------------------------------------------------   ---------------   --------

  Pacific Arts Plaza Whole Loan ..........................    $270,000,000
  PA Pari Passu Note A-1 Component Mortgage Loan .........    $160,000,000
  PA Pari Passu Note A-1 Senior Component ................    $132,000,000        6.1%
  PA Pari Passu Note A-1 Subordinate Component ...........    $ 28,000,000
  Pacific Arts Plaza Pari Passu Note A-2 .................    $110,000,000
  WB Component Mortgage Loan .............................    $250,000,000
  WB Senior Component ....................................    $200,000,000        9.3%
  WB Subordinate Component ...............................    $ 50,000,000
</TABLE>

                                 See "Description of the Mortgage Pool--Pacific
                                 Arts Plaza Whole Loan and "--WB Component
                                 Mortgage Loan" in this prospectus supplement
                                 for a description of the split loan
                                 structures.

                                 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.
                                 See "Certain Legal Aspects of Mortgage Loans
                                 --Subordinate Financing" in the accompanying
                                 prospectus.

                                 We make no representation as to whether any
                                 other subordinate financing encumbers any
                                 mortgaged property, any borrower has incurred
                                 material unsecured debt other than trade
                                 payables in the ordinary course of business, or
                                 any third party holds debt secured by a pledge
                                 of an equity interest in a borrower.

                                 Also, although the portions of the PA Pari
                                 Passu Note A-1 Component Mortgage Loan and the
                                 WB Component Mortgage Loan relating to the
                                 offered certificates do not include the related
                                 subordinate component, the related borrowers
                                 are still obligated to make interest and
                                 principal payments on the entire amount of such
                                 mortgage loans.

                                 For further information, see "Description of
                                 the Mortgage Pool--Additional Mortgage Loan
                                 Information-- Additional Financing" in this
                                 prospectus supplement.

                                      S-49



YOUR INVESTMENT IS NOT INSURED
 OR GUARANTEED................   The mortgage loans are not insured or
                                 guaranteed by any person or entity,
                                 governmental or otherwise.

                                 The mortgage loans are generally non-recourse
                                 loans. If a default occurs under any mortgage
                                 loan, recourse generally may be had only
                                 against the specific properties and other
                                 assets that have been pledged to secure the
                                 loan. Payment prior to maturity is consequently
                                 dependent primarily on the sufficiency of the
                                 net operating income of the mortgaged property.
                                 Payment at maturity is primarily dependent upon
                                 the market value of the mortgaged property or
                                 the borrower's ability to refinance the
                                 property. The depositor has not undertaken an
                                 evaluation of the financial condition of any
                                 borrower.

ADVERSE ENVIRONMENTAL CONDITIONS
 MAY REDUCE CASH FLOW FROM A
 MORTGAGED PROPERTY...........   The trust could become liable for a material
                                 adverse environmental condition at an
                                 underlying real property. Any such potential
                                 liability could reduce or delay payments on the
                                 offered certificates.

                                 In addition, problems associated with mold may
                                 pose risks to the mortgaged properties 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 generally accepted
                                 standard for the assessment of mold. If left
                                 unchecked, the growth of mold could result in
                                 the interruption of cash flow, litigation
                                 and/or remediation expenses, each of which
                                 could adversely impact collections from a
                                 mortgaged property. In addition, many of the
                                 insurance policies presently covering the
                                 mortgaged properties may specifically exclude
                                 losses due to mold.

                                 All of the mortgaged properties were subject to
                                 environmental site assessments in connection
                                 with origination, including Phase I site
                                 assessments or updates of previously performed
                                 Phase I site assessments, had a transaction
                                 screen performed in lieu of a Phase I site
                                 assessment or were required to have
                                 environmental insurance in lieu of an
                                 environmental site assessment. In some cases,
                                 Phase II site assessments also have been
                                 performed. Although those assessments involved
                                 site visits and other types of review, we
                                 cannot assure you that all environmental
                                 conditions and risks were identified.

                                 The environmental investigations described
                                 above, as of the date of the report relating to
                                 the environmental investigation, did not reveal
                                 any material violation of applicable
                                 environmental laws with respect to any known
                                 circumstances or conditions concerning the
                                 related mortgaged property, or, if the
                                 environmental investigation report revealed any
                                 such circumstances or conditions with respect
                                 to the related mortgaged property, then--


                                      S-50


                                  o the circumstances or conditions were
                                    subsequently remediated in all material
                                    respects; or

                                  o generally, with certain exceptions, one or
                                    more of the following was the case:

                                    1.  a party not related to the related
                                        borrower was identified as a
                                        responsible party for such conditions
                                        or circumstances;

                                    2.  the related borrower was required to
                                        provide additional security and/or
                                        obtain and, for the period contemplated
                                        by the related mortgage loan documents,
                                        maintain an operations and maintenance
                                        plan;

                                    3.  the related borrower provided a "no
                                        further action" letter or other
                                        evidence that applicable federal, state
                                        or local governmental authorities had
                                        no current intention of taking any
                                        action, and are not requiring any
                                        action, in respect of such conditions
                                        or circumstances;

                                    4.  such conditions or circumstances were
                                        investigated further and based upon
                                        such additional investigation, an
                                        environmental consultant recommended no
                                        further investigation or remediation;

                                    5.  the expenditure of funds reasonably
                                        estimated to be necessary to effect
                                        such remediation was the lesser of (a)
                                        an amount equal to 10 percent of the
                                        outstanding principal balance of the
                                        related mortgage loan and (b) two
                                        million dollars;

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

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

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

                                    9.  a responsible party provided a guaranty
                                        or indemnity to the related borrower to
                                        cover the costs of any required
                                        investigation, testing, monitoring or
                                        remediation.

                                 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


                                      S-51


                                 property securing a mortgage loan that we
                                 intend to include in the trust fund because a
                                 responsible party with respect to that
                                 condition had already been identified. We
                                 cannot assure you, however, that such a
                                 responsible party will be financially able to
                                 address the subject condition or compelled to
                                 do so.

                                 Furthermore, any particular environmental
                                 testing may not have covered all potential
                                 adverse conditions. For example, testing for
                                 lead-based paint, lead in water and radon was
                                 done only if the use, age and condition of the
                                 subject property warranted that testing.

                                 We cannot assure you that--

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

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

                                 o any of the environmental escrows
                                   established with respect to any of the
                                   mortgage loans that we intend to include in
                                   the trust fund will be sufficient to cover
                                   the recommended remediation or other
                                   action; or

                                 o an environmental insurance policy will
                                   cover all or part of a claim asserted
                                   against it because such policies are
                                   subject to various deductibles, terms,
                                   exclusions, conditions and limitations, and
                                   have not been extensively interpreted by
                                   the courts.

THE BENEFITS PROVIDED BY
 CROSS-COLLATERALIZATION MAY BE
 LIMITED......................   As described under "Description of the
                                 Mortgage Pool-- General" in this prospectus
                                 supplement, the mortgage pool includes the sets
                                 of cross-collateralized mortgage loans as set
                                 forth in the following table:

                                                      AGGREGATE       % OF
                                      NUMBER OF        CUT-OFF       INITIAL
LOAN NUMBERS OF                        MORTGAGE         DATE          POOL
CROSSED LOANS                           LOANS          BALANCE       BALANCE
----------------------------------   -----------   --------------   --------
  20050967 and 20050968 ..........         2        $ 51,834,508       2.4%
  58844, 58845 and 58853 .........         3          44,285,300       2.0
  20050810 and 20050811 ..........         2          20,186,322       0.9
  20050820 and 20050821 ..........         2          18,102,060       0.8
  20050808 and 20050809 ..........         2          16,998,683       0.8
  20050813 and 20050814 ..........         2          15,661,857       0.7
  20050817 and 20050818 ..........         2          14,845,017       0.7
  20050815 and 20050816 ..........         2           8,109,645       0.4
  20050725 and 20050725A .........         2           4,590,694       0.2
                                           -        ------------       ---
  TOTAL ..........................        19        $194,614,087       9.0%
                                          ==        ============       ===

                                 Cross-collateralization arrangements may be
                                 terminated with respect to some sets of
                                 mortgage loans under the terms of the related
                                 mortgage loan documents.
                                 Cross-collateralization arrangements seek to
                                 reduce the risk that the inability of one or
                                 more of the mortgaged


                                      S-52


                                 properties securing any such set of
                                 cross-collateralized mortgage loans (or any
                                 such mortgage loan with multiple notes and/or
                                 mortgaged properties) to generate net
                                 operating income sufficient to pay debt
                                 service will result in defaults and ultimate
                                 losses.

                                 Cross-collateralization arrangements involving
                                 more than one borrower could be challenged as
                                 fraudulent conveyances by creditors of the
                                 related borrower in an action brought outside
                                 a bankruptcy case or, if such borrower were to
                                 become a debtor in a bankruptcy case, by the
                                 borrower's representative.

                                 A lien granted by such a borrower entity could
                                 be avoided if a court were to determine that:

                                 o such borrower was insolvent when granting
                                   the lien, was rendered insolvent by the
                                   granting of the lien or was left with
                                   inadequate capital, or was not able to pay
                                   its debts as they matured; and

                                 o such borrower did not receive fair
                                   consideration or reasonably equivalent
                                   value when it allowed its mortgaged
                                   property or properties to be encumbered by
                                   a lien securing the entire indebtedness.

                                 Among other things, a legal challenge to the
                                 granting of the liens may focus on the
                                 benefits realized by such borrower from the
                                 respective mortgage loan proceeds, as well as
                                 the overall cross-collateralization. If a
                                 court were to conclude that the granting of
                                 the liens was an avoidable fraudulent
                                 conveyance, that court could:

                                 o subordinate all or part of the pertinent
                                   mortgage loan to existing or future
                                   indebtedness of that borrower;

                                 o recover payments made under that mortgage
                                   loan; or

                                 o take other actions detrimental to the
                                   holders of the certificates, including,
                                   under certain circumstances, invalidating
                                   the mortgage loan or the mortgages securing
                                   such cross-collateralization.

MORTGAGE LOANS TO RELATED BORROWERS
 AND CONCENTRATIONS OF RELATED
 TENANTS MAY RESULT IN MORE SEVERE
 LOSSES ON YOUR CERTIFICATES...  Certain sets of borrowers under the mortgage
                                 loans are affiliated or under common control
                                 with one another. However, no group of
                                 affiliated borrowers are obligors on mortgage
                                 loans representing more than 7.5% of the
                                 initial pool balance. In addition, tenants in
                                 certain mortgaged properties also may be
                                 tenants in other mortgaged properties, and
                                 certain tenants may be owned by affiliates of
                                 the borrowers or otherwise related to or
                                 affiliated with a borrower. There are also
                                 several cases in which a particular entity is a
                                 tenant at multiple mortgaged properties, and
                                 although it may not be a significant tenant (as
                                 described in Annex A to this prospectus
                                 supplement) at any such mortgaged property, it
                                 may be significant to


                                      S-53


                                 the successful performance of such mortgaged
                                 properties.

                                 In addition, one person is a sponsor of the
                                 borrowers under 15 mortgage loans. Meanwhile,
                                 another person is a sponsor of the borrower
                                 under two of those 15 mortgage loans as well
                                 as a sponsor of the borrower under three
                                 additional mortgage loans. Therefore, between
                                 those two sponsors, there is a total of 18
                                 mortgage loans with related borrowers
                                 representing 8.4% of the initial pool balance.


                                 In such circumstances, any adverse
                                 circumstances relating to a borrower or tenant
                                 or a respective affiliate and affecting one of
                                 the related mortgage loans or mortgaged
                                 properties could arise in connection with the
                                 other related mortgage loans or mortgaged
                                 properties. In particular, the bankruptcy or
                                 insolvency of any such borrower or tenant or
                                 respective affiliate could have an adverse
                                 effect on the operation of all of the related
                                 mortgaged properties and on the ability of
                                 such related mortgaged properties to produce
                                 sufficient cash flow to make required payments
                                 on the related mortgage loans. For example, if
                                 a person that owns or directly or indirectly
                                 controls several mortgaged properties
                                 experiences financial difficulty at one
                                 mortgaged property, it could defer maintenance
                                 at one or more other mortgaged properties in
                                 order to satisfy current expenses with respect
                                 to the mortgaged property experiencing
                                 financial difficulty. That person could also
                                 attempt to avert foreclosure by filing a
                                 bankruptcy petition that might have the effect
                                 of interrupting monthly payments for an
                                 indefinite period on all the related mortgage
                                 loans. See "Certain Legal Aspects of Mortgage
                                 Loans--Bankruptcy Laws" in the accompanying
                                 prospectus.

                                 In addition, a number of the borrowers under
                                 the mortgage loans are limited or general
                                 partnerships. Under certain circumstances, the
                                 bankruptcy of the general partner in a
                                 partnership may result in the dissolution of
                                 such 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.

THE GEOGRAPHIC CONCENTRATION OF
 MORTGAGED PROPERTIES MAY
 ADVERSELY AFFECT PAYMENT ON
 YOUR CERTIFICATES............   A concentration of mortgaged properties in a
                                 particular state or region increases the
                                 exposure of the mortgage pool to any adverse
                                 economic developments that may occur in such
                                 state or region, conditions in the real estate
                                 market where the mortgaged properties securing
                                 the related mortgage loans are located, changes
                                 in governmental rules and fiscal polices, acts
                                 of nature, including floods, tornadoes and
                                 earthquakes (which may result in uninsured
                                 losses and which may cause adverse impacts to a
                                 mortgaged property directly or indirectly by



                                      S-54


                                 disrupting travel patterns and/or the area's
                                 economy), and other factors which are beyond
                                 the control of the borrowers.

                                 For example, with respect to one of the
                                 mortgaged properties securing one mortgage
                                 loan, representing 3.2% of the initial pool
                                 balance, the mortgaged property was damaged by
                                 hurricanes Francis and Jeanne. Although most
                                 of the repair work is complete, all insurance
                                 claims have not yet been paid. The sponsor of
                                 the related borrower has guaranteed payment of
                                 all costs associated with the hurricane
                                 damage.

                                 The geographic concentration of the mortgaged
                                 properties relating to 5% or more of the
                                 initial pool balance as of the cut-off date is
                                 as set forth in the following table:

                                  NUMBER OF       % OF
                                  MORTGAGED   INITIAL POOL
STATES                           PROPERTIES    BALANCE(1)
------------------------------- ------------ -------------
  California ..................      19           19.8%
     Southern(2) ..............      12           12.9%
     Northern(2) ..............       7            6.9%
  New York ....................       8           17.4%
  Minnesota ...................       1            8.8%
  Maryland ....................       3            7.5%
  Texas .......................      13            7.0%


----------
(1)  Because this table represents information relating to the mortgaged
     properties and not the mortgage loans, the information for mortgage loans
     secured by more than one mortgaged property is based on allocated loan
     amounts (generally allocating the mortgage loan principal amount to each of
     those mortgaged properties by appraised values of the mortgaged properties
     if not otherwise specified in the related note or loan agreement). Those
     amounts are set forth in Annex A to this prospectus supplement.

(2)  Northern California properties have a zip code greater than or equal to
     93600. Southern California properties have a zip code less than 93600.

MORTGAGE LOANS WITH HIGHER THAN
 AVERAGE PRINCIPAL BALANCES MAY
 CREATE MORE RISK OF LOSS....... Concentrations in a pool of mortgage loans with
                                 larger than average balances can result in
                                 losses that are more severe, relative to the
                                 size of the pool, than would be the case if the
                                 aggregate balance of such pool were more evenly
                                 distributed. In this regard:

                                 o with respect to 24 mortgage loans,
                                   representing 69.7% of the initial pool
                                   balance, the cut-off date balances are
                                   higher than the average cut-off date
                                   balance;

                                 o the largest single mortgage loan, by
                                   cut-off date balance, represents 9.3% of
                                   the initial pool balance, and the nine sets
                                   of cross-collateralized mortgage loans
                                   represent, in the aggregate, 9.0% of the
                                   initial pool balance; and

                                 o the ten largest mortgage loans or crossed
                                   pool have cut-off date balances that
                                   represent, in the aggregate, 51.1% of the
                                   initial pool balance.
CERTAIN STATE-SPECIFIC
 CONSIDERATIONS................  Nineteen of the mortgaged properties,
                                 representing 19.8% of the initial pool balance,
                                 are located in California.


                                      S-55


                                 Mortgage loans in California are generally
                                 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 a 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 mortgagee 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. See "Risk Factors--Risks Related to
                                 the Mortgage Loans--One-Action Rules May Limit
                                 Remedies" in this prospectus supplement.
                                 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 mortgage
                                 loan. Other statutory provisions in California
                                 limit any deficiency judgment (if otherwise
                                 permitted) against the borrower following a
                                 foreclosure to the amount by which the
                                 indebtedness exceeds the fair value at the
                                 time of the public sale and in no event
                                 greater than the difference between the
                                 foreclosure sale price and the amount of the
                                 indebtedness. Further, under California law,
                                 once a property has been sold pursuant to a
                                 power of sale clause contained in a deed of
                                 trust, the mortgagee 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 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.

CHANGES IN CONCENTRATION MAY
 SUBJECT YOUR CERTIFICATES TO
 GREATER RISK OF LOSS.........   As payments in respect of principal
                                 (including payments in the form of voluntary
                                 principal prepayments, liquidation proceeds (as
                                 described in this prospectus supplement) and
                                 the repurchase prices for any mortgage loans
                                 repurchased due to breaches of representations
                                 or warranties) are received with respect to the
                                 mortgage loans, the remaining mortgage loans as
                                 a group may exhibit increased concentration
                                 with respect to the type of


                                      S-56


                                 properties, property characteristics, number
                                 of borrowers and affiliated borrowers and
                                 geographic location. Because principal on the
                                 certificates (other than the Class XC, Class
                                 XP, Class V, Class R-I and Class R-II
                                 Certificates) is generally payable in
                                 sequential order, classes that have a lower
                                 priority with respect to the payment of
                                 principal are relatively more likely to be
                                 exposed to any risks associated with changes
                                 in concentrations.

PREPAYMENT PREMIUMS AND YIELD
 MAINTENANCE CHARGES PRESENT
 SPECIAL RISKS................   With respect to 83 of the mortgage loans,
                                 representing 87.1% of the initial pool balance,
                                 the related mortgage loan documents generally
                                 prohibit any voluntary prepayment of principal
                                 prior to the final one to seven scheduled
                                 monthly payments which includes any payment
                                 that is due upon the stated maturity date or
                                 anticipated repayment date, as applicable, of
                                 the related mortgage loan; however, these
                                 mortgage loans generally permit defeasance.

                                 In addition, 25 of the mortgage loans,
                                 representing 12.5% of the initial pool
                                 balance, (a) have an initial lock-out period,
                                 (b) are then subject, after expiration of the
                                 initial lock-out period, to a period where the
                                 borrower has an option to prepay the loan
                                 subject to a prepayment premium or yield
                                 maintenance charge and (c) becomes,
                                 thereafter, prepayable for the final one to
                                 four scheduled monthly payments without an
                                 accompanying prepayment premium or yield
                                 maintenance charge, on or prior to its
                                 maturity.

                                 Further, one of the mortgage loans,
                                 representing 0.4% of the initial pool balance,
                                 has no lock-out period; therefore the borrower
                                 (a) has the option to prepay the related
                                 mortgage loan subject to a prepayment premium
                                 or yield maintenance charge for a set period
                                 of time, and (b) the related mortgage loan
                                 becomes thereafter prepayable without an
                                 accompanying prepayment premium or yield
                                 maintenance charge prior to its maturity.

                                 See "Description of the Mortgage Pool--Certain
                                 Terms and Conditions of the Mortgage
                                 Loans--Prepayment Provisions" in this
                                 prospectus supplement.

                                 Any prepayment premiums or yield maintenance
                                 charges actually collected on the remaining
                                 mortgage loans, which generally permit
                                 voluntary prepayments during particular
                                 periods and, depending on the period, require
                                 the payment of a prepayment premium or yield
                                 maintenance charge with such prepayment, will
                                 be distributed among the respective classes of
                                 certificates in the amounts and in accordance
                                 with the priorities described in this
                                 prospectus supplement under "Description of
                                 the Certificates--
                                 Distributions--Distributions of Prepayment
                                 Premiums" in this prospectus supplement. The
                                 depositor, however, makes no representation as
                                 to the collectibility of any prepayment
                                 premium or yield maintenance charge.


                                      S-57


                                 See "Certain Legal Aspects of Mortgage
                                 Loans--Default Interest and Limitations on
                                 Prepayments" in the accompanying prospectus.
                                 See "Description of the Mortgage
                                 Pool--Assignment of the Mortgage Loans;
                                 Repurchases and Substitutions" and
                                 "--Representations and Warranties; Repurchases
                                 and Substitutions", "Servicing of the Mortgage
                                 Loans--Defaulted Mortgage Loans; Purchase
                                 Option" and "Description of the
                                 Certificates--Termination" in this prospectus
                                 supplement.

                                 Provisions requiring prepayment premiums or
                                 yield maintenance charges may not be
                                 enforceable in some states and under federal
                                 bankruptcy law. Those provisions also may
                                 constitute interest for usury purposes.
                                 Accordingly, we cannot assure you that the
                                 obligation to pay a prepayment premium or
                                 yield maintenance charge will be enforceable.
                                 Also, we cannot assure you that foreclosure
                                 proceeds will be sufficient to pay an
                                 enforceable prepayment premium or yield
                                 maintenance charge. Additionally, although the
                                 collateral substitution provisions related to
                                 defeasance do not have the same effect on the
                                 certificateholders as prepayment, we cannot
                                 assure you that a court would not interpret
                                 those provisions as requiring a prepayment
                                 premium or yield maintenance charge. In
                                 certain jurisdictions those collateral
                                 substitution provisions might therefore be
                                 deemed unenforceable or usurious under
                                 applicable law.

                                 We also note the following with respect to
                                 prepayment premiums and yield maintenance
                                 charges:

                                 o liquidation proceeds (as described in this
                                   prospectus supplement) recovered in respect
                                   of any defaulted mortgage loan will, in
                                   general, be applied to cover outstanding
                                   advances prior to being applied to cover
                                   any prepayment premium or yield maintenance
                                   charge due in connection with the
                                   liquidation of such mortgage loan;

                                 o the special servicer may waive a prepayment
                                   premium or yield maintenance charge in
                                   connection with obtaining a pay-off of a
                                   defaulted mortgage loan;

                                 o no prepayment premium or yield maintenance
                                   charge will be payable in connection with
                                   any repurchase of a mortgage loan resulting
                                   from a material breach of representation or
                                   warranty or a material document defect by
                                   the mortgage loan seller;

                                 o no prepayment premium or yield maintenance
                                   charge will be payable in connection with
                                   the purchase of all of the mortgage loans
                                   and any REO properties by the special
                                   servicer, master servicer or any holder or
                                   holders of certificates evidencing a
                                   majority interest in the controlling class
                                   in connection with the termination of
                                   the trust;


                                      S-58


                                  o no prepayment premium or yield maintenance
                                    charge will be payable in connection with
                                    the purchase of defaulted mortgage loans by
                                    the master servicer, special servicer, the
                                    Class PA certificateholders (with respect
                                    to the PA Pari Passu Note A-1 Component
                                    Mortgage Loan) or the Class WB
                                    certificateholders (with respect to the WB
                                    Component Mortgage Loan), any mezzanine
                                    lender or any holder or holders of
                                    certificates evidencing a majority interest
                                    in the controlling class; and

                                 o in general, no prepayment premium or yield
                                   maintenance charge is payable with respect
                                   to a prepayment due to casualty or
                                   condemnation.

                                 See "Certain Legal Aspects of Mortgage
                                 Loans--Default Interest and Limitations on
                                 Prepayments" in the accompanying prospectus.
                                 See "Description of the Mortgage Pool--
                                 Assignment of the Mortgage Loans; Repurchases
                                 and Substitutions" and "--Representations and
                                 Warranties; Repurchases and Substitutions",
                                 "Servicing of the Mortgage Loans--Defaulted
                                 Mortgage Loans; Purchase Option" and
                                 "Description of the Certificates--Termination"
                                 in this prospectus supplement.


THE ABSENCE OF LOCKBOXES ENTAILS
 RISKS THAT COULD ADVERSELY AFFECT
 PAYMENTS ON YOUR CERTIFICATES.  Generally, the mortgage loans in the trust fund
                                 do not require the related borrower to cause
                                 rent and other payments to be made into a
                                 lockbox account maintained on behalf of the
                                 mortgagee. However, certain of the mortgage
                                 loans have lockbox accounts in place or provide
                                 for a springing lockbox. See "Annex A" to this
                                 prospectus supplement for information regarding
                                 these mortgage loans. If rental payments are
                                 not required to be made directly into a lockbox
                                 account, there is a risk that the borrower will
                                 divert such funds for other purposes.

RISKS RELATED TO REDEVELOPMENT,
 RENOVATION AND REPAIRS AT
 MORTGAGED PROPERTIES.........   Certain of the mortgaged properties are
                                 currently undergoing, or are expected to
                                 undergo in the future, redevelopment,
                                 renovation or repairs. Additional multifamily
                                 units are currently being built at the
                                 mortgaged property securing one mortgage loan
                                 (Loan No. 20050573), representing 1.5% of the
                                 initial pool balance. Additionally, with
                                 respect to Loan No. 43108, representing 3.2% of
                                 the initial pool balance, hurricane repairs are
                                 still being made. See "--The Geographic
                                 Concentration of Mortgaged Properties may
                                 Adversely Affect Payment on Your Certificates"
                                 in this prospectus supplement. We cannot assure
                                 you that any current or planned redevelopment,
                                 renovation or repairs will be completed, that
                                 such redevelopment, renovation or repairs will
                                 be completed in the time frame contemplated, or
                                 that, when and if redevelopment or renovation
                                 is


                                      S-59


                                 completed, such 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 borrower to repay the related mortgage
                                 loan.

                                 In the event that the related borrower fails
                                 to pay the costs for work completed or
                                 material delivered in connection with such
                                 ongoing redevelopment, renovation or repairs,
                                 the portion of the mortgaged property on which
                                 there are renovations may be subject to
                                 mechanic's or materialmen's liens that may be
                                 senior to the lien of the related mortgage
                                 loan. The existence of construction or
                                 renovation at a mortgaged property may make
                                 such mortgaged property less attractive to
                                 tenants or their customers, and accordingly
                                 could have a negative impact on net operating
                                 income.

THE OPERATION OF THE MORTGAGED
 PROPERTY UPON FORECLOSURE OF
 THE MORTGAGE LOAN MAY AFFECT
 TAX STATUS...................   If the trust were to acquire a mortgaged
                                 property subsequent to a default on the related
                                 mortgage loan pursuant to a foreclosure or deed
                                 in lieu of foreclosure, the special servicer
                                 would be required to retain an independent
                                 contractor to operate and manage the mortgaged
                                 property. Among other things, the independent
                                 contractor would not be permitted to perform
                                 construction work on the mortgaged property
                                 unless such construction generally was at least
                                 10% complete at the time default on the related
                                 mortgage loan became imminent. In addition, any
                                 net income from such operation and management,
                                 other than qualifying "rents from real
                                 property" (as defined in Section 856(d) of the
                                 Internal Revenue Code of 1986, as amended), or
                                 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 the
                                 trust fund to federal (and possibly state or
                                 local) tax on such income at the highest
                                 marginal corporate tax rate (currently 35%),
                                 thereby reducing net proceeds available for
                                 distribution to certificateholders. 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 be required in certain
                                 jurisdictions, particularly in New York, to pay
                                 state or local transfer or excise taxes upon
                                 liquidation of such mortgaged properties. Such
                                 state or local taxes may reduce net proceeds
                                 available for distribution to the
                                 certificateholders.
PROPERTY VALUE MAY BE ADVERSELY
 AFFECTED EVEN WHEN CURRENT
 OPERATING INCOME IS NOT......   Various factors may adversely affect the
                                 value of a mortgaged property without affecting
                                 the property's


                                      S-60


                                 current net operating income. These factors
                                 include, among others:

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

                                 o potential environmental legislation or
                                   liabilities or other legal liabilities;

                                 o the availability of refinancing;

                                 o changes in interest rate levels; and

                                 o reduction in, or loss of, real estate tax
                                   abatements, exemptions, tax incremental
                                   financing arrangements, or similar
                                   benefits.


LEASEHOLD INTERESTS ARE SUBJECT
 TO TERMS OF THE GROUND LEASE..  Three mortgaged properties, representing 1.9%
                                 of the initial pool balance, are secured, in
                                 whole or in part, by a mortgage on a ground
                                 lease. Leasehold mortgages are subject to
                                 certain risks not associated with mortgage
                                 loans secured by the fee estate of the
                                 mortgagor. The most significant of these risks
                                 is that the ground lease may terminate if,
                                 among other reasons, the ground lessee breaches
                                 or defaults in its obligations under the ground
                                 lease or there is a bankruptcy of the ground
                                 lessee or the ground lessor. Accordingly, a
                                 leasehold mortgagee may lose the collateral
                                 securing its leasehold mortgage. In addition,
                                 although the consent of the ground lessor
                                 generally will not be required for foreclosure,
                                 the terms and conditions of a leasehold
                                 mortgage may be subject to the terms and
                                 conditions of the ground lease, and the rights
                                 of a ground lessee or a leasehold mortgagee
                                 with respect to, among other things, insurance,
                                 casualty and condemnation may be affected by
                                 the provisions of the ground lease.

                                 In Precision Indus. v. Qualitech Steel SBQ,
                                 LLC, 327 F.3d 537 (7th Cir. 2003), the United
                                 States Court of Appeals for the Seventh
                                 Circuit ruled with respect to an unrecorded
                                 lease of real property that where a statutory
                                 sale of the fee interest in leased property
                                 occurs under Section 363(f) of the Bankruptcy
                                 Code (11 U.S.C.  Section  363(f)) upon the
                                 bankruptcy of a landlord, such sale terminates
                                 a lessee's possessory interest in the
                                 property, and the purchaser assumes title free
                                 and clear of any interest, including any
                                 leasehold estates.

                                 Generally, each related ground lease requires
                                 the lessor to give the lender notice of the
                                 borrower's defaults under the ground lease and
                                 an opportunity to cure them; permits the
                                 leasehold interest to be assigned to the
                                 lender or the purchaser at a foreclosure sale
                                 (in some cases only upon the consent of the
                                 lessor) and contains certain other protective
                                 provisions typically included in a
                                 "mortgageable" ground lease.


                                      S-61


                                 Upon the bankruptcy of a lessor or a lessee
                                 under a ground lease, the debtor entity has
                                 the right to assume or reject the lease. If a
                                 debtor lessor rejects the lease, the lessee
                                 has the right to remain in possession of its
                                 leased premises for the rent otherwise payable
                                 under the lease for the term of the lease
                                 (including renewals). If a debtor
                                 lessee/borrower rejects any or all of the
                                 lease, the leasehold lender could succeed to
                                 the lessee/borrower's position under the lease
                                 only if the lessor specifically grants the
                                 lender such right. If both the lessor and the
                                 lessee/borrowers are involved in bankruptcy
                                 proceedings, the trustee may be unable to
                                 enforce the bankrupt lessee/borrower's right
                                 to refuse to treat a ground lease rejected by
                                 a bankrupt lessor as terminated. In such
                                 circumstances, a lease could be terminated
                                 notwithstanding lender protection provisions
                                 contained therein or in the mortgage.

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

CONDOMINIUM OWNERSHIP MAY LIMIT
 USE AND IMPROVEMENTS.........   In the case of condominiums, a board of
                                 managers generally has discretion to make
                                 decisions affecting the condominium building
                                 and there may be no assurance that the borrower
                                 under a mortgage loan secured by one or more
                                 interests in that condominium will have any
                                 control over decisions made by the related
                                 board of managers. Thus, decisions made by that
                                 related board of managers, including regarding
                                 assessments to be paid by the unit owners,
                                 insurance to be maintained on the condominium
                                 building and many other decisions affecting the
                                 maintenance, repair and, in the event of a
                                 casualty or condemnation, restoration of that
                                 building, may have a significant impact on the
                                 mortgage loans in the trust fund that are
                                 secured by mortgaged properties consisting of
                                 such condominium interests. There can be no
                                 assurance that the related board of managers
                                 will always act in the best interests of the
                                 borrower under those mortgage loans. Further,
                                 due to the nature of condominiums, a default
                                 under the related mortgage loan will not allow
                                 the special servicer the same flexibility in
                                 realizing on the collateral as is generally
                                 available with respect to 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 such a mortgaged
                                 property, due to the possible existence of
                                 multiple loss payees on any insurance policy
                                 covering that mortgaged property, there could
                                 be a delay in the allocation of related
                                 insurance proceeds, if any.


                                      S-62


                                 Consequently, servicing and realizing upon the
                                 collateral described above could subject the
                                 certificateholders to a greater delay, expense
                                 and risk than with respect to a mortgage loan
                                 secured by a property that is not a
                                 condominium.


INFORMATION REGARDING THE MORTGAGE
 LOANS IS LIMITED.............   The information set forth in this prospectus
                                 supplement with respect to the mortgage loans
                                 is derived principally from one or more of the
                                 following sources:

                                  o a review of the available credit and legal
                                    files relating to the mortgage loans;

                                  o inspections of each mortgaged property with
                                    respect to the applicable mortgage loan
                                    undertaken by or on behalf of a mortgage
                                    loan seller;

                                  o generally, unaudited operating statements
                                    for the mortgaged properties related to the
                                    mortgage loans supplied by the borrowers;

                                  o appraisals for the mortgaged properties
                                    related to the mortgage loans that
                                    generally were performed in connection with
                                    origination (which appraisals were used in
                                    presenting information regarding the
                                    cut-off date loan-to-value ratios of such
                                    mortgaged properties as of the cut-off date
                                    under "Description of the Mortgage Pool"
                                    and in Annex A to this prospectus
                                    supplement for illustrative purposes only);


                                  o engineering reports and environmental
                                    reports for the mortgaged properties
                                    related to the mortgage loans that
                                    generally were prepared in connection with
                                    origination; and

                                  o information supplied by entities from which
                                    the mortgage loan seller acquired, or which
                                    currently service, certain of the mortgage
                                    loans.

                                 All of the mortgage loans were originated
                                 during the preceding 12 months. Of these
                                 mortgage loans, several mortgage loans
                                 constitute acquisition financing. Accordingly,
                                 limited or no operating information is
                                 available with respect to the related
                                 mortgaged property. In addition, certain
                                 properties may allow for the substitution of a
                                 part or all of the mortgaged property, subject
                                 to various conditions. See "Description of the
                                 Mortgage Pool--Release or Substitution of
                                 Properties" in this prospectus supplement.
                                 Accordingly, no information is presently
                                 available with respect to a property that may
                                 be substituted for a mortgaged property.
BORROWER LITIGATION MAY AFFECT
 TIMING OR PAYMENT ON YOUR
 CERTIFICATES.................   Certain borrowers and the principals of certain
                                 borrowers and/or managers may have been
                                 involved in bankruptcy, foreclosure or similar
                                 proceedings or have otherwise been parties to
                                 real estate-related litigation.


                                      S-63


                                 In addition, with respect to one mortgage loan
                                 (Loan No. 20050660), representing 1.5% of the
                                 initial pool balance, Triple Net Properties,
                                 LLC ("Triple Net") is the sponsor of one of the
                                 related tenant-in-common borrowers, the
                                 guarantor and an affiliate of the related
                                 property manager. Triple Net has advised the
                                 related mortgage loan seller that it is
                                 currently the subject of, and cooperating in,
                                 an investigation by the Securities and Exchange
                                 Commission regarding certain of its activities.
                                 In public filings made by G REIT, Inc., a
                                 public company affiliated with Triple Net, the
                                 company indicated that the Securities and
                                 Exchange Commission requested information
                                 relating to disclosure in securities offerings
                                 and exemptions from the registration
                                 requirements of the Securities Act of 1933, as
                                 amended, for the private offerings in which
                                 Triple Net and its affiliated entities were
                                 involved. In a recent filing with the
                                 Securities and Exchange Commission, G REIT,
                                 Inc. indicated that the information disclosed
                                 in connection with these securities offerings
                                 relating to the prior performance of all public
                                 and non-public investment programs sponsored by
                                 Triple Net contained certain errors. G REIT,
                                 Inc. reported that these errors included the
                                 following: (i) the prior performance tables
                                 included in the offering documents were stated
                                 to be presented on a GAAP basis but generall`y
                                 were not, (ii) a number of the prior
                                 performance data figures were themselves
                                 erroneous, even as presented on a tax or cash
                                 basis, and (iii) with respect to certain
                                 programs sponsored by Triple Net, where Triple
                                 Net invested either alongside or in other
                                 programs sponsored by Triple Net, the nature
                                 and results of these investments were not fully
                                 and accurately disclosed in the tables,
                                 resulting in an overstatement of Triple Net's
                                 program and aggregate portfolio operating
                                 results. We cannot assure you that Triple Net
                                 will be able to adequately address these
                                 disclosure issues or that these investigations
                                 will not have an adverse effect on the
                                 performance of Triple Net. Neither the
                                 depositor nor the related mortgage loan seller
                                 is aware of any litigation currently pending.
                                 We cannot assure you that if litigation were to
                                 commence, it would not have a material adverse
                                 effect on your certificates.

                                 There may also be other legal proceedings
                                 pending and, from time to time, threatened
                                 against the borrowers and their affiliates
                                 relating to the business of or arising out of
                                 the ordinary course of business of the
                                 borrowers and their affiliates. We cannot
                                 assure you that such litigation will not have
                                 a material adverse effect on the distributions
                                 to certificateholders.

RELIANCE ON A SINGLE TENANT OR
 A SMALL GROUP OF TENANTS MAY
 INCREASE THE RISK OF LOSS....   With respect to 21 mortgaged properties,
                                 representing 6.2% of the initial pool balance,
                                 the mortgaged property is leased to a single
                                 tenant (which includes one mortgage loan (Loan
                                 No. 58766), representing 0.6% of the initial


                                      S-64


                                 pool balance, which has one primary lease to
                                 one tenant, but which has been subleased to
                                 several tenants). A deterioration in the
                                 financial condition of a tenant can be
                                 particularly significant if a mortgaged
                                 property is leased to a single tenant or a
                                 small number of tenants. Mortgaged properties
                                 leased to a single tenant or a small number of
                                 tenants also are more susceptible to
                                 interruptions of cash flow if a tenant fails
                                 to renew its lease. This is because the
                                 financial effect of the absence of rental
                                 income may be severe; more time may be
                                 required to relet the space; and substantial
                                 capital costs may be incurred to make the
                                 space appropriate for replacement tenants. In
                                 this regard, see "Risk Factors--Risks Related
                                 to the Mortgage Loans--Particular Property
                                 Types Present Special Risks--Retail
                                 Properties" and "--Office Properties" in this
                                 prospectus supplement.

                                 Retail and office properties also may be
                                 adversely affected if there is a concentration
                                 of particular tenants among the mortgaged
                                 properties or of tenants in a particular
                                 business or industry.


MORTGAGED PROPERTIES WITH
 TENANTS PRESENT SPECIAL RISK..  The income from, and market value of, the
                                 mortgaged properties leased to various tenants
                                 would be adversely affected if:

                                 o space in the mortgaged properties could not
                                   be leased or relet;

                                 o tenants were unable to meet their lease
                                   obligations;

                                 o leasing or re-leasing is restricted by
                                   exclusive rights of tenants to lease the
                                   mortgaged properties or other covenants not
                                   to lease space for certain uses or
                                   activities, or covenants limiting the types
                                   of tenants to which space may be leased;

                                 o substantial re-leasing costs were required
                                   and/or the cost of performing landlord
                                   obligations under existing leases
                                   materially increased;

                                 o a significant tenant were to become a
                                   debtor in a bankruptcy case; or

                                 o rental payments could not be collected for
                                   any other reason.












                                      S-65


                                 Repayment of the mortgage loans secured by
                                 retail, offices and industrial and warehouse
                                 properties will be affected by the expiration
                                 of leases and the ability of the respective
                                 borrowers to renew the leases or relet the
                                 space on comparable terms. In addition, if a
                                 significant portion of tenants have leases
                                 which expire near or at maturity of the related
                                 mortgage loan, then it may make it more
                                 difficult for the related borrower to seek
                                 refinancing or make any applicable balloon
                                 payment. Certain of the mortgaged properties
                                 may be leased in whole or in part by
                                 government-sponsored tenants who have the right
                                 to cancel their leases at any time or for lack
                                 of appropriations. Other tenants may have the
                                 right to cancel or terminate their leases prior
                                 to the expiration of the lease term or upon the
                                 occurrence of certain events including, but not
                                 limited to, the loss of an anchor tenant at the
                                 mortgaged property. Additionally, mortgage
                                 loans may have concentrations of leases
                                 expiring at varying rates in varying
                                 percentages.

                                 Even if vacated space is successfully relet,
                                 the costs associated with reletting, including
                                 tenant improvements and leasing commissions,
                                 could be substantial and could reduce cash flow
                                 from the mortgaged properties. Moreover, if a
                                 tenant defaults in its obligations to a
                                 borrower, the borrower 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.

                                 In addition, certain mortgaged properties may
                                 have tenants that are paying rent but are not
                                 in occupancy or may have vacant space that is
                                 not leased, and in certain cases, the
                                 occupancy percentage could be less than 80%.
                                 Any "dark" space at or nearby the mortgaged
                                 property may cause the mortgaged property to
                                 be less desirable to other potential tenants
                                 or the related tenant may be more likely to
                                 default in its obligations under the lease. We
                                 cannot assure you that those tenants will
                                 continue to fulfill their lease obligations or
                                 that the space will be relet.

                                 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.


                                      S-66


                                 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 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 is not
                                 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.


MORTGAGED PROPERTIES WITH MULTIPLE
 TENANTS MAY INCREASE RELETTING
 COSTS AND REDUCE CASH FLOW...   If a mortgaged property has multiple tenants,
                                 reletting expenditures may be more frequent
                                 than in the case of mortgaged properties with
                                 fewer tenants, thereby reducing the cash flow
                                 available for debt service payments.
                                 Multi-tenanted mortgaged properties also may
                                 experience higher continuing vacancy rates and
                                 greater volatility in rental expenses.


TENANCIES IN COMMON MAY HINDER
 OR DELAY RECOVERY............   With respect to nine mortgage loans,
                                 representing 5.8% of the initial pool balance,
                                 the borrowers own the related mortgaged
                                 property as tenants in common. These mortgage
                                 loans may be subject to prepayment, including
                                 during periods when prepayment might otherwise
                                 be prohibited, as a result of partition.
                                 Although some of the related borrowers have
                                 purported to waive any right of partition, we
                                 cannot assure you that any such waiver would be
                                 enforced by a court of competent jurisdiction.

                                 In general, with respect to a tenant in common
                                 ownership structure, each tenant in common
                                 owns an undivided share in the property and if
                                 such tenant in common desires to sell its
                                 interest in the property (and is unable to
                                 find a buyer or otherwise needs to force a
                                 partition) such tenant in common has the
                                 ability to request that a court order a sale
                                 of the property and distribute the proceeds to
                                 each tenant in common proportionally. As a
                                 result, if a borrower exercises such right of
                                 partition, the related mortgage loans may be
                                 subject to prepayment. In addition, the tenant
                                 in common structure may cause delays in the
                                 enforcement of remedies; this may occur, for
                                 example, because of procedural or substantive
                                 issues resulting from the existence of
                                 multiple borrowers under the related loan,
                                 such as in bankruptcy, in which circumstance,
                                 each time a tenant in common borrower files
                                 for bankruptcy, the bankruptcy court stay will
                                 be reinstated.

                                 In some cases, the related borrower is a
                                 special purpose entity (in some cases
                                 bankruptcy remote), reducing the risk of
                                 bankruptcy. There can be no assurance that a
                                 bankruptcy proceeding by a single tenant in
                                 common


                                      S-67


                                 borrower will not delay enforcement of this
                                 pooled mortgage loan. Additionally, in some
                                 cases, subject to the terms of the related
                                 mortgage loan documents, a borrower or a
                                 tenant-in-common borrower may assign its
                                 interests to one or more tenant-in-common
                                 borrowers. Such change to, or increase in, the
                                 number of tenant-in-common borrowers increases
                                 the risks related to this ownership structure.



TENANT BANKRUPTCY ADVERSELY
 AFFECTS PROPERTY PERFORMANCE..  The bankruptcy or insolvency of a major
                                 tenant, or a number of smaller tenants, in
                                 retail, office, industrial and warehouse
                                 properties may adversely affect the income
                                 produced by a mortgaged property. Under the
                                 federal 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
                                 (absent collateral securing the claim). The
                                 claim would be limited to the unpaid rent
                                 reserved under the lease for the periods prior
                                 to the bankruptcy petition (or earlier
                                 surrender of the leased premises) which are
                                 unrelated to the rejection, plus the greater of
                                 one year's rent or 15% of the remaining
                                 reserved rent (but not more than three year's
                                 rent). There are several cases in which one or
                                 more tenants at a mortgaged property have
                                 declared bankruptcy. We cannot assure you that
                                 any such tenant will affirm its lease.

                                 In this respect, the largest tenant at the
                                 mortgaged property securing one mortgage loan,
                                 representing 8.8% of the initial pool balance,
                                 is a subsidiary of Spiegel, Inc., which filed
                                 for bankruptcy on March 17, 2003. See
                                 "Significant Mortgage Loan
                                 Descriptions--Ridgedale Center Mortgage Loan"
                                 in Annex E to this prospectus supplement.

ONE ACTION RULES MAY LIMIT
 REMEDIES.....................   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, the special
                                 servicer is required to obtain advice of
                                 counsel prior to enforcing any of the trust
                                 fund's rights under any of the mortgage loans
                                 that include mortgaged properties where the
                                 rule could be applicable.

PROPERTY INSURANCE MAY NOT
 PROTECT YOUR CERTIFICATES
 FROM LOSS IN THE EVENT OF
 CASUALTY OR LOSS.............   The mortgage loan documents for each of the
                                 mortgage loans generally require the borrower
                                 to maintain, or cause to be maintained,
                                 specified property and liability insurance. The
                                 mortgaged properties may suffer casualty losses
                                 due to risks which were not covered by
                                 insurance or for which insurance coverage is
                                 inadequate. We cannot assure you that borrowers
                                 will be able to maintain


                                      S-68


                                 adequate insurance. Moreover, if reconstruction
                                 or any major repairs are required, changes in
                                 laws may materially affect the borrower's
                                 ability to effect any reconstruction or major
                                 repairs or may materially increase the costs of
                                 the reconstruction or repairs. In addition
                                 certain of the mortgaged properties are located
                                 in California, Washington, Texas, Nevada and
                                 along the Southeastern coastal areas of the
                                 United States. These areas have historically
                                 been at greater risk regarding acts of nature
                                 (such as earthquakes, floods and hurricanes)
                                 than other states. The mortgage loans do not
                                 generally require the borrowers to maintain
                                 earthquake or windstorm insurance.

                                 In light of the September 11, 2001 terrorist
                                 attacks in New York City and the Washington,
                                 D.C. area, many reinsurance companies (which
                                 assume some of the risk of the policies sold by
                                 primary insurers) have indicated that they
                                 intend to eliminate coverage for acts of
                                 terrorism from their reinsurance policies.
                                 Without that reinsurance coverage, primary
                                 insurance companies would have to assume that
                                 risk themselves, which may cause them to
                                 eliminate such coverage in their policies,
                                 increase the amount of deductible for acts of
                                 terrorism or charge higher premiums for such
                                 coverage. In order to offset this risk,
                                 Congress passed the Terrorism Risk Insurance
                                 Act of 2002, which established the Terrorism
                                 Insurance Program. The Terrorism Insurance
                                 Program is administered by the Secretary of the
                                 Treasury and will provide financial assistance
                                 from the United States government to insurers
                                 in the event of another terrorist attack that
                                 is the subject of an insurance claim. The
                                 Treasury Department will establish procedures
                                 for the Terrorism Insurance Program under which
                                 the federal share of compensation will be equal
                                 to 90% 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. An
                                 insurer that has paid its deductible is not
                                 liable for the payment of any portion of total
                                 annual United States-wide losses that exceed
                                 $100 billion, regardless of the terms of the
                                 individual insurance contracts. The Terrorism
                                 Risk Insurance Act of 2002 does not require
                                 insureds to purchase the coverage nor does it
                                 stipulate the pricing of the coverage. In
                                 addition, we cannot assure you that all of the
                                 borrowers under the mortgage loans have
                                 accepted the continued coverage. The Terrorism
                                 Insurance Program required that each insurer
                                 for policies in place prior to November 26,
                                 2002 provide its insureds, within 90 days after
                                 November 26, 2002, with a statement of the
                                 proposed premiums for terrorism coverage,
                                 identifying the portion of the risk that the
                                 federal government will cover. Insureds will
                                 have 30 days to accept the continued coverage
                                 and pay the premium. If an insured does not pay
                                 the premium,


                                      S-69


                                 insurance for acts of terrorism may be
                                 excluded from the policy. All policies for
                                 insurance issued after November 26, 2002 must
                                 make similar disclosure. Through December
                                 2005, insurance carriers are required under
                                 the program to provide terrorism coverage in
                                 their basic "all-risk" policies, as the
                                 Secretary of the Treasury extended such
                                 mandatory participation (originally scheduled
                                 to expire in December 2004). 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, subject to the immediately
                                 preceding paragraph. Any state approval of
                                 such types of exclusions in force on November
                                 26, 2002 is also voided. However, it is
                                 unclear what acts will fall under the category
                                 of "terrorism" as opposed to "acts of war" or
                                 "natural disasters," which may not be covered
                                 by such program. In addition, coverage under
                                 such program will only be available for
                                 terrorist acts that are committed by an
                                 individual or individuals acting on behalf of
                                 a foreign person or foreign interest. In
                                 addition, the Terrorism Insurance 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. It remains
                                 unclear what acts will fall under the purview
                                 of the Terrorism Insurance Program.

                                 Furthermore, since the Terrorism Insurance
                                 Program was passed into law, it has yet to be
                                 determined whether it or state legislation has
                                 lowered or will substantially lower the cost
                                 of obtaining terrorism insurance.

                                 Finally, the Terrorism Insurance Program
                                 terminates on December 31, 2005. We cannot
                                 assure you that such temporary program will
                                 create any long-term changes in the
                                 availability and cost of such insurance.
                                 Moreover, we cannot assure you that such
                                 program will be renewed or subsequent
                                 terrorism insurance legislation will be passed
                                 upon its expiration. New legislation was
                                 introduced in June 2004 and reintroduced in
                                 February 2005 to extend the Terrorism Risk
                                 Insurance Program for an additional two years
                                 beyond December 31, 2005. However, we cannot
                                 assure you that such proposal will be enacted
                                 into law.

                                 While most of the mortgage loans by their terms
                                 require the borrower to maintain insurance
                                 against acts of terrorism (subject to
                                 commercially reasonable availability, cost or
                                 other limitations) consistent with owners of
                                 similar properties, the mortgage loan documents
                                 for some of the mortgage loans do not
                                 specifically require the borrowers to obtain,
                                 or permit the lender to require, insurance
                                 coverage against acts of terrorism. Although
                                 the mortgage loan documents relating to such
                                 mortgage loans


                                      S-70


                                 may contain provisions which permit the lender
                                 to require other reasonable insurance and
                                 which do not expressly forbid the lender from
                                 requiring terrorism insurance, we cannot
                                 assure you whether requiring terrorism
                                 insurance would be reasonable or otherwise
                                 permissible under the general provisions for
                                 any mortgage loan.

                                 If the mortgage loan documents require
                                 insurance covering terrorist or similar acts,
                                 the master servicer or the special servicer,
                                 pursuant to the pooling and servicing
                                 agreement, may not be required to maintain
                                 insurance covering terrorist or similar acts,
                                 nor will it be required to call a default under
                                 a mortgage loan if the related borrower fails
                                 to maintain such insurance and the special
                                 servicer consents. In determining whether to
                                 require insurance for terrorism or similar acts
                                 or to call a default, each of the master
                                 servicer and the special servicer will consider
                                 the following two factors following due inquiry
                                 in accordance with the servicing standard:

                                 o whether such insurance is not available at
                                   commercially reasonable rates; and

                                 o whether at that time, the risks relating to
                                   terrorism or similar acts were not commonly
                                   insured against for properties similar to
                                   the mortgaged property and located in or
                                   around the region in which the mortgaged
                                   property is located.

                                 However, if the special servicer determines
                                 following due inquiry, in accordance with the
                                 servicing standard, that it is in the best
                                 interests of the certificateholders not to
                                 call a default, the master servicer and the
                                 special servicer may, in certain
                                 circumstances, waive the default regardless of
                                 such factors.

                                 Any losses incurred with respect to mortgage
                                 loans included in the trust fund due to
                                 uninsured risks or insufficient hazard
                                 insurance proceeds could adversely affect
                                 distributions on your certificates.

ZONING LAWS AND USE RESTRICTIONS
 MAY AFFECT THE OPERATION OF A
 MORTGAGED PROPERTY OR THE
 ABILITY  TO REPAIR OR RESTORE
 A MORTGAGED PROPERTY.........   Certain of the mortgaged properties may not
                                 comply with current zoning laws, including
                                 density, use, parking and set back
                                 requirements, due to changes in zoning
                                 requirements after such mortgaged properties
                                 were constructed. These properties, as well as
                                 those for which variances or special permits
                                 were issued, are considered to be a "legal
                                 non-conforming use" and/or the improvements are
                                 considered to be "legal non-conforming
                                 structures". This means that the borrower is
                                 not required to alter the use or structure to
                                 comply with the existing or new law; however,
                                 the borrower may not be able to rebuild the
                                 premises "as is" in the event of a casualty


                                      S-71


                                 loss. This may adversely affect the cash flow
                                 of the property following the casualty. If a
                                 casualty were to occur, we cannot assure you
                                 that insurance proceeds would be available to
                                 pay the mortgage loan in full. In addition, if
                                 the property were repaired or restored in
                                 conformity with the current law, the value of
                                 the property or the revenue-producing
                                 potential of the property may not be equal to
                                 that which existed before the casualty.

                                 In addition, certain of the mortgaged
                                 properties which are non-conforming may not be
                                 "legal non-conforming uses" or "legal
                                 non-conforming structures". 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 the leases,
                                 restrictive covenants, reciprocal easement
                                 agreements or operating agreements or, in the
                                 case of mortgaged properties that are or
                                 constitute a portion of condominiums,
                                 condominium declarations or other condominium
                                 use restrictions or regulations, especially in
                                 a situation where the mortgaged property does
                                 not represent the entire condominium property.
                                 Such use restrictions include, for example,
                                 limitations on the 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.


SOME MORTGAGED PROPERTIES MAY NOT
 BE READILY CONVERTIBLE TO
 ALTERNATIVE USES.............   Some of the mortgaged properties may not be
                                 readily convertible to alternative uses if
                                 those properties were to become unprofitable
                                 for any reason or if those properties were
                                 designated as historic sites. Converting
                                 commercial properties and manufactured housing
                                 communities to alternate uses generally
                                 requires substantial capital expenditures. The
                                 liquidation value of a mortgaged property
                                 consequently may be substantially less than
                                 would be the case if the property were readily
                                 adaptable to other uses.

                                 Zoning or other restrictions also may prevent
                                 alternative uses. See "Risk Factors--Risks
                                 Related to the Mortgage Loans--Zoning Laws and
                                 Use Restrictions May Affect the Operation of a
                                 Mortgaged Property or the Ability to Repair or
                                 Restore a Mortgaged Property" above.


                                      S-72


APPRAISALS ARE LIMITED IN
 REFLECTING THE VALUE OF
 A MORTGAGED PROPERTY..........  Appraisals were obtained with respect to each
                                 of the mortgaged properties in connection with
                                 the origination of the applicable mortgage
                                 loan. In general, appraisals represent the
                                 analysis and opinion of qualified appraisers
                                 and are not guarantees of present or future
                                 value. One appraiser may reach a different
                                 conclusion than the conclusion that would be
                                 reached if a different appraiser were
                                 appraising that property. 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. That amount could be
                                 significantly higher than the amount obtained
                                 from the sale of a mortgaged property under a
                                 distress or liquidation sale. In certain cases,
                                 appraisals may reflect "as stabilized" values
                                 reflecting certain assumptions, such as future
                                 construction completion, projected re-tenanting
                                 or increased tenant occupancies. We cannot
                                 assure you that the information set forth in
                                 this prospectus supplement regarding appraised
                                 values or loan-to-value ratios accurately
                                 reflects past, present or future market values
                                 of the mortgaged properties.


MORTGAGE LOAN SELLERS MAY NOT BE
 ABLE TO MAKE A REQUIRED
 REPURCHASE OR SUBSTITUTION OF A
 DEFECTIVE MORTGAGE LOAN......   Each mortgage loan seller is the sole
                                 warranting party in respect of the mortgage
                                 loans sold by such mortgage loan seller to us.
                                 Neither we nor any of our affiliates (except,
                                 in certain circumstances, for Bank of America
                                 N.A. in its capacity as a mortgage loan seller)
                                 are obligated to repurchase or substitute any
                                 mortgage loan in connection with either a
                                 breach of any mortgage loan seller's
                                 representations and warranties or any document
                                 defects, if such mortgage loan seller defaults
                                 on its repurchase or substitution obligation.
                                 We cannot assure you that the mortgage loan
                                 sellers will have the financial ability to
                                 effect such repurchases or substitutions. Any
                                 mortgage loan that is not repurchased or
                                 substituted and that is not a "qualified
                                 mortgage" for a REMIC may cause the trust fund
                                 to fail to qualify as one or more REMICs or
                                 cause the trust fund to incur a tax. See
                                 "Description of the Mortgage Pool--The Mortgage
                                 Loan Sellers", "--Assignment of the Mortgage
                                 Loans; Repurchases and Substitutions" and
                                 "--Representations and Warranties; Repurchases
                                 and Substitutions" in this prospectus
                                 supplement and "The Pooling and Servicing
                                 Agreements--Representations and Warranties;
                                 Repurchases" in the accompanying prospectus.
RISKS RELATED
 TO ENFORCEABILITY.............  All of the mortgages permit the lender to
                                 accelerate the debt upon default by the
                                 borrower. The courts of all states will enforce
                                 acceleration clauses in the event of a material
                                 payment default. Courts, however, may refuse to


                                      S-73


                                 permit foreclosure or acceleration if a
                                 default is deemed immaterial or the exercise
                                 of those remedies would be unjust or
                                 unconscionable.

                                 If a mortgaged property has tenants, the
                                 borrower typically assigns its income as
                                 landlord to the lender as further security,
                                 while retaining a license to collect rents as
                                 long as there is no default. If the borrower
                                 defaults, the license terminates and the
                                 lender is entitled to collect rents. In
                                 certain jurisdictions, such assignments may
                                 not be perfected as security interests until
                                 the lender takes actual possession of the
                                 property's cash flow. In some jurisdictions,
                                 the lender may not be entitled to collect
                                 rents until the lender takes possession of the
                                 property and secures the appointment of a
                                 receiver. In addition, as previously
                                 discussed, if bankruptcy or similar
                                 proceedings are commenced by or for the
                                 borrower, the lender's ability to collect the
                                 rents may be adversely affected.

POTENTIAL ABSENCE OF ATTORNMENT
 PROVISIONS ENTAILS RISKS.....   In some jurisdictions, if tenant leases are
                                 subordinate to the liens created by the
                                 mortgage and do not contain attornment
                                 provisions (i.e., provisions requiring the
                                 tenant to recognize a successor owner following
                                 foreclosure as landlord under the lease), the
                                 leases may terminate upon the transfer of the
                                 property to a foreclosing lender or purchaser
                                 at foreclosure. Not all leases were reviewed to
                                 ascertain the existence of attornment or
                                 subordination provisions. Accordingly, if a
                                 mortgaged property is located in such a
                                 jurisdiction and is leased to one or more
                                 desirable tenants under leases that are
                                 subordinate to the mortgage and do not contain
                                 attornment provisions, such mortgaged property
                                 could experience a further decline in value if
                                 such tenants' leases were terminated. This is
                                 particularly likely if such tenants were paying
                                 above-market rents or could not be replaced.

                                 If a lease is not subordinate to a mortgage,
                                 the trust will not possess the right to
                                 dispossess the tenant upon foreclosure of the
                                 mortgaged property (unless otherwise agreed to
                                 with the tenant). If the lease contains
                                 provisions inconsistent with the mortgage
                                 (e.g., provisions relating to application of
                                 insurance proceeds or condemnation awards) or
                                 which could affect the enforcement of the
                                 lender's rights (e.g., a right of first
                                 refusal to purchase the property), the
                                 provisions of the lease will take precedence
                                 over the provisions of the mortgage.

RISKS RELATING TO COSTS OF
 COMPLIANCE WITH APPLICABLE
 LAWS AND REGULATIONS.........   A borrower may be required to incur costs to
                                 comply with various existing and future
                                 federal, state or local laws and regulations
                                 applicable to the related mortgaged property,
                                 for example, zoning laws and the Americans with
                                 Disabilities Act of 1990, as amended, which
                                 requires


                                      S-74


                                 all public accommodations to meet certain
                                 federal requirements related to access and use
                                 by persons with disabilities. See "Certain
                                 Legal Aspects of Mortgage Loans--Americans
                                 with Disabilities Act" in the accompanying
                                 prospectus. The expenditure of these costs 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.

NO MORTGAGE LOAN INCLUDED IN
 THE TRUST FUND HAS BEEN
 REUNDERWRITTEN...............   We have not reunderwritten the mortgage
                                 loans. Instead, we have relied on the
                                 representations and warranties made by each
                                 mortgage loan seller, and the related mortgage
                                 loan seller's obligation to repurchase or
                                 substitute a mortgage loan or cure the breach
                                 in the event of a material breach of a
                                 representation or warranty. 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
                                 cannot assure you that a mortgage loan seller
                                 will be able to repurchase or substitute a
                                 mortgage loan or cure the breach in the event
                                 of a material breach of a representation or
                                 warranty. See "Description of the Mortgage
                                 Pool--Representations and Warranties;
                                 Repurchases and Substitutions" in this
                                 prospectus supplement.

BOOK-ENTRY SYSTEM FOR
 CERTIFICATES MAY DECREASE
 LIQUIDITY AND DELAY PAYMENT...  The offered certificates will be issued as
                                 book-entry certificates. Each class of
                                 book-entry certificates will be initially
                                 represented by one or more certificates
                                 registered in the name of a nominee for The
                                 Depository Trust Company, or DTC. Since
                                 transactions in the classes of book-entry
                                 certificates generally can be effected only
                                 through The Depository Trust Company, and its
                                 participating organizations:

                                  o the liquidity of book-entry certificates in
                                    secondary trading market that may develop
                                    may be limited
                                    because investors may be unwilling to
                                    purchase certificates for which they cannot
                                    obtain physical certificates;

                                  o your ability to pledge certificates to
                                    persons or entities that do not participate
                                    in the DTC system, or otherwise to take
                                    action in respect of the certificates, may
                                    be limited due to the lack of a physical
                                    security representing the certificates;


                                      S-75


                                  o your access to information regarding the
                                    certificates may be limited since
                                    conveyance of notices and other
                                    communications by The Depository Trust
                                    Company to its participating organizations,
                                    and directly and indirectly through those
                                    participating organizations to you, will be
                                    governed by arrangements among them,
                                    subject to any statutory or regulatory
                                    requirements as may be in effect at that
                                    time; and

                                  o you may experience some delay in receiving
                                    distributions of interest and principal on
                                    your certificates because distributions
                                    will be made by the trustee to DTC and DTC
                                    will then be required to credit those
                                    distributions to the accounts of its
                                    participating organizations and only then
                                    will they be credited to your account
                                    either directly or indirectly through DTC's
                                    participating organizations.

                                 See "Description of the
                                 Certificates--Registration and Denominations"
                                 in this prospectus supplement.

     SEE "RISK FACTORS" IN THE ACCOMPANYING PROSPECTUS FOR A DESCRIPTION OF
CERTAIN OTHER RISKS AND SPECIAL CONSIDERATIONS THAT MAY BE APPLICABLE TO YOUR
CERTIFICATES AND THE MORTGAGE LOANS.


















                                      S-76


                       DESCRIPTION OF THE MORTGAGE POOL

GENERAL

     The Mortgage Pool consists of 109 multifamily and commercial Mortgage
Loans.

<TABLE>

                                                                                               % OF
                                                                                              INITIAL
                                                       NUMBER OF       AGGREGATE CUT-OFF       POOL
                     SELLER                         MORTGAGE LOANS        DATE BALANCE        BALANCE
------------------------------------------------   ----------------   -------------------   ----------

Bank of America, N.A. ..........................           46            $1,153,201,177         53.4%
Barclays Capital Real Estate Inc. ..............           42               577,035,726         26.7
Bear Stearns Commercial Mortgage, Inc. .........           21               430,807,447         19.9
                                                           --            --------------        -----
TOTAL ..........................................          109            $2,161,044,350        100.0%
                                                          ===            ==============        =====
</TABLE>

     The Initial Pool Balance is $2,161,044,350, subject to a variance of plus
or minus 5%. The Initial Pool Balance (including Cut-off Date Balances) with
respect to each of the PA Pari Passu Note A-1 Component Mortgage Loan and the
WB Component Mortgage Loan are references solely to the PA Pari Passu Note A-1
Senior Component and the WB Senior Component, respectively. See "Description of
the Trust Funds" and "Certain Legal Aspects of Mortgage Loans" in the
accompanying prospectus.

     All numerical information provided in this prospectus supplement with
respect to the Mortgage Loans is provided on an approximate basis. All
numerical and statistical information presented herein is calculated as
described under "Glossary of Principal Definitions" in this prospectus
supplement. The principal balance of each Mortgage Loan as of the Cut-off Date
assumes the timely receipt of all principal scheduled to be paid on or before
the Cut-off Date and assumes no defaults, delinquencies or prepayments on any
Mortgage Loan on or before the Cut-off Date. All weighted average information
provided in this prospectus supplement, unless otherwise stated, reflects
weighting by related Cut-off Date Balance. All percentages of the Mortgage
Pool, or of any specified sub-group thereof, referred to herein without further
description are approximate percentages of the Initial Pool Balance. 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.

     When information presented in this prospectus supplement, with respect to
the Mortgaged Properties, is expressed as a percentage of the aggregate
principal balance of the pool of Mortgage Loans as of the Cut-off Date, the
percentages are based on an allocated loan amount that has been assigned to the
related Mortgaged Properties based upon one or more of the related Appraisal
Values, the related Underwritten Cash Flow or prior allocations reflected in
the related mortgage loan documents as set forth in Annex A to this prospectus
supplement.

     Each Mortgage Loan is evidenced by one or more Mortgage Notes and secured
by one or more Mortgages that create a first mortgage lien on a fee simple
and/or leasehold interest in the Mortgaged Property. Each Multifamily Loan is
secured by a Multifamily Mortgaged Property (i.e., a manufactured housing
community or complex consisting of five or more rental living units or one or
more apartment buildings each consisting of five or more rental living units)
(19 Mortgage Loans, representing 13.8% of the Initial Pool Balance). Each
Commercial Loan is secured by one or more Commercial Mortgaged Properties
(i.e., a hotel; retail shopping mall or center; an office building or complex;
an industrial or warehouse building; a self storage facility or other) (90
Mortgage Loans, representing 86.2% of the Initial Pool Balance).

     With respect to any Mortgage for which the related assignment of mortgage,
assignment of assignment of leases, security agreements and/or UCC financing
statements has been recorded in the name of MERS or its designee, no assignment
of mortgage, assignment of assignment of leases, security agreements and/or UCC
financing statements in favor of the Trustee will be required to be prepared or
delivered and instead, the Master Servicer, at the direction of the related
Mortgage Loan Seller, is required to take all actions as are necessary to cause
the Trustee on behalf of the Trust to be shown as, and the Trustee is required
to take all actions necessary to confirm that the Trustee on


                                      S-77


behalf of the Trust is shown as, the owner of the MERS Designated Mortgage
Loans on the records of MERS for purposes of the system of recording transfers
of beneficial ownership of mortgages maintained by MERS. The Trustee will
include the foregoing confirmation in the certification required to be
delivered by the Trustee after the Delivery Date pursuant to the Pooling and
Servicing Agreement.

     There are nine sets of Cross-Collateralized Mortgage Loans that consist of
cross-collateralized and cross-defaulted Mortgage Loans.

<TABLE>

                                   NUMBER OF                             % OF
                                    MORTGAGE    AGGREGATE CUT-OFF    INITIAL POOL
LOAN NUMBERS OF CROSSED LOANS        LOANS         DATE BALANCE        BALANCE
--------------------------------  -----------  -------------------  -------------

20050967 and 20050968 ..........        2          $ 51,834,508           2.4%
58844, 58845 and 58853 .........        3            44,285,300           2.0
20050810 and 20050811 ..........        2            20,186,322           0.9
20050820 and 20050821 ..........        2            18,102,060           0.8
20050808 and 20050809 ..........        2            16,998,683           0.8
20050813 and 20050814 ..........        2            15,661,857           0.7
20050817 and 20050818 ..........        2            14,845,017           0.7
20050815 and 20050816 ..........        2             8,109,645           0.4
20050725 and 20050725A .........        2             4,590,694           0.2
                                        -          ------------           ---
TOTAL ..........................       19          $194,614,087           9.0%
                                       ==          ============           ===
</TABLE>

     Each of the Cross-Collateralized Mortgage Loans is evidenced by a separate
Mortgage Note and secured by a separate Mortgage, which Mortgage or separate
cross-collateralization agreement, as the case may be, contains provisions
creating the relevant cross-collateralization and cross-default arrangements.
See Annex A to this prospectus supplement for information regarding the
Cross-Collateralized Mortgage Loans and see "Risk Factors--Risks Related to the
Mortgage Loans--The Benefits Provided by Cross-Collateralization May Be
Limited" in this prospectus supplement.

     The Mortgage Loans generally constitute non-recourse obligations of the
related borrower. Upon any such borrower's default in the payment of any amount
due under the related Mortgage Loan, the holder thereof may look only to the
related Mortgaged Property or Properties for satisfaction of the borrower's
obligation. In the case of certain Mortgage Loans where the Mortgage Loan
documents permit recourse to a borrower or guarantor, the Depositor has
generally not undertaken an evaluation of the financial condition of any such
entity or person, and prospective investors should thus consider all of the
Mortgage Loans to be nonrecourse. None of the Mortgage Loans are insured or
guaranteed by any person or entity, governmental or otherwise. See "Risk
Factors--Risks Related to the Mortgage Loans--Your Investment Is Not Insured or
Guaranteed" in this prospectus supplement. Listed below are the states in which
the Mortgaged Properties relating to 5% or more of the Initial Pool Balance are
located:

<TABLE>

                           NUMBER OF                               % OF
                           MORTGAGED     AGGREGATE CUT-OFF     INITIAL POOL
STATES                    PROPERTIES        DATE BALANCE        BALANCE(1)
----------------------   ------------   -------------------   -------------

California ...........        19            $428,256,489           19.8%
 Southern(2) .........        12             279,464,910           12.9%
 Northern(2) .........         7             148,791,579            6.9%
New York .............         8             375,282,507           17.4%
Minnesota ............         1             189,320,140            8.8%
Maryland .............         3             161,394,341            7.5%
Texas ................        13             151,852,118            7.0%
</TABLE>

----------
(1)   Because this table represents information relating to the Mortgaged
      Properties and not the Mortgage Loans, the information for Mortgage Loans
      secured by more than one Mortgaged Property is based on allocated loan
      amounts


                                      S-78


     (generally allocating the Mortgage Loan principal amount to each of those
     Mortgaged Properties by appraised values of the Mortgaged Properties if not
     otherwise specified in the related Mortgage Note or Mortgage Loan
     documents). Those amounts are set forth in Annex A to this prospectus
     supplement.

(2)  Northern California properties have a zip code greater than or equal to
     93600. Southern California properties have a zip code less than 93600.

     The remaining Mortgaged Properties are located throughout 27 other states
with no more than 4.5% of the Initial Pool Balance secured by Mortgaged
Properties located in any such other jurisdiction.

     On or about the Delivery Date, each Mortgage Loan Seller will transfer the
related Mortgage Loans, without recourse, to or, at the direction of the
Depositor, to the Trustee for the benefit of the Certificateholders. See
"Description of the Mortgage Pool--The Mortgage Loan Sellers" and "--Assignment
of the Mortgage Loans; Repurchases and Substitutions" in this prospectus
supplement.

CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS

     Due Dates. Each of the Mortgage Loans, other than 35 Mortgage Loans which
are interest only until maturity or the anticipated repayment date and
represent 43.3% of the Initial Pool Balance, provides for scheduled Monthly
Payments of principal and interest. Each of the Mortgage Loans provides for
payments to be due on the Due Date which is the first day of each month as to
each such Mortgage Loan. In addition, 29 Mortgage Loans representing 29.7% of
the Initial Pool Balance provide for periods of interest only payments during a
portion of their respective loan terms.

     Mortgage Rates; Calculations of Interest. All of the Mortgage Loans bear
interest at a per annum rate that is fixed for the remaining term of the
Mortgage Loan, except that as described below, the ARD Loan will accrue
interest at a higher rate after its respective Anticipated Repayment Date. As
used in this prospectus supplement, the term Mortgage Rate does not include the
incremental increase in rate at which interest may accrue on the ARD Loan after
the Anticipated Repayment Date. As of the Cut-off Date, the Mortgage Rates of
the Mortgage Loans ranged as shown in the following chart:

<TABLE>

                                                                        % OF
                                                                       INITIAL
                                NUMBER OF       AGGREGATE CUT-OFF       POOL
 RANGE OF MORTGAGE RATES     MORTGAGE LOANS        DATE BALANCE        BALANCE
-------------------------   ----------------   -------------------   ----------

4.298% - 4.499% .........            1            $   11,623,000          0.5%
4.500% - 4.749% .........            9                60,731,800          2.8
4.750% - 4.999% .........            9               610,553,260         28.3
5.000% - 5.249% .........           19               480,552,832         22.2
5.250% - 5.499% .........           27               418,498,745         19.4
5.500% - 5.749% .........           39               417,896,736         19.3
5.750% - 5.970% .........            5               161,187,976          7.5
                                    --            --------------        -----
TOTAL ...................          109            $2,161,044,350        100.0%
                                   ===            ==============        =====
</TABLE>

     Hyperamortization. One Mortgage Loan is an ARD Loan, which represents 0.5%
of the Initial Pool Balance, and provides for changes in payments and accrual
of interest if it is not paid in full by the related Anticipated Repayment
Date. Commencing on the Anticipated Repayment Date, the ARD Loan will generally
bear interest at a fixed per annum rate equal to the Revised Rate set forth in
the related Mortgage Note extending until final maturity. The Excess Interest
Rate is the difference in rate of the Revised Rate over the Mortgage Rate.
Interest accrued at the Excess Interest Rate is referred to in this prospectus
supplement as Excess Interest. In addition to paying interest (at the Revised
Rate) from and after the Anticipated Repayment Date, the borrower generally
will be required to apply any Excess Cash Flow from the related Mortgaged
Property, if any, after paying all permitted operating expenses and capital
expenditures, to pay accrued interest at the Revised Rate and principal on the
ARD Loan as called for in the related Mortgage Loan documents.

     Amortization of Principal. Seventy-four Mortgage Loans, representing 56.7%
of the Initial Pool Balance, are Balloon Loans that provide for monthly
payments of principal based on amortization


                                      S-79


schedules significantly longer than the respective remaining terms thereof,
thereby leaving Balloon Payments due and payable on their respective Maturity
Date, unless prepaid prior thereto. In addition, 35 of the Mortgage Loans,
including the ARD Loan, representing 43.3% of the Initial Pool Balance, provide
for payments of interest only through to the end of their respective loan
terms.

     Prepayment Provisions. The Mortgage Loans generally provide for a sequence
of periods with different conditions relating to voluntary prepayments
consisting of one or more of the following:

       (1) a Lock-out Period during which voluntary principal prepayments are
   prohibited, followed by

       (2) one or more Prepayment Premium Periods during which any voluntary
   principal prepayment is to be accompanied by a Prepayment Premium (during
   such a period defeasance may also be possible as an alternative as
   described below under "--Defeasance"), followed by

       (3) an Open Period during which voluntary principal prepayments may be
   made without an accompanying Prepayment Premium.

     The periods applicable to any particular Mortgage Loan are indicated in
Annex A to this prospectus supplement under the heading "Prepayment Penalty
Description (payments)". For example, Loan No. 58964 is indicated as "GRTR 1%
PPMT or YM(117)/OPEN(3)", meaning that such Mortgage Loan has no Lock-out
Period, has a period for the first 117 payments during which the greater of a
one percent prepayment premium or a yield maintenance charge applies, followed
by an Open Period of three payments during which no Prepayment Premium would
apply to any voluntary prepayment.

     Voluntary principal prepayments (after any Lock-out Period) may be made in
full or in some cases in part, subject to certain limitations and, during a
Prepayment Premium Period, payment of the applicable Prepayment Premium or
Fixed Prepayment Premium, as applicable. As of the Cut-off Date, the remaining
Lock-out Periods ranged from 17 to 118 scheduled monthly payments. As of the
Cut-off-Date, the weighted average remaining Lock-out Period was 86 scheduled
monthly payments. As of the Cut-off Date, the Open Period ranged from one to
seven scheduled monthly payments prior to and including the final scheduled
monthly payment at maturity. The weighted average Open Period was four
scheduled monthly payments. Prepayment Premiums on the Mortgage Loans are
generally calculated on the basis of a yield maintenance formula (subject, in
certain instances, to a minimum equal to a specified percentage of the
principal amount prepaid). The prepayment terms of each of the Mortgage Loans
are more particularly described in Annex A to this prospectus supplement.

     With respect to one Holdback Loan (Loan No. 20050812), representing 1.9%
of the Initial Pool Balance, in the event that the related borrower does not
satisfy certain economic performance criteria specified in the related Mortgage
Loan documents by the 30th payment date after origination, all or a part of an
upfront reserve in the original amount of $4,000,000 may, at the lender's
option, (i) be applied to reduce the outstanding principal balance of the
Mortgage Loan and to pay any related Prepayment Premium, in which event the
amortization schedule will be recast and the monthly debt service payments on
the Mortgage Loan will be adjusted or (ii) be retained as additional collateral
for the Mortgage Loan.

     With respect to one Holdback Loan (Loan No. 20050823), representing 0.5%
of the Initial Pool Balance, in the event that the related borrower does not
satisfy certain economic performance criteria specified in the related Mortgage
Loan documents by the 30th payment date after origination, an upfront reserve
in the original amount of $300,000 may, at the lender's option, (i) be applied
to reduce the outstanding principal balance of the Mortgage Loan and to pay any
related Prepayment Premium, in which event the amortization schedule will be
recast and the monthly debt service payments on the Mortgage Loan will be
adjusted or (ii) be retained as additional collateral for the Mortgage Loan.

     With respect to one Holdback Loan (Loan No. 20050811), representing 0.5%
of the Initial Pool Balance, in the event that the related borrower does not
satisfy certain economic performance


                                      S-80


criteria specified in the related Mortgage Loan documents by the 30th payment
date after origination, an upfront reserve in the original amount of $275,000
may, at the lender's option, (i) be applied to reduce the outstanding principal
balance of the Mortgage Loan and to pay any related Prepayment Premium, in
which event the amortization schedule will be recast and the monthly debt
service payments on the Mortgage Loan will be adjusted or (ii) be retained as
additional collateral for the Mortgage Loan.

     With respect to one Holdback Loan (Loan No. 20050791), representing 0.1%
of the Initial Pool Balance, in the event that the related borrower does not
satisfy certain economic performance criteria specified in the related Mortgage
Loan documents prior to the nineteenth payment date after origination, an
upfront reserve in the original amount of $100,000 may, at the lender's option,
(i) be applied to reduce the outstanding principal balance of the Mortgage Loan
and to pay any related Prepayment Premium, in which event the amortization
schedule will be recast and the monthly debt service payments on the Mortgage
Loan will be adjusted or (ii) be retained as additional collateral for the
Mortgage Loan.

     There may be other Mortgage Loans which provide that in the event that
certain conditions specified in the related Mortgage Loan documents are not
satisfied, an upfront "earnout" reserve may be applied to reduce the
outstanding principal balance of the Mortgage Loan, in which event the
amortization schedule may be recast. For further information, see Annex A to
this prospectus supplement.

     As more fully described in this prospectus supplement, Prepayment Premiums
actually collected on the Mortgage Loans will be distributed to the respective
Classes of Certificateholders in the amounts and priorities described under
"Description of the Certificates--Distributions-- Distributions of Prepayment
Premiums" in this prospectus supplement. The Depositor makes no representation
as to the enforceability of the provision of any Mortgage Loan requiring the
payment of a Prepayment Premium or as to the collectibility of any Prepayment
Premium. See "Risk Factors --Risks Related to the Mortgage Loans--Prepayment
Premiums and Yield Maintenance Charges Present Special Risks" in this
prospectus supplement and "Certain Legal Aspects of Mortgage Loans--Default
Interest and Limitations on Prepayments" in the accompanying prospectus.

     Defeasance. Eighty-three Mortgage Loans, representing 87.1% of the Initial
Pool Balance, permit the applicable borrower at any time during the related
Defeasance Lock-Out Period, which is at least two years from the Delivery Date,
provided no event of default exists, to obtain a release of a Mortgaged
Property from the lien of the related Mortgage by exercising the Defeasance
Option. The borrower must meet certain conditions in order to exercise its
Defeasance Option. Among other conditions, the borrower must pay on the related
Release Date:

       (1) all interest accrued and unpaid on the principal balance of the Note
   to and including the Release Date;

       (2) all other sums, excluding scheduled interest or principal payments,
   due under the Mortgage Loan and all other loan documents executed in
   connection therewith; and

       (3) the related Collateral Substitution Deposit.

     In addition, the borrower must deliver a security agreement granting the
Trust Fund a first priority lien on the Collateral Substitution Deposit and,
generally, an opinion of counsel to such effect. Simultaneously with such
actions, the related Mortgaged Property will be released from the lien of the
Mortgage Loan and the pledged U.S. government obligations (together with any
Mortgaged Property not released, in the case of a partial defeasance) will be
substituted as the collateral securing the Mortgage Loan. In general, a
successor borrower established or designated pursuant to the related Mortgage
Loan documents will assume all of the defeased obligations of a borrower
exercising a Defeasance Option under a Mortgage Loan and the borrower will be
relieved of all of the related defeased obligations. Under the Pooling and
Servicing Agreement, the Master Servicer is required to enforce any provisions
of the related Mortgage Loan documents that require, as a condition to the
exercise by the borrower of any defeasance rights, that the borrower pay any
costs and expenses associated with such exercise.


                                      S-81


     In addition, some Mortgage Loans secured by more than one Mortgaged
Property permit a Mortgaged Property to be released pursuant to a partial
defeasance. See "--Release or Substitution of Properties" below.

     The Depositor makes no representation as to the enforceability of the
defeasance provisions of any Mortgage Loan.

RELEASE OR SUBSTITUTION OF PROPERTIES.

     The Mortgage Loans secured by more than one Mortgaged Property that permit
release of one or more of the related Mortgaged Properties generally require
that: (1) prior to the release of a related Mortgaged Property, between 100%
and 125% of the allocated loan amount for the Mortgaged Property be defeased
and (2) certain debt service coverage ratio and loan to value ratio tests be
satisfied with respect to the remaining Mortgaged Properties after the
defeasance.

     The terms of one Mortgage Loan, the PA Pari Passu Note A-1 Component
Mortgage Loan (Loan No. 58851), representing 6.1% of the Initial Pool Balance,
permit the related borrower to transfer and obtain a release of the portion of
the related Mortgaged Property comprising one or more of the parcels or outlots
described in a schedule to the related loan agreement, from the lien of the
related mortgage in connection with a subdivision of the related Mortgaged
Property or such borrower may ground lease such a release parcel to an entity
wholly owned and controlled by the related guarantor; provided, among other
things, no event of default exists. With respect only to that certain parcel
that may be released which is located at 675 Anton Boulevard, the related
borrower will deposit the amount of $10,000,000, which will be held as
additional collateral for the Pacific Arts Plaza Whole Loan, and the related
borrower will deliver an opinion of counsel acceptable to a prudent
institutional lender and the rating agencies, that such permitted parcel
release would not constitute a significant modification of such Mortgage Loan.

     The terms of one Mortgage Loan, the WB Component Mortgage Loan (Loan No.
58884), representing 9.3% of the Initial Pool Balance, permit the related
borrower to transfer and obtain a release of the portion of the related
Mortgaged Property known as the "Tower Parcel" (as defined in the related loan
agreement), together with its undivided interest in the common elements from
the lien of the related mortgage; provided that certain conditions are met
including, without limitation, that there is no continuing event of default,
execution of condominium documents in pre-approved form, compliance with all
laws statutes, rules and regulations, the payment of a processing fee equal to
$15,000 and the delivery of an opinion of counsel that the release will not be
a "significant modification" within the meaning of Treasury Regulations Section
1.1001-3. See "Risk Factors--Condominium Ownership May Limit Use and
Improvements" in this prospectus supplement.

     The terms of one Mortgage Loan (Loan No. 58912), representing 0.4% of the
Initial Pool Balance, permit the related borrower to release either of the two
related individual Mortgaged Properties upon 20 days notice and payment of a
release price of 115% of the allocated loan amount for such Mortgaged Property
to be released; provided that after giving effect to such release, the debt
service coverage ratio for the remaining Mortgaged Property will equal at least
1.20x and the loan-to-value ratio based on the allocated loan amount for the
remaining Mortgaged Property will be equal to or less than 80%.

     The borrower under one Mortgage Loan (Loan No. 20050939), representing
4.7% of the Initial Pool Balance, will be permitted to obtain the release of
one or more of the individual properties included in the related Mortgaged
Property if, among other things, (i) the loan is partially defeased in an
amount equal to 125% of the allocated loan amount for that parcel, (ii) the
debt service coverage ratio with respect to the remaining properties following
the release is at least equal to the greater of (a) 1.40x or (b) the debt
service coverage ratio for the 12 months preceding the release date and (iii)
the loan to value percentage with respect to the remaining properties is not
greater than the lesser of (a) 63.00% or (b) the loan to value percentage
immediately prior to release.

     Each of the borrowers under two Cross-Collateralized Mortgage Loans (Loan
Nos. 20050967 and 20050968), representing, in the aggregate, 2.4% of the
Initial Pool Balance, will be permitted to


                                      S-82


terminate the cross-default and cross-collateralization arrangements with
respect to such Cross-Collateralized Mortgage Loans upon the satisfaction of
certain conditions, including (a) the underwritten debt service coverage ratio
for the related Mortgaged Properties, measured on a loan by loan basis, is at
least 1.40x and (b) the loan-to-value ratio for the related Mortgaged
Properties, measured on a loan by loan basis, is not more than 63.44%. In
addition, the borrower under one of these Mortgage Loans (Loan No. 20050968)
will be permitted to obtain the release of one of the two individual properties
included in the related Mortgaged Property upon the satisfaction of certain
conditions. For more information regarding these provisions, see "Annex
E--Significant Mortgage Loan Descriptions--IPC New York/Wichita
Portfolio--Release of Cross-Collateralization and Partial Release of
Cross-Default" and "--Release of Property".

     One Mortgage Loan (Loan No. 43314), representing 0.8% of the Initial Pool
Balance, is secured by four Mortgaged Properties that are cross-collateralized
and cross-defaulted. The related borrower may obtain the release of any
individual Mortgaged Property by defeasing an amount equal to 125% of the value
allocated to that individual Mortgaged Property subject to the debt service
coverage ratio for the remaining Mortgaged Properties equaling the greater of
(a) the debt service coverage ratio for the twelve calendar months immediately
preceding April 26, 2005 (the origination date), and (b) the debt service
coverage ratio for the remaining Mortgaged Properties for the twelve calendar
months immediately preceding the release of the individual Mortgaged Property.

     Six sets of Mortgage Loans, consisting of two Mortgage Loans each (Loan
Nos. 20050813 and 20050814, 20050810 and 20050811, 20050808 and 20050809,
20050820 and 20050821, 20050817 and 20050818, and 20050815 and 20050816),
representing, in the aggregate, 4.3% of the Initial Pool Balance, are
cross-collateralized and cross-defaulted within each such set, and permit the
release of a Mortgaged Property from the lien of the related Mortgage and the
release from the cross-collateralization upon delivery of defeasance collateral
in an amount sufficient to make the monthly payments due under the defeased
Mortgage Loan and to pay such Mortgage Loan in full on the related Maturity
Date.

     In the case of one set of two cross-collateralized and cross-defaulted
Mortgage Loans (Loan Nos. 20050725 and 20050725A ) representing, in the
aggregate, 0.2% of the Initial Pool Balance, either (i) both Mortgage Loans
must be defeased in full simultaneously or (ii) the borrower under one of the
Mortgage Loans (Loan No. 20050725A) may obtain the release of the Mortgaged
Property securing such Mortgage Loan from the lien of the related Mortgage and
a termination of the related cross-collateralization and cross-default
arrangement with respect to such Mortgaged Property by defeasing such Mortgage
Loan, subject to the satisfaction of certain conditions, including the
following: (i) delivery of defeasance collateral in an amount sufficient to
make the monthly payments due under the defeased Mortgage Loan and to pay such
Mortgage Loan in full on the related Maturity Date, (ii) after giving effect to
such release, the remaining Mortgaged Property must have achieved a debt
service coverage ratio of not less than 1.2x for the 12 month period ending on
the release date and a projected debt service coverage ratio of not less than
1.2x for the 12 month period commencing on the release date, and (iii) the
undefeased Mortgage Loan must have a loan-to-value ratio not to exceed 80%.

     Furthermore, certain Mortgage Loans permit the release of specified
parcels of real estate or improvements that secure such Mortgage Loans but were
not assigned any material value or considered a source of any material cash
flow for purposes of determining the related Appraisal Value or Underwritten
Cash Flow. Such parcels of real estate or improvements are permitted to be
released without payment of a release price and consequent reduction of the
principal balance of the related Mortgage Loan or substitution of additional
collateral if zoning and other conditions are satisfied.

     "Due-on-Sale" and "Due-on-Encumbrance" Provisions. The Mortgage Loans
generally contain both "due-on-sale" and "due-on-encumbrance" clauses that in
each case, subject to certain limited exceptions, permit the holder of the
Mortgage to accelerate the maturity of the related Mortgage Loan if the
borrower sells or otherwise transfers or encumbers the related Mortgaged
Property or prohibit the borrower from doing so without the consent of the
mortgagee. See "--Additional


                                      S-83


Mortgage Loan Information--Additional Financing" in this prospectus supplement.
Certain of the Mortgage Loans permit the transfer or further encumbrance of the
related Mortgaged Property if certain specified conditions are satisfied or if
the transfer is to a borrower reasonably acceptable to the mortgagee. The
Master Servicer and/or the Special Servicer, as applicable, will determine, in
a manner consistent with the Servicing Standard and with the REMIC provisions,
whether to exercise any right the mortgagee may have under any such clause to
accelerate payment of the related Mortgage Loan upon, or to withhold its
consent to, any transfer or further encumbrance of the related Mortgaged
Property; provided that the Master Servicer will not waive any right that it
may have, or grant any consent that it may otherwise withhold without obtaining
the consent of the Special Servicer. The Special Servicer's consent will be
deemed given if it does not respond within ten (10) business days following
receipt by the Special Servicer of the Master's Servicer's request for such
consent and all information reasonably requested by the Special Servicer as
such time frame may be extended if the Special Servicer is required to seek the
consent of the Directing Certificateholder, the PA Pari Passu Note A-1
Controlling Holder, the WB Controlling Holder, the mezzanine loan holder or any
Rating Agency, as described below. Notwithstanding anything to the contrary
contained herein, if the Special Servicer, in accordance with the Servicing
Standard, (a) notifies the Master Servicer of its determination with respect to
any loan (which by its terms permits transfer, assumption or further
encumbrance without mortgagee consent provided certain conditions are
satisfied) that the conditions required under the related mortage loan
documents have not been satisfied or (b) the Special Servicer objects in
writing to the Master Servicer's determination that such conditions have been
satisfied, then the Master Servicer shall not permit transfer, assumption or
further encumbrance of such loan. In addition, the Special Servicer will not
waive any right it has, or grant any consent that it may otherwise withhold,
under any related "due-on-sale" or "due-on- encumbrance" clause for any
Non-Specially Serviced Mortgage Loan that has a then Stated Principal Balance
that exceeds $2,500,000 or any Specially Serviced Mortgage Loan (other than the
PA Pari Passu Note A-1 Component Mortgage Loan and the WB Component Mortgage
Loan; provided that a PA Pari Passu Note A-1 Control Appraisal Period or WB
Control Appraisal Period, as the case may be, does not exist with respect to
the related Mortgage Loan as described below) unless the Directing
Certificateholder has approved such waiver and consent, which approval will be
deemed given if the Directing Certificateholder does not respond within ten
business days after the Special Servicer has given a written notice of the
matter and a written explanation of the surrounding circumstances and a request
for approval of a waiver or consent related to the "due-on-encumbrance" or
"due-on-sale clause" to the Directing Certificateholder.

     With respect to the PA Pari Passu Note A-1 Component Mortgage Loan, if a
PA Pari Passu Note A-1 Control Appraisal Period does not exist, the Master
Servicer with respect to those time periods when the PA Pari Passu Note A-1
Component Mortgage Loan is a Non-Specially Serviced Mortgage Loan will not
waive any right that it may have, or grant any consent that it may otherwise
withhold under any related "due-on-sale" or "due-on-encumbrance" clause without
obtaining the consent of the Special Servicer, which consent by the Special
Servicer will not be given without the Special Servicer first obtaining the
consent of the PA Pari Passu Note A-1 Controlling Holder. With respect to the
PA Pari Passu Note A-1 Component Mortgage Loan, if a PA Pari Passu Note A-1
Control Appraisal Period does not exist, the Special Servicer with respect to
those time periods when the PA Pari Passu Note A-1 Component Mortgage Loan is a
Specially Serviced Mortgage Loan will not waive any right that it may have, or
grant any consent that it may otherwise withhold under any related
"due-on-sale" or "due-on-encumbrance" clause without obtaining the consent of
the PA Pari Passu Note A-1 Controlling Holder. With respect to the WB Component
Mortgage Loan, if a WB Control Appraisal Period does not exist, the Master
Servicer with respect to those time periods when the WB Component Mortgage Loan
is a Non-Specially Serviced Mortgage Loan will not waive any right that it may
have, or grant any consent that it may otherwise withhold under any related
"due-on-sale" or "due-on-encumbrance" clause without obtaining the consent of
the Special Servicer, which consent by the Special Servicer will not be given
without the Special Servicer first obtaining the consent of the WB Controlling
Holder. In each case that the consent of the PA Pari Passu Note A-1 Controlling
Holder or the WB Controlling Holder is required with respect to a "due-on-sale"
or "due-on-encumbrance" provision, each such party's consent will be deemed


                                      S-84


granted if such party does not respond to a request for its consent within ten
business days of its receipt of a written notice of the matter, a written
explanation of the surrounding circumstances and reasonable supporting material
and relevant documents.

     Notwithstanding the foregoing, with respect to any Mortgage Loan, with an
outstanding principal balance of greater than $5,000,000, that (i) represents
greater than 5% of the outstanding principal balance of the Mortgage Pool, (ii)
has an outstanding principal balance of greater than $20,000,000, or (iii) is
one of the ten largest Mortgage Loans based on outstanding principal balance,
neither the Master Servicer nor Special Servicer may waive any right it has, or
grant any consent it is otherwise entitled to withhold, under any related
"due-on-sale" clause until it has received written confirmation from each
Rating Agency (as set forth in the Pooling and Servicing Agreement) that such
action would not result in the downgrade, qualification (if applicable) or
withdrawal of the rating then assigned by such Rating Agency to any Class of
Certificates. In addition, with respect to any Mortgage Loan that represents
greater than 2% of the outstanding principal balance of the Mortgage Pool, is
one of the ten largest Mortgage Loans based on outstanding principal balance or
has an outstanding principal balance of greater than $20,000,000, or does not
meet certain loan-to-value or debt service coverage thresholds specified in the
Pooling and Servicing Agreement, neither the Master Servicer nor the Special
Servicer may waive any right it has, or grant any consent it is otherwise
entitled to withhold, under any related "due-on-encumbrance" clause until it
has received written confirmation from each Rating Agency (as set forth in the
Pooling and Servicing Agreement) that such action would not result in the
downgrade, qualification (if applicable) or withdrawal of the rating then
assigned by such Rating Agency to any Class of Certificates. Notwithstanding
the foregoing, the existence of any additional indebtedness may increase the
difficulty of refinancing the related Mortgage Loan at maturity or the
Anticipated Repayment Date and the possibility that reduced cash flow could
result in deferred maintenance. Also, if the holder of the additional debt has
filed for bankruptcy or been placed in involuntary receivership, foreclosure of
the related Mortgage Loan could be delayed. See "The Pooling and Servicing
Agreements--Due-on-Sale and Due-on-Encumbrance Provisions" and "Certain Legal
Aspects of Mortgage Loans--Due-on-Sale and Due-on-Encumbrance" in the
accompanying prospectus.


PACIFIC ARTS PLAZA WHOLE LOAN

     The Pacific Arts Plaza Pari Passu Note A-1 is one of two mortgage loans
that are part of a split loan structure that is secured by the same mortgage
instrument on the related Mortgaged Property (the "Pacific Arts Plaza Mortgaged
Property") comprised of two pari passu notes with aggregate principal balances
as of the Cut-off Date of $160,000,000 and $110,000,000 (the "Pacific Arts
Plaza Pari Passu Note A-1" and the "Pacific Arts Plaza Pari Passu Note A-2",
respectively). The Pacific Arts Plaza Pari Passu Note A-2 is pari passu in
right of payment to the Pacific Arts Plaza Pari Passu Note A-1. However, as
described herein, a subordinate portion of the Pacific Arts Plaza Pari Passu
Note A-1 has been subordinated to the Pacific Arts Plaza Pari Passu Note A-2
and the remaining portion of the Pacific Arts Plaza Pari Passu Note A-1. As
used in this prospectus supplement, the term "Pacific Arts Plaza Whole Loan"
refers to the Pacific Arts Plaza Pari Passu Note A-1 and the Pacific Arts Plaza
Pari Passu Note A-2.

     An intercreditor agreement (the "Pacific Arts Plaza Intercreditor
Agreement") between the holder of the Pacific Arts Plaza Pari Passu Note A-1
and the holder of the Pacific Arts Plaza Pari Passu Note A-2 (the "Pacific Arts
Plaza Pari Passu Noteholders") sets forth the rights of the noteholders. The
Pacific Arts Plaza Intercreditor Agreement generally provides that the mortgage
loans that comprise the Pacific Arts Plaza Whole Loan will be serviced and
administered pursuant to the Pooling and Servicing Agreement by the Master
Servicer and Special Servicer, as applicable, according to the Servicing
Standard. Pursuant to the Pacific Arts Plaza Intercreditor Agreement, a
$28,000,000 portion of the principal balance (as of the Cut-off Date) of the
Pacific Arts Plaza Pari Passu Note A-1 (the "PA Pari Passu Note A-1 Junior
Portion") is subordinate under certain circumstances with respect to payments
received with respect to the Pacific Arts Plaza Whole Loan relative to the
Pacific Arts Plaza Pari Passu Note A-2 and the remaining $132,000,000 portion
(the "PA Pari Passu Note A-1 Senior Portion") of the principal balance of the
Pacific Arts Plaza Pari


                                      S-85


Passu Note A-1. The PA Pari Passu Note A-1 Junior Portion corresponds to the PA
Pari Passu Note A-1 Subordinate Component and the PA Pari Passu Note A-1 Senior
Portion corresponds to the PA Pari Passu Note A-1 Senior Component. The Pacific
Arts Plaza Intercreditor Agreement generally provides that expenses, losses and
shortfalls relating to the Pacific Arts Plaza Whole Loan will be allocated
first to the PA Pari Passu Note A-1 Junior Portion and then pro rata between
the PA Pari Passu Note A-1 Senior Portion and the Pacific Arts Plaza Pari Passu
Note A-2. Accordingly, expenses, losses and shortfalls relating to the Pacific
Arts Plaza Whole Loan generally will be allocated first to the PA Pari Passu
Note A-1 Subordinate Component and then pro rata between the PA Pari Passu Note
A-1 Senior Component and the holder of the Pacific Arts Plaza Pari Passu Note
A-2.

     Distributions. Pursuant to the terms of the Pacific Arts Plaza
Intercreditor Agreement, prior to the occurrence of a monetary or material
event of default with respect to the Pacific Arts Plaza Whole Loan, after
payment or reimbursement of certain servicing fees, special servicing fees,
trust fund expenses and/or advances and various expenses, costs and liabilities
referenced in the Pacific Arts Plaza Intercreditor Agreement, all payments and
proceeds received with respect to the Pacific Arts Plaza Whole Loan will be
generally paid in the following manner:

     (i) first, pro rata, based on the interest accrued on the outstanding
principal balances of the PA Pari Passu Note A-1 Senior Portion and the Pacific
Arts Plaza Pari Passu Note A-2, to (A) the holder of the Pacific Arts Plaza
Pari Passu Note A-1 in respect of the PA Pari Passu Note A-1 Senior Portion in
an amount equal to the accrued and unpaid interest on the outstanding principal
balance of the PA Pari Passu Note A-1 Senior Portion, and (B) the holder of the
Pacific Arts Plaza Pari Passu Note A-2 in an amount equal to the accrued and
unpaid interest on the outstanding principal balance of the Pacific Arts Plaza
Pari Passu Note A-2;

     (ii) second, to each of the holder of the Pacific Arts Plaza Pari Passu
Note A-1 (in respect of the PA Pari Passu Note A-1 Senior Portion) and the
holder of the Pacific Arts Plaza Pari Passu Note A-2), in an amount equal to
its pro rata portion, based on the then outstanding principal balances of the
PA Pari Passu Note A-1 Senior Portion, the Pacific Arts Plaza Pari Passu Note
A-2 and the PA Pari Passu Note A-1 Junior Portion, of all principal payments
collected on the Pacific Arts Plaza Whole Loan, to be applied in reduction of
the outstanding principal balances of the PA Pari Passu Note A-1 Senior Portion
and the Pacific Arts Plaza Pari Passu Note A-2;

     (iii) third, to the holder of the Pacific Arts Plaza Pari Passu Note A-1
in respect of the PA Pari Passu Note A-1 Junior Portion in an amount equal to
the accrued and unpaid interest on the outstanding principal balance of the PA
Pari Passu Note A-1 Junior Portion;

     (iv) fourth, to the holder of the Pacific Arts Plaza Pari Passu Note A-1
(in respect of the PA Pari Passu Note A-1 Junior Portion), in an amount equal
to its pro rata portion, based on the then outstanding principal balances of
the PA Pari Passu Note A-1 Senior Portion, the Pacific Arts Plaza Pari Passu
Note A-2 and the PA Pari Passu Note A-1 Junior Portion, of all principal
payments collected on the Pacific Arts Plaza Whole Loan, to be applied in
reduction of the outstanding principal balance of the PA Pari Passu Note A-1
Junior Portion;

     (v) fifth, any default interest in excess of the interest paid in
accordance with clauses (i) and (iii) of this paragraph, to the extent
collected and not applied to Advance Interest or Additional Trust Fund Expenses
(or as otherwise described under "Servicing of the Mortgage Loans--Servicing
and Other Compensation and Payments of Expenses" in this prospectus
supplement), or payable to any party other than a Pacific Arts Plaza Pari Passu
Noteholder, in each case pursuant to the Pooling and Servicing Agreement, to
the holder of the Pacific Arts Plaza Pari Passu Note A-1 (in respect of the PA
Pari Passu Note A-1 Senior Portion), the holder of the Pacific Arts Plaza Pari
Passu Note A-2 and the holder of the Pacific Arts Plaza Pari Passu Note A-1 (in
respect of the PA Pari Passu Note A-1 Junior Portion), each in an amount equal
to their pro rata portion of such default interest (based on the then
outstanding principal balances of the PA Pari Passu Note A-1 Senior Portion,
the Pacific Arts Plaza Pari Passu Note A-2 and the PA Pari Passu Note A-1
Junior Portion);

     (vi) sixth, any amounts that represent late payment charges, other than
Prepayment Premiums or default interest, actually collected on the Pacific Arts
Plaza Whole Loan, to the extent not applied


                                      S-86


to Advance Interest or Additional Trust Fund Expenses (or as otherwise
described under "Servicing of the Mortgage Loans--Servicing and Other
Compensation and Payments of Expenses" in this prospectus supplement), or
payable to any party other than a Pacific Arts Plaza Pari Passu Noteholder, in
each case pursuant to the Pooling and Servicing Agreement, to the holder of the
Pacific Arts Plaza Pari Passu Note A-1 (in respect of the PA Pari Passu Note
A-1 Senior Portion), the holder of the Pacific Arts Plaza Pari Passu Note A-2
and the holder of the Pacific Arts Plaza Pari Passu Note A-1 (in respect of the
PA Pari Passu Note A-1 Junior Portion), each in an amount equal to their pro
rata portion of such amounts (based on the then outstanding principal balances
of the PA Pari Passu Note A-1 Senior Portion, the Pacific Arts Plaza Pari Passu
Note A-2 and the PA Pari Passu Note A-1 Junior Portion); and

     (viii) eighth, if any excess amount is paid by the related borrower and is
not required to be returned to the related borrower or to any party other than
a Pacific Arts Plaza Pari Passu Noteholder pursuant to the Pooling and
Servicing Agreement and not otherwise applied in accordance with the foregoing
clauses (i) through (vii) of this paragraph, to the holder of the Pacific Arts
Plaza Pari Passu Note A-1 (in respect of the PA Pari Passu Note A-1 Senior
Portion), the holder of the Pacific Arts Plaza Pari Passu Note A-2 and the
holder of the Pacific Arts Plaza Pari Passu Note A-1 (in respect of the PA Pari
Passu Note A-1 Junior Portion), each in an amount equal to their pro rata
portion of such excess (based on the original principal balances of the PA Pari
Passu Note A-1 Senior Portion, the Pacific Arts Plaza Pari Passu Note A-2 and
the PA Pari Passu Note A-1 Junior Portion).

     Following the occurrence and during the continuance of a monetary or other
material event of default with respect to the Pacific Arts Plaza Whole Loan,
after payment or reimbursement of certain servicing fees, special servicing
fees, trust fund expenses and/or advances and various expenses, costs and
liabilities referenced in the Pacific Arts Plaza Intercreditor Agreement, all
payments and proceeds received with respect to the PA Pari Passu Note A-1
Subordinate Component will be subordinated to all payments under the PA Pari
Passu Note A-1 Senior Component and the Pacific Arts Plaza Pari Passu Note A-2,
and the amounts received with respect to the Pacific Arts Plaza Whole Loan will
generally be paid in the following manner:

     (i) first, pro rata, based on the interest accrued on the then outstanding
principal balances of only the PA Pari Passu Note A-1 Senior Portion and the
Pacific Arts Plaza Pari Passu Note A-2, to (A) the holder of the Pacific Arts
Plaza Pari Passu Note A-1 in respect of the PA Pari Passu Note A-1 Senior
Portion in an amount equal to the accrued and unpaid interest on the
outstanding principal balance of the PA Pari Passu Note A-1 Senior Portion, and
(B) the holder of the Pacific Arts Plaza Pari Passu Note A-2 in an amount equal
to the accrued and unpaid interest on the outstanding principal balance of the
Pacific Arts Plaza Pari Passu Note A-2;

     (ii) second, to the holder of the Pacific Arts Plaza Pari Passu Note A-1
(in respect of the PA Pari Passu Note A-1 Senior Portion) and the holder of the
Pacific Arts Plaza Pari Passu Note A-2, each in an amount equal to their pro
rata portion, based on the then outstanding principal balances of only the PA
Pari Passu Note A-1 Senior Portion and the Pacific Arts Plaza Pari Passu Note
A-2, of all principal payments collected on the Pacific Arts Plaza Whole Loan,
to be applied in reduction of such outstanding principal balances until such
balances have been reduced to zero;

     (iii) third, to the holder of the Pacific Arts Plaza Pari Passu Note A-1
in respect of the PA Pari Passu Note A-1 Junior Portion in an amount equal to
the accrued and unpaid interest on the outstanding principal balance of the PA
Pari Passu Note A-1 Junior Portion;

     (iv) fourth, to the holder of the Pacific Arts Plaza Pari Passu Note A-1
in respect of the PA Pari Passu Note A-1 Junior Portion in an amount equal to
the remaining principal payments collected on the Pacific Arts Plaza Whole
Loan, to be applied in reduction of the outstanding principal balance of the PA
Pari Passu Note A-1 Junior Portion until such balance has been reduced to zero;


     (v) fifth, any default interest in excess of the interest paid in
accordance with clauses (i) and (iii) of this paragraph, to the extent
collected and not applied to Advance Interest or Additional Trust Fund Expenses
(or as otherwise described under "Servicing of the Mortgage Loans--Servicing
and


                                      S-87


Other Compensation and Payments of Expenses" in this prospectus supplement), or
payable to any party other than a Pacific Arts Plaza Pari Passu Noteholder, in
each case pursuant to the Pooling and Servicing Agreement, to the holder of the
Pacific Arts Plaza Pari Passu Note A-1 (in respect of the PA Pari Passu Note
A-1 Senior Portion), the holder of the Pacific Arts Plaza Pari Passu Note A-2
and the holder of the Pacific Arts Plaza Pari Passu Note A-1 (in respect of the
PA Pari Passu Note A-1 Junior Portion), each in an amount equal to their pro
rata portion, based on the then outstanding principal balances of the PA Pari
Passu Note A-1 Senior Portion, the Pacific Arts Plaza Pari Passu Note A-2 and
the PA Pari Passu Note A-1 Junior Portion, of such default interest;

     (vi) sixth, any amounts that represent late payment charges, other than
default interest, actually collected on the Pacific Arts Plaza Whole Loan, to
the extent not applied to Advance Interest or Additional Trust Fund Expenses
(or as otherwise described under "Servicing of the Mortgage Loans--Servicing
and Other Compensation and Payments of Expenses" in this prospectus
supplement), or payable to any party other than a Pacific Arts Plaza Pari Passu
Noteholder, in each case pursuant to the Pooling and Servicing Agreement, to
the holder of the Pacific Arts Plaza Pari Passu Note A-1 (in respect of the PA
Pari Passu Note A-1 Senior Portion), the holder of the Pacific Arts Plaza Pari
Passu Note A-2 and the holder of the Pacific Arts Plaza Pari Passu Note A-1 (in
respect of the PA Pari Passu Note A-1 Junior Portion), each in an amount equal
to their pro rata portion, based on the then outstanding principal balances of
the PA Pari Passu Note A-1 Senior Portion, the Pacific Arts Plaza Pari Passu
Note A-2 and the PA Pari Passu Note A-1 Junior Portion, of such amounts; and

     (vii) seventh, if any excess amount is paid by the related borrower and is
not required to be returned to the related borrower or to a party other than a
Pacific Arts Plaza Pari Pasu Noteholder note pursuant to the Pooling and
Servicing Agreement and not otherwise applied in accordance with the foregoing
clauses (i) through (vi) of this paragraph, to the holder of the Pacific Arts
Plaza Pari Passu Note A-1 (in respect of the PA Pari Passu Note A-1 Senior
Portion), the holder of the Pacific Arts Plaza Pari Passu Note A-2 and the
holder of the Pacific Arts Plaza Pari Passu Note A-1 (in respect of the PA Pari
Passu Note A-1 Junior Portion), each in an amount equal to their pro rata
portion, based on the original principal balances of the PA Pari Passu Note A-1
Senior Portion, the Pacific Arts Plaza Pari Passu Note A-2 and the PA Pari
Passu Note A-1 Junior Portion, of such excess.

     Cure Rights. See "Description of the Mortgage Pool--PA Pari Passu Note A-1
Component Mortgage Loan--Cure Rights" in this prospectus supplement.

     Purchase Option. Upon the Pacific Arts Plaza Whole Loan becoming (i)
delinquent 60 days or more in respect of a monthly payment (not including the
balloon payment) or (ii) delinquent in respect of its balloon payment unless
the Master Servicer has, on or prior to the due date of such balloon payment,
received written evidence from an institutional lender of such lender's binding
commitment to refinance the Pacific Arts Plaza Whole Loan within 60 days after
the due date of such balloon payment, in either case such delinquency to be
determined without giving effect to any grace period permitted by the Mortgage
Loan documents and without regard to any acceleration of payments under the
Mortgage Loan documents, or (iii) as to which the Master Servicer or Special
Servicer has, by written notice to the related mortgagor, accelerated the
maturity, the PA Pari Passu Note A-1 Controlling Holder, until the outstanding
principal balance of the PA Pari Passu Note A-1 Subordinate Component has been
reduced to zero (at which point there will be no such purchase right) (the
"Pacific Arts Plaza Purchase Option Holder"), will have the right (but not the
obligation) prior to any other party to purchase the Pacific Arts Plaza Whole
Loan at the Pacific Arts Plaza Repurchase Price and, upon written notice and
subject to the timing requirements in the Pacific Arts Plaza Intercreditor
Agreement, the Special Servicer will be required to sell the Pacific Arts Plaza
Whole Loan to the Pacific Arts Plaza Purchase Option Holder on a mutually
designated date.

     Following the reduction of the PA Pari Passu Note A-1 Junior Portion to
zero, no person will have a preferential option to purchase the entire Pacific
Arts Plaza Whole Loan. However, the Pacific Arts Plaza Pari Passu Note A-1
itself will be subject to the Defaulted Mortgage Loan Purchase Option
procedures described in this prospectus supplement under "Servicing of the
Mortgage Loans--Defaulted Mortgage Loans; Purchase Option".


                                      S-88


     The "Pacific Arts Plaza Repurchase Price" means, with respect to the
Pacific Arts Plaza Whole Loan, a cash price equal to the sum of, without
duplication, (a) the principal balances of the PA Pari Passu Note A-1 Senior
Portion, the PA Pari Passu Note A-1 Junior Portion and the Pacific Arts Plaza
Pari Passu Note A-2, as applicable, (b) accrued and unpaid interest thereon
from the payment date under the PA Pari Passu Note A-1 Senior Portion, the
Pacific Arts Plaza Pari Passu Note A-2 and the PA Pari Passu Note A-1 Junior
Portion, as applicable, as to which interest was last paid in full by the
borrower up to and including the end of the interest accrual period relating to
the payment date next following the date the purchase occurred, (c) all
unreimbursed advances with respect to the PA Pari Passu Note A-1 Senior Portion
and the Pacific Arts Plaza Pari Passu Note A-2, as applicable, together with
interest thereon at the reimbursement rate under the Pooling and Servicing
Agreement including any master servicing compensation and special servicing
compensation, (d) certain unreimbursed costs and expenses with respect to the
PA Pari Passu Note A-1 Senior Portion, the Pacific Arts Plaza Pari Passu Note
A-2 and the PA Pari Passu Note A-1 Junior Portion, as applicable, (e) any other
additional trust fund expenses with respect to the PA Pari Passu Note A-1
Senior Portion, the Pacific Arts Plaza Pari Passu Note A-2 and the PA Pari
Passu Note A-1 Junior Portion, as applicable, and (f) any liquidation fees
payable in connection with the purchase of the PA Pari Passu Note A-1 Senior
Portion, the Pacific Arts Plaza Pari Passu Note A-2 and the PA Pari Passu Note
A-1 Junior Portion, as applicable; provided, however, that the Pacific Arts
Plaza Repurchase Price will not be reduced by any outstanding principal and/or
interest advance.

     Servicing. If the Master Servicer, the Special Servicer, the Trustee or
the Fiscal Agent makes any Servicing Advance that becomes a Nonrecoverable
Advance or pays any fees, costs or expenses that related directly to the
servicing of the Pacific Arts Plaza Pari Passu Note A-1 and Pacific Arts Plaza
Pari Passu Note A-2 as to which such party is entitled to be reimbursed
pursuant to the Pooling and Servicing Agreement (including Master Servicing
Fees, Special Servicing Fees, Liquidation Fees and Workout Fees) and such party
is unable to recover any proportionate share of such Servicing Advance, fees,
costs or expenses, including interest thereon, as contemplated above, the
holders of such note will be jointly and severally liable for such Servicing
Advance, fees, costs or expenses, including interest thereon. If any of the
Pacific Arts Plaza Pari Passu Note A-1 and Pacific Arts Plaza Pari Passu Note
A-2 is an asset of a securitization, the related trust will assume, as the
holder of the applicable note, the foregoing obligations and the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as the case
may be, may seek the entire unpaid balance of such Servicing Advance, fees,
costs or expenses, including interest thereon, from general collections in the
related trust's collection account. See also "Description of the Mortgage
Pool--PA Pari Passu Note A-1 Component Mortgage Loan" in this prospectus
supplement.


PA PARI PASSU NOTE A-1 COMPONENT MORTGAGE LOAN

     The ownership interest in Loan No. 58851 (the "PA Pari Passu Note A-1
Component Mortgage Loan") will be split into a senior interest (the "PA Pari
Passu Note A-1 Senior Component") and one subordinate interest (the "PA Pari
Passu Note A-1 Subordinate Component"). See also "Significant Mortgage Loan
Descriptions--Pacific Arts Plaza" in Annex E to this prospectus supplement. The
Cut-off Date Balance of the PA Pari Passu Note A-1 Senior Component will equal
approximately $132,000,000, representing 6.1% of the Initial Pool Balance.

     Distributions. All distributions of principal and interest with respect to
the PA Pari Passu Note A-1 Senior Component will be distributed to the
Certificates as described in this prospectus supplement. The holders of the PA
Pari Passu Note A-1 Subordinate Component are entitled on any Distribution Date
only to amounts collected on the PA Pari Passu Note A-1 Component Mortgage Loan
to the extent remaining after the application of such collections to
distributions on such Distribution Date in respect of the PA Pari Passu Note
A-1 Senior Component as described in this prospectus supplement under
"Description of the Certificates--Distributions--Class PA Certificates and the
PA Pari Passu Note A-1 Component Mortgage Loan"; provided, however, Prepayment
Premiums (if any) actually collected in respect of the PA Pari Passu Note A-1
Component Mortgage Loan will be allocated to the PA Pari Passu Note A-1 Senior
Portion and the PA Pari Passu Note A-1 Junior Portion, pro rata, based on their
outstanding principal balances.


                                      S-89


     Cure Rights. In the event that the borrower fails to make any payment of
principal or interest on the Pacific Arts Plaza Whole Loan, resulting in a
monetary event of default, the PA Pari Passu Note A-1 Controlling Holder will
have the right to cure such monetary event of default, but may cure no more
than three consecutive or six total monetary events of default. The PA Pari
Passu Note A-1 Controlling Holder also has the right to cure certain
non-monetary events of default. Notwithstanding the foregoing, the PA Pari
Passu Note A-1 Controlling Holder will not be permitted to cure more than three
consecutive defaults nor will it be permitted to cure more than six defaults
over the loan term.

     Purchase Option. If the PA Pari Passu Note A-1 Component Mortgage Loan
becomes a Defaulted Mortgage Loan, the PA Pari Passu Note A-1 Controlling Holder
will have the option, but not the obligation, subject to the option of the
Pacific Arts Plaza Purchase Option Holder, to purchase the PA Pari Passu Note
A-1 Component Mortgage Loan (including the PA Pari Passu Note A-1 Subordinate
Component) from the Trust Fund at a price equal to the Purchase Price thereof.
The Purchase Price paid in connection with such purchase will be applied as
described under "Description of the Certificates--Distributions--Class PA
Certificates and the PA Pari Passu Note A-1 Component Mortgage Loan". For more
information regarding the relationship between the PA Pari Passu Note A-1 Senior
Component and the PA Pari Passu Note A-1 Subordinate Component, see "Description
of the Certificates" in this prospectus supplement.

WB COMPONENT MORTGAGE LOAN

     The ownership interest in Loan No. 58884 (the "WB Component Mortgage
Loan"), will be split into a senior interest (the "WB Senior Component") and
one subordinate interest (the "WB Subordinate Component"). The Cut-off Date
Balance of the WB Senior Component will equal approximately $200,000,000,
representing 9.3% of the Initial Pool Balance. See also "Annex E--Significant
Mortgage Loan Descriptions--Woolworth Building" in this prospectus supplement.

     Distributions. All distributions of principal and interest with respect to
the WB Senior Component will be distributed to the Certificates as described in
this prospectus supplement. The holders of the WB Subordinate Component is
entitled on any Distribution Date only to amounts collected on the WB Component
Mortgage Loan to the extent remaining after the application of such collections
to distributions on such Distribution Date in respect of the WB Senior Component
as described in this prospectus supplement under "Description of the
Certificates--Distributions--the WB Component Mortgage Loan"; provided, however,
that Prepayment Premiums, if any, actually collected in respect of the WB
Component Mortgage Loan will be allocated to the WB Senior Component and the WB
Subordinate Component, pro rata, based on their outstanding principal balances.

     Cure Rights. In the event that the borrower fails to make any payment of
principal or interest on the WB Component Mortgage Loan, resulting in a
monetary event of default, the WB Controlling Holder will have the right to
cure such monetary event of default, but may cure no more than three
consecutive or six total monetary events of default. The WB Controlling Holder
also has the right to cure certain non-monetary events of default.
Notwithstanding the foregoing, the WB Controlling Holder will not be permitted
to cure more than three consecutive defaults nor will it be permitted to cure
more than six defaults over the loan term.

     Purchase Option. If the WB Component Mortgage Loan becomes a Defaulted
Mortgage Loan, the WB Controlling Holder will have the option, but not the
obligation, to purchase the WB Component Mortgage Loan (including the WB
Subordinate Component) from the Trust Fund at a price equal to the Purchase
Price thereof. The Purchase Price paid in connection with such purchase will be
applied as described under "Description of the
Certificates--Distributions--Class WB Certificates and the WB Component
Mortgage Loan". For more information regarding the relationship between the WB
Senior Component and the WB Subordinate Component, see "Description of the
Certificates" in this prospectus supplement.

     Servicing. The WB Controlling Holder also has limited rights of
consultation and consent with respect to certain servicing decisions. In
addition, prior to the occurrence and continuance of a WB


                                      S-90


Control Appraisal Event, the WB Controlling Holder is permitted to remove with
respect to the WB Component Mortgage Loan only, the Special Servicer with or
without cause and to appoint a new Special Servicer with respect to the WB
Component Mortgage Loan, as more particularly described in this prospectus
supplement under "Servicing of the Mortgage Loans--Termination of the Special
Servicer".


SIGNIFICANT MORTGAGE LOANS


     Certain of the larger Mortgage Loans (by outstanding principal balance)
are described below in the following table and text. Terms used below relating
to underwriting or property characteristics have the meaning assigned to such
term in the "Glossary of Principal Definitions" in this prospectus supplement.
The balances and other numerical information used to calculate various ratios
with respect to component mortgage loans, split loan structures and certain
other Mortgage Loans are explained under "Glossary of Principal Definitions" in
this prospectus supplement.


     The following table and summaries describe the ten largest Mortgage Loans
or set of Cross-Collateralized Mortgage Loans in the Mortgage Pool by Cut-off
Date Balance:



<TABLE>

                                                 % OF
                                 CUT-OFF       INITIAL
                                   DATE          POOL      PROPERTY
         LOAN NAME               BALANCE       BALANCE       TYPE
--------------------------- ----------------- --------- -------------

Woolworth Building(2)......  $  200,000,000       9.3%      Office
Ridgedale Center ..........     189,320,140       8.8       Retail
Pacific Arts Plaza(2) .....     132,000,000       6.1       Office
Marley Station ............     114,400,000       5.3       Retail
IPC Louisville
 Portfolio ................     101,165,492       4.7       Office
Mission Pointe
 Apartments ...............      84,000,000       3.9    Multifamily
Fiesta Mall ...............      84,000,000       3.9       Retail
Queens Atrium .............      76,720,000       3.6       Office
FRI Portfolio .............      70,000,000       3.2       Office
IPC New York/Wichita
 Portfolio(3) .............      51,834,508       2.4       Office
                             --------------      ----
TOTAL/WTD AVG: ............  $1,103,440,140      51.1%
                             ==============      ====




                                 LOAN      CUT-OFF      LTV
                             BALANCE PER     DATE    RATIO AT
                               SF/UNIT/      LTV     MATURITY   UNDERWRITTEN    MORTGAGE
         LOAN NAME             KEY/PADS     RATIO     OR ARD        DSCR        RATE(1)
--------------------------- ------------- --------- ---------- -------------- -----------

Woolworth Building(2)......    $    246      62.5%      62.5%        1.70x        5.151%
Ridgedale Center ..........    $    556      74.2%      68.7%        1.29x        4.861%
Pacific Arts Plaza(2) .....    $    293      71.4%      71.4%        1.40x        4.906%
Marley Station ............    $    110      64.3%      64.3%        1.87x        4.891%
IPC Louisville
 Portfolio ................    $     70      62.5%      55.6%       1..54x        5.177%
Mission Pointe
 Apartments ...............    $136,143      79.8%      74.0%        1.11x        5.263%
Fiesta Mall ...............    $    272      59.7%      59.7%        2.65x        4.875%
Queens Atrium .............    $     77      51.1%      45.8%        2.06x        5.778%
FRI Portfolio .............    $     96      73.7%      73.7%        1.57x        5.657%
IPC New York/Wichita
 Portfolio(3) .............    $     67      62.8%      55.9%        1.39x        5.177%
TOTAL/WTD AVG: ............                  66.8%      64.1%      1.63X          5.112%
</TABLE>

----------
(1)   Interest rates were rounded to three decimals.

(2)   Interest rate is subject to change (prior to pricing).

(3)   For the set of Cross-Collateralized Mortgage Loans, the information is
      the sum or weighted average of the information for the related Mortgage
      Loans.


     Summaries of certain additional information with respect to each of the
ten largest Mortgage Loans or set of Cross-Collateralized Mortgage Loans
detailed above can be found in Annex E to this prospectus supplement.


                                      S-91


ADDITIONAL MORTGAGE LOAN INFORMATION


     General. For a detailed presentation of certain characteristics of the
Mortgage Loans and Mortgaged Properties, on an individual basis and in tabular
format, see Annex A to this prospectus supplement. Certain capitalized terms
that appear herein are defined in "Glossary of Principal Definitions" in this
prospectus supplement. See Annex B to this prospectus supplement for certain
information with respect to capital improvement, replacement, tax, insurance
and tenant improvement reserve accounts, as well as certain other information
with respect to Multifamily Mortgaged Properties, other than Manufactured
Housing Communities.


     Delinquencies. As of the Cut-off Date, none of the Mortgage Loans will
have been 30 days or more delinquent in respect of any Monthly Payment since
origination. All of the Mortgage Loans were originated during the 12 months
prior to the Cut-off Date. Substantially all of the Mortgage Loans,
representing 88.4% of the Initial Pool Balance, are scheduled to have made at
least one payment on or before the related Cut-off Date.


     Tenant Matters. Excluding single tenant properties, 43 of the retail,
office, industrial and warehouse facility Mortgaged Properties, representing
49.1% of the Initial Pool Balance, are leased in part to one or more Major
Tenants. The top three concentrations of Major Tenants with respect to more
than one property (groups of Mortgage Loans where the same company is a Major
Tenant of each Mortgage Loan in the group) represent 1.5%, 0.6% and 0.6% of the
Initial Pool Balance. In addition, there are several cases in which a
particular entity is a tenant at multiple Mortgaged Properties, and although it
may not be a Major Tenant at any such property, it may be significant to the
success of such properties.


     Certain of the Multifamily Mortgaged Properties have material
concentrations of student tenants.


     Ground Leases and Other Non-Fee Interests. Three Mortgaged Properties,
representing 1.9% of the Initial Pool Balance, are, in each such case, secured
in whole or in part by a Mortgage on the applicable borrower's leasehold
interest in the related Mortgaged Property. Generally, either (i) the ground
lessor has subordinated its interest in the related Mortgaged Property to the
interest of the holder of the related Mortgage Loan or (ii) the ground lessor
has agreed to give the holder of the Mortgage Loan notice of, and has granted
such holder the right to cure, any default or breach by the lessee. See
"Certain Legal Aspects of Mortgage Loans--Foreclosure--Leasehold
Considerations" in the accompanying prospectus.


     In the case of one of such Mortgage Loans (Loan No. 20050939),
representing 4.7% of the Initial Pool Balance, the related borrower has
exercised an option to purchase the underlying fee interest on December 31,
2008 for a purchase price of $5,376,250, at which time the fee interest will
become subject to the lien of the mortgage. Such borrower has assigned its
purchase right to the lender and the related ground lessor has acknowledged
such assignment. In addition, the related borrower has provided a letter of
credit in the amount of $5,376,250 as security for its obligation to purchase
the fee interest in this property.


     Additional Financing. The existence of subordinated indebtedness
encumbering a Mortgaged Property may increase the difficulty of refinancing the
related Mortgage Loan at maturity and the possibility that reduced cash flow
could result in deferred maintenance. Also, in the event that the holder of the
subordinated debt files for bankruptcy or is placed in involuntary
receivership, foreclosure on the Mortgaged Property could be delayed. In
general, the Mortgage Loans either prohibit the related borrower from
encumbering the Mortgaged Property with additional secured debt or require the
consent of the holder of the first lien prior to that encumbrance.


                                      S-92


     Certain information about additional debt that has been or may be incurred
is as set forth in the following table:

                                      NUMBER OF
                                      MORTGAGE     % OF INITIAL
    TYPE OF ADDITIONAL DEBT(1)          LOANS      POOL BALANCE
----------------------------------   ----------   -------------
Existing                                  5            23.2%
 Secured .........................        2            15.4%
 Unsecured(2) ....................        2             6.8%
 Preferred Equity ................        1             1.1%
Future                                   20            36.0%
 Secured .........................        2             1.6%
 Unsecured(2) ....................       17            29.2%
 Secured or Unsecured(3) .........        1             5.3%

----------
(1)   One Mortgage Loan has existing additional debt and allows future debt
      which results in such Mortgage Loan appearing in both the "Existing" and
      "Future" categories.

(2)   Excludes unsecured trade payables.

(3)   This Mortgage Loan is not included in "Future-Secured" or
      "Future-Unsecured" because such Mortgage Loan allows for either future
      secured debt or future unsecured debt.

     In the case of one Mortgage Loan (Loan No. 59003), representing 5.3% of
the Initial Pool Balance, either (A) the related borrower will have the
one-time right to either obtain secured mortgage indebtedness ("Additional
Debt") that will be of a pari passu position with the Mortgage Loan or (B) the
direct and/or indirect owners of the borrowing entity(ies) under any mezzanine
debt will have the one-time right to obtain other mezzanine indebtedness that
will be structurally subordinate to the Mortgage Loan. Additional Debt is
permitted, so long as no future mezzanine debt will have been obtained, subject
to the satisfaction of certain conditions contained in the related Mortgage
Loan documents, including, but not limited to (i) rating agency confirmation,
(ii) the amount of the Additional Debt will not exceed the excess of the
product of the loan-to-value ratio as of the closing date of the related
Mortgage Loan and the amount of increase, if any, in the Appraisal Value of the
related Mortgaged Property, (iii) the "Additional Debt DSCR" (as defined in the
related loan documents) is equal to or greater than the debt service coverage
ratio as of the closing date of such Mortgage Loan and (iv) receipt of an
intercreditor agreement acceptable to the mortgagee and the mezzanine lender.
Future mezzanine debt is permitted, so long as no Additional Debt will have
been obtained, subject to the satisfaction of certain conditions contained in
the related Mortgage Loan documents, including, but not limited to (i) rating
agency confirmation, (ii) the loan-to-value ratio is not in excess of the
product of the loan-to-value ratio as of the closing date of the related
Mortgage Loan and the amount of increase, if any, in the Appraisal Value of the
related Mortgaged Property, (iii) the debt service coverage ratio of such
Mortgaged Property, immediately following the closing of such mezzanine loan,
will not be less than 1.25x and (iv) receipt of an intercreditor agreement
acceptable to the mortgagee and the mezzanine lender. See "Annex E--Significant
Mortgage Loan Descriptions--Marley Station Mortgage Loan--Future Pari Passu,
Mezzanine or Subordinate Indebtedness" to this prospectus supplement.

     In the case of one Mortgage Loan (Loan No. 58720), representing 0.8% of
the Initial Pool Balance, the related borrower is permitted to incur unsecured
debt, subject to the satisfaction of certain conditions contained in the
related Mortgage Loan documents, including, but not limited to (i) rating
agency confirmation, (ii) a maximum loan-to-value ratio (including such
unsecured debt) not in excess of the 85%, (iii) a minimum debt service coverage
ratio (including such unsecured debt) of 1.07x and (iv) receipt of a
subordination and intercreditor agreement acceptable to the lender.

     In the case of one Mortgage Loan (Loan No. 58878), representing 1.0% of
the Initial Pool Balance, the related borrower is permitted to have a second
mortgage secured by the related Mortgaged Property in an amount not to exceed
$5,000,000 debt, subject to the satisfaction of certain conditions contained in
the related Mortgage Loan documents, including, but not limited to, delivery of
a subordination and standstill agreement with respect to such second mortgage
and an agreement in form and substance acceptable to the mortgagee and the
rating agencies.

     In the case of one Mortgage Loan that allows future mezzanine debt (Loan
No. 42832), representing 1.1% of the Initial Pool Balance, $2,757,500 of the
equity of the borrower was structured as preferred equity subject to an 11%
preferred rate of return. If at any time the preferred equity holder has not
paid its monthly installment of the preferred return on or before the fifth day
it is


                                      S-93


due, the preferred equity holder is entitled to a shortfall distribution equal
to 5% of that unpaid shortfall and the rate of return will increase to 18% of
the aggregate holder's invested capital plus any accrued and unpaid preferred
return of other distributions and shortfall distributions. The preferred equity
holder has the right to replace the property manager if (i) the property
manager makes a major decision without its input or (ii) a cash distribution is
not paid following a sale or refinance of the Mortgaged Property or within 90
days of a shortfall date or extension period.

     In the case of one Mortgage Loan (Loan No. 20050761), representing 0.4% of
the Initial Pool Balance, the related borrower is permitted to incur up to
$3,000,000 in subordinate debt from its affiliates, subject to the delivery of
a subordination agreement acceptable to the lender.

     Regardless of whether the terms of a Mortgage Loan prohibit the incurrence
of subordinate debt, the related borrower may be permitted to incur additional
indebtedness secured by furniture, fixtures and equipment, and to incur
additional unsecured indebtedness. In addition, although the Mortgage Loans
generally restrict the transfer or pledging of general partnership and managing
member interests in a borrower, subject to certain exceptions, the terms of the
Mortgage Loans generally permit, subject to certain limitations, the transfer
or pledge of a less than controlling portion of the limited partnership or
managing membership equity interests in a borrower. Moreover, in general the
parent entity of any borrower that does not meet the single purpose entity
criteria may not be restricted in any way from incurring mezzanine or other
debt not secured by the related Mortgaged Property.

     Certain information about mezzanine debt that has been or may be incurred
is as set forth in the following table:


                            NUMBER OF
                            MORTGAGE     % OF INITIAL
 TYPE OF MEZZANINE DEBT       LOANS      POOL BALANCE
------------------------   ----------   -------------
Future(1) ..............       16            33.3%
Existing(2) ............        2             6.8
                               --            ----
TOTAL ..................       18            40.1%
                               ==            ====

(1)   Loan numbers 58884, 58165, 58869, 58906, 58945, 58838, 58827, 58912,
      58905, 58840, 20050787, 20050786, 20050714, 43043, 20050690 and 59003
      each allow future mezzanine indebtedness.

(2)   Loan number 58345 has $43,280,000 in current mezzanine debt and loan
      number 43108 has $10,000,000 in current mezzanine debt.


     In the case of 14 of the 16 Mortgage Loans that allow future mezzanine
debt (Loan Nos. 58884, 58165, 58869, 58906, 58945, 58838, 58827, 58912, 58905,
58840, 20050787, 20050786, 20050714 and 43043), representing 27.6% of the
Initial Pool Balance, the direct and/or indirect owners of the borrowing
entities are permitted to incur mezzanine debt, subject to the satisfaction of
certain conditions contained in the related Mortgage Loan documents, including,
but not limited to, certain loan-to-value ratio tests, certain debt service
coverage ratio tests and applicable rating agency "no downgrade" confirmations.


     In the case of one Mortgage Loan of the 16 Mortgage Loans that allow
future mezzanine debt (Loan No. 20050690), representing 0.3% of the Initial
Pool Balance, each tenant-in-common borrower is permitted to incur mezzanine
debt from other related tenant-in-common borrowers, subject to the delivery of
a subordination agreement acceptable to the lender. The direct and/or indirect
owners of the borrowing entities are permitted to incur mezzanine debt, subject
to the satisfaction of certain conditions contained in the related Mortgage
Loan documents, including, but not limited to, certain loan-to-value ratio
tests, certain debt service coverage ratio tests and applicable rating agency
"no downgrade" confirmations.

     In the case of one Mortgage Loan of the 16 Mortgage Loans that allow
future mezzanine debt (Loan No. 59003), representing 5.3% of the Initial Pool
Balance allows future mezzanine debt under limited circumstances discussed
above in "Additional Mortgage Loan Information--Additional Financing".

     With respect to each applicable Mortgage Loan, the related mezzanine
lender has entered into a mezzanine intercreditor agreement with the mortgagee,
pursuant to which the related mezzanine lender, among other things, (x) has
agreed, under certain circumstances, not to enforce its rights to realize upon
collateral securing the mezzanine loan or take any exercise enforcement action
with respect to the mezzanine loan without written confirmation from the Rating
Agencies that such enforcement action would not cause the downgrade, withdrawal
or qualification of the then current


                                      S-94


ratings of the Certificates, (y) has subordinated the mezzanine loan documents
to the related Mortgage Loan documents and (z) has the option to purchase the
related Mortgage Loan if such Mortgage Loan becomes defaulted or to cure the
default as set forth in such mezzanine intercreditor agreement.

     Certain information about the PA Pari Passu Note A-1 Senior Component and
the WB Component Mortgage Loan is set forth in the following table:

<TABLE>

                                                                 PRINCIPAL
                                                               BALANCE AS OF      % OF INITIAL
NAME                                                         THE CUT-OFF DATE     POOL BALANCE
---------------------------------------------------------   ------------------   -------------

Pacific Arts Plaza Whole Loan(1) ........................      $270,000,000
 PA Pari Passu Note A-1 Component Mortgage Loan .........      $160,000,000
   PA Pari Passu Note A-1 Senior Component ..............      $132,000,000            6.1%
   PA Pari Passu Note A-1 Subordinate Component .........      $ 28,000,000
 Pacific Arts Plaza Pari Passu Note A-2 .................      $110,000,000
WB Component Mortgage Loan(2) ...........................      $250,000,000
 WB Senior Component ....................................      $200,000,000            9.3%
 WB Subordinate Component ...............................      $ 50,000,000
</TABLE>

----------
(1)   "Pacific Arts Plaza Whole Loan" refers to the entire Mortgage Loan
      secured by the Mortgaged Property known as Pacific Arts Plaza. Such
      Mortgage Loan is evidenced by two pari passu notes, designated as note
      A-1 and note A-2. "PA Pari Passu Note A-1 Component Mortgage Loan" refers
      to the portion of the whole loan that is evidenced by note A-1. The PA
      Pari Passu Note A-1 Component Mortgage Loan is in turn divided into a
      senior component and a subordinate component as described in this
      prospectus supplement under "Description of the Mortgage Pool--Pacific
      Arts Plaza Whole Loan" and "--PA Pari Passu Note A-1 Component Mortgage
      Loan". While both the PA Pari Passu Note A-1 Senior Component and the
      Pari Passu Note A-1 Subordinate Component are included in the Trust Fund,
      only the PA Pari Passu Note A-1 Senior Component backs the Offered
      Certificates and only such senior component is included in the Initial
      Pool Balance. The PA Pari Passu Note A-1 Subordinate Component backs only
      the Class PA Certificates, which are not offered hereby (although the
      Offered Certificates benefit from the subordination of the PA Pari Passu
      Note A-1 Subordinate Component as described in this prospectus supplement
      under "Description of the Mortgage Pool--Pacific Arts Plaza Whole Loan"
      and "--PA Pari Passu Note A-1 Component Mortgage Loan"). "Pacific Arts
      Plaza Pari Passu Note A-2" refers to the portion of the whole loan that
      is evidenced by note A-2; it is not included and the Trust Fund and does
      not back or otherwise benefit any of the Certificates.

(2)   "WB Component Mortgage Loan" refers to the entire Mortgage Loan secured
      by the Mortgaged Property known as the Woolworth Building. Such Mortgage
      Loan is divided into a senior component and a subordinate component as
      described in this prospectus supplement under "Description of the
      Mortgage Pool--WB Component Loan". While both the WB Senior Component and
      the WB Subordinate Component are included in the Trust Fund, only the WB
      Senior Component backs the Offered Certificates and only such senior
      component is included in the Initial Pool Balance. The WB Subordinate
      Component backs only the Class WB Certificates, which are not offered
      hereby (although the offered certificates benefit from the subordination
      of the WB Subordinate Component as described in this prospectus
      supplement under "Description of the Mortgage Pool--WB Component Loan").

     Except as described above, we do not know whether the respective borrowers
under the Mortgage Loans have any other indebtedness outstanding. See "Certain
Legal Aspects of Mortgage Loans--Subordinate Financing" in the accompanying
prospectus.

     Lender/Borrower Relationships. The Mortgage Loan Sellers, the Depositor or
any of their affiliates may maintain certain banking or other relationships
with borrowers under the Mortgage Loans or their affiliates, and proceeds of
the Mortgage Loans may, in certain limited cases, be used by such borrowers or
their affiliates in whole or in part to pay indebtedness owed to the Mortgage
Loan Sellers, the Depositor or such other entities.

CERTAIN UNDERWRITING MATTERS


     Environmental Assessments. Each of the Mortgaged Properties was subject to
an environmental site assessment, an environmental site assessment update or a
transaction screen that was performed by an independent third-party
environmental consultant with respect to each Mortgaged Property securing a
Mortgage Loan in connection with the origination of such Mortgage Loan. In some
cases, a third-party consultant also conducted a Phase II environmental site
assessment of a Mortgaged Property. With respect to an Environmental Report, if
any, (i) no such Environmental Report provides that as of the date of the
report there is a material violation of applicable environmental laws with
respect to any known circumstances or conditions relating to the related
Mortgaged Property; or (ii) if any such Environmental Report does reveal any
such circumstances or conditions with respect to the related Mortgaged Property
and such circumstances or conditions have not been subsequently remediated in
all material respects, then generally, with certain exceptions, one or


                                      S-95


more of the following was the case: (A) the related borrower was required to
provide additional security and/or to obtain an operations and maintenance
plan, (B) the related borrower provided a "no further action" letter or other
evidence acceptable to the related Mortgage Loan Seller, in its sole
discretion, that applicable federal, state or local governmental authorities
had no current intention of taking any action, and are not requiring any
action, in respect of such condition or circumstance, (C) such conditions or
circumstances were investigated further and based upon such additional
investigation, and independent environmental consultant recommended no further
investigation or remediation, (D) the expenditure of funds reasonably estimated
to be necessary to effect such remediation is the lesser of (a) 10% of the
outstanding principal balance of the related Mortgage Loan and (b) two million
dollars, (E) there exists an escrow of funds reasonably estimated to be
sufficient for purposes of effecting such remediation, (F) the related borrower
or another responsible party is currently taking such actions, if any, with
respect to such circumstances or conditions as have been required by the
applicable governmental regulatory authority, (G) the related Mortgaged
Property is insured under a policy of insurance, subject to certain per
occurrence and aggregate limits and a deductible, against certain losses
arising from such circumstances and conditions or (H) a responsible party
provided a guaranty or indemnity to the related borrower to cover the costs of
any required investigation, testing, monitoring or remediation. There can be no
assurance, however, that a responsible party will be financially able to
address the subject condition or compelled to do so. See "Risk Factors--Risks
Related to the Mortgage Loans--Adverse Environmental Conditions May Reduce Cash
Flow from a Mortgaged Property" for more information regarding the
environmental condition of certain Mortgaged Properties.

     The Mortgage Loan Sellers will not make any representation or warranty
with respect to environmental conditions arising after the Delivery Date, and
will not be obligated to repurchase or substitute for any Mortgage Loan due to
any such condition.

     Generally. Certain federal, state and local laws, regulations and
ordinances govern the management, removal, encapsulation or disturbance of
asbestos-containing materials. Such laws, as well as common law, may impose
liability for releases of or exposure to asbestos containing materials and may
provide for third parties to seek recovery from owners or operators of real
properties for personal injuries associated with such releases.

     Owners of residential housing constructed prior to 1978 are required by
federal law to disclose to potential residents or purchasers any known
lead-based paint hazards and violations can incur treble damages for any
failure to so notify. In addition, the ingestion of lead-based paint chips or
dust particles by children can result in lead poisoning, and the owner of a
property where such circumstances exist may be held liable for such injuries
and for the costs of removal or encapsulation of the lead-based paint. Testing
for lead-based paint or lead in the water was conducted with respect to certain
of the Mortgaged Properties, generally based on the age and/or condition
thereof.

     The Environmental Protection Agency has identified certain health risks
associated with elevated radon gas in buildings, and has recommended that
certain mitigating measures be considered.

     When recommended by Environmental Reports, operations and maintenance
plans (addressing in some cases asbestos containing materials, lead-based
paint, and/or radon) were generally required, except in the case of certain
Mortgaged Properties where the environmental consultant conducting the
assessment also identified the condition of the asbestos containing materials
as good and non-friable (i.e., not easily crumbled). In certain instances where
related Mortgage Loan documents required the submission of operations and
maintenance plans, these plans have yet to be received. There can be no
assurance that recommended operations and maintenance plans have been or will
continue to be implemented. In many cases, certain potentially adverse
environmental conditions were not tested for. For example, lead based paint and
radon were tested only with respect to Multifamily Mortgaged Properties and
only if, in the case of lead based paint, the age of the Mortgaged Property
warranted such testing and, in the case of radon, radon is prevalent in the
geographic area where the Mortgaged Property is located; however, at several
Multifamily Mortgaged Properties located in geographic areas where radon is
prevalent, radon testing was not conducted. None of the testing referenced in
the preceding sentence was conducted in connection with a Manufactured Housing
Community.

     Certain of the Mortgaged Properties have off-site leaking underground
storage tank sites located nearby which the Environmental Reports either have
indicated are not likely to contaminate


                                      S-96


the related Mortgaged Properties but may require future monitoring or have
identified a party not related to the borrower as responsible for such
condition. Certain other Mortgaged Properties may contain contaminants in the
soil or groundwater at levels which the environmental consultant has advised
are below regulatory levels or otherwise are indicative of conditions typically
not of regulatory concern and are not likely to require any further action. In
some cases, there was no further investigation of a potentially adverse
environmental condition. In certain instances where the related Mortgage Loan
documents required underground storage tank repair or removal and the
submission of a confirmation that this work has been performed, the
confirmations have yet to be received.

     The information contained herein regarding environmental conditions at the
Mortgaged Properties is based on the Environmental Reports and has not been
independently verified by the Depositor, the Mortgage Loan Sellers, the
Underwriters, the Master Servicer, the Special Servicer, the Trustee, the REMIC
Administrator, the Fiscal Agent or any of their respective affiliates. There
can be no assurance that the Environmental Reports identified all environmental
conditions and risks, or that any such environmental conditions will not have
material adverse effect on the value or cash flow of the related Mortgaged
Property.

     The Pooling and Servicing Agreement requires that the Special Servicer
obtain an environmental site assessment of a Mortgaged Property prior to
acquiring title thereto or assuming its operation. In the event a Phase I
environmental site assessment already exists that is less than 12 months old, a
new assessment will not be required under the Pooling and Servicing Agreement.
In the event a Phase I environmental site assessment already exists that is
between 12 and 18 months old, only an updated data base search will be
required. Such requirement precludes enforcement of the security for the
related Mortgage Loan until a satisfactory environmental site assessment is
obtained (or until any required remedial action is taken), but will decrease
the likelihood that the Trust will become liable for a material adverse
environmental condition at the Mortgaged Property. However, there can be no
assurance that the requirements of the Pooling and Servicing Agreement will
effectively insulate the Trust from potential liability for a materially
adverse environmental condition at any Mortgaged Property. See "Servicing of
the Mortgage Loans--Modifications, Waivers, Amendments and Consents" in this
prospectus supplement and "The Pooling and Servicing Agreements--
Realization Upon Defaulted Mortgage Loans", "Risk Factors--Certain Factors
Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans--Adverse
Environmental Conditions May Subject a Mortgage Loan to Additional Risk" and
"Certain Legal Aspects of Mortgage Loans--Environmental Considerations" in the
accompanying prospectus.

     Property Condition Assessments. Inspections of each of the Mortgaged
Properties were conducted by independent licensed engineers in connection with
or subsequent to the origination of the related Mortgage Loan, except that in
connection with certain Mortgage Loans having an initial principal balance of
$2,000,000 or less, a site inspection may not have been performed in connection
with the origination of any such Mortgage Loan. Such inspections were generally
commissioned to inspect the exterior walls, roofing, interior construction,
mechanical and electrical systems and general condition of the site, buildings
and other improvements located at a Mortgaged Property. With respect to certain
of the Mortgage Loans, the resulting reports indicated a variety of deferred
maintenance items and recommended capital improvements. The estimated cost of
the necessary repairs or replacements at a Mortgaged Property was included in
the related property condition assessment; and, in the case of certain
Mortgaged Properties, such estimated cost exceeded $100,000. In general, with
limited exception, cash reserves were established, or other security obtained,
to fund or secure the payment of such estimated deferred maintenance or
replacement items. In addition, various Mortgage Loans require monthly deposits
into cash reserve accounts to fund property maintenance expenses.

     Appraisals and Market Studies. An independent appraiser that was either a
member of the MAI or state certified performed an appraisal (or updated an
existing appraisal) of each of the related Mortgaged Properties in connection
with the origination of each Mortgage Loan in order to establish the appraised
value of the related Mortgaged Property or Properties. Such appraisal,
appraisal update or property valuation was prepared on or about the "Appraisal
Date" indicated on Annex A hereto, and except for certain Mortgaged Properties
involving operating businesses, the appraiser represented in such appraisal or
in a letter or other agreement that the appraisal conformed to the appraisal
guidelines set forth in USPAP. In general, such appraisals represent the
analysis and opinions of the respective appraisers at or before the time made,
and are not guarantees of, and may not be indicative of, present or future
value. There can be no assurance that another appraiser


                                      S-97


would not have arrived at a different valuation, even if such appraiser used
the same general approach to and same method of appraising the property. In
addition, appraisals seek to establish the amount a typically motivated buyer
would pay a typically motivated seller. Such amount could be significantly
higher than the amount obtained from the sale of a Mortgaged Property under a
distress or liquidation sale.

     None of the Depositor, the Mortgage Loan Sellers, the Underwriters, the
Master Servicer, the Special Servicer, the Trustee, the REMIC Administrator,
the Fiscal Agent or any of their respective affiliates has prepared or
conducted its own separate appraisal or reappraisal of any Mortgaged Property.

     Zoning and Building Code Compliance. Each Mortgage Loan Seller has
generally examined whether the use and operation of the related Mortgaged
Properties were in material compliance with all zoning, land-use, ordinances,
rules, regulations and orders applicable to such Mortgaged Properties at the
time such Mortgage Loans were originated. Each Mortgage Loan Seller may have
considered, among other things, legal opinions, certifications from government
officials, zoning consultant's reports and/or representations by the related
borrower contained in the related Mortgage Loan documents and information which
is contained in appraisals and surveys, title insurance endorsements, or
property condition assessments undertaken by independent licensed engineers.
Certain violations may exist; however, no Mortgage Loan Seller has notice of
any material existing violations with respect to the Mortgaged Properties
securing such Mortgage Loans which materially and adversely affect (i) the
value of the related Mortgaged Property as determined by the appraisal
performed in connection with the origination of the related Mortgage Loan or
(ii) the principal use of the Mortgaged Property as of the date of the related
Mortgage Loan's origination.

     In some cases, the use, operation and/or structure of the related
Mortgaged Property constitutes a permitted nonconforming use and/or structure
that may not be rebuilt to its current state in the event of a material
casualty event. With respect to such Mortgaged Properties, the related Mortgage
Loan Seller has determined that in the event of a material casualty affecting
the Mortgaged Property that:

       (1) the extent of the nonconformity is not material;

       (2) insurance proceeds together with the value of the remaining property
   would be available and sufficient to pay off the related Mortgage Loan in
   full;

       (3) the Mortgaged Property, if permitted to be repaired or restored in
   conformity with current law, would constitute adequate security for the
   related Mortgage Loan; or

       (4) the risk that the entire Mortgaged Property would suffer a material
   casualty to such a magnitude that it could not be rebuilt to its current
   state is remote.

     Although each Mortgage Loan Seller expects insurance proceeds to be
available for application to the related Mortgage Loan in the event of a
material casualty, no assurance can be given that such proceeds would be
sufficient to pay off such Mortgage Loan in full. In addition, if the Mortgaged
Property were to be repaired or restored in conformity with current law, no
assurance can be given as to what its value would be relative to the remaining
balance of the related Mortgage Loan or what would be the revenue-producing
potential of the property.

     Hazard, Liability and Other Insurance. The Mortgage Loans generally
require that each Mortgaged Property be insured by a hazard insurance policy in
an amount (subject to an approved deductible) at least equal to the lesser of
the outstanding principal balance of the related Mortgage Loan and 100% of the
replacement cost of the improvements located on the related Mortgaged Property,
and if applicable, that the related hazard insurance policy contain appropriate
endorsements to avoid the application of co-insurance and not permit reduction
in insurance proceeds for depreciation; provided that, in the case of certain
of the Mortgage Loans, the hazard insurance may be in such other amounts as was
required by the related originators.

     In addition, if any material improvements on any portion of a Mortgaged
Property securing any Mortgage Loan was, at the time of the origination of such
Mortgage Loan, in an area identified in the Federal Register by the Federal
Emergency Management Agency as having special flood hazards, and flood
insurance was available, a flood insurance policy meeting any requirements of
the then-current guidelines of the Federal Insurance Administration is required
to be in effect with a generally acceptable insurance carrier, in an amount
representing coverage generally not less than


                                      S-98


the least of (a) the outstanding principal balance of the related Mortgage
Loan, (b) the full insurable value of the related Mortgaged Property, (c) the
maximum amount of insurance available under the National Flood Insurance Act of
1973, as amended, or (d) 100% of the replacement cost of the improvements
located on the related Mortgaged Property.

     In general, the standard form of hazard insurance policy covers physical
damage to, or destruction of, the improvements on the Mortgaged Property by
fire, lightning, explosion, smoke, windstorm and hail, riot or strike and civil
commotion, subject to the conditions and exclusions set forth in each policy.

     Each Mortgage Loan generally also requires the related borrower to
maintain comprehensive general liability insurance against claims for personal
and bodily injury, death or property damage occurring on, in or about the
related Mortgaged Property in an amount generally equal to at least $1,000,000.

     Each Mortgage Loan generally further requires the related borrower to
maintain business interruption insurance in an amount not less than
approximately 100% of the gross rental income from the related Mortgaged
Property for not less than 12 months, except that business interruption
insurance may not be required in cases where the tenant is required to continue
paying rent in the event of a casualty.

     In general, the Mortgage Loans (including those secured by Mortgaged
Properties located in California) do not require earthquake insurance.
Twenty-two of the Mortgaged Properties securing 20.3% of the Initial Pool
Balance are located in areas that are considered a high earthquake risk. These
areas include all or parts of the states of Washington, California and Nevada.
No Mortgaged Property has a "probable maximum loss" or "PML" in excess of 20%
with the exception of four Mortgage Loans, securing 0.9% of the Initial Pool
Balance, which have a PML of 22%, 24%, 26% and 28% respectively, but for which
the related borrower has obtained earthquake insurance on each such Mortgaged
Property.

THE MORTGAGE LOAN SELLERS

     Bank of America, N.A. is a national banking association. The principal
office of Bank of America, N.A. is in Charlotte, North Carolina. Bank of
America, N.A. is a wholly-owned subsidiary of NB Holdings Corporation, which in
turn is a wholly-owned subsidiary of Bank of America Corporation. Bank of
America, N.A. is also the Master Servicer and is an affiliate of Banc of
America Securities LLC, one of the underwriters, and Banc of America Commercial
Mortgage Inc., the Depositor.

     The information set forth herein concerning Bank of America, N.A. has been
provided by Bank of America, N.A. Neither the Depositor nor any Underwriter
makes any representation or warranty as to the accuracy or completeness of such
information.

     Barclays Capital Real Estate Inc. is an indirect wholly-owned subsidiary
of Barclays Bank PLC, and is a Delaware corporation and an affiliate of
Barclays Capital Inc., one of the underwriters. Barclays Capital Real Estate
Inc. maintains its principal office at 200 Park Avenue, New York, New York
10166.

     The information set forth herein concerning Barclays Capital Real Estate
Inc. has been provided by Barclays Capital Real Estate Inc. Neither the
Depositor nor any Underwriter makes any representation or warranty as to the
accuracy or completeness of such information.

     Bear Stearns Commercial Mortgage, Inc. is a wholly-owned subsidiary of
Bear Stearns Mortgage Capital Corporation, and is a New York corporation and an
affiliate of Bear, Stearns & Co. Inc., one of the underwriters. The principal
offices of Bear Stearns Commercial Mortgage, Inc. are located at 383 Madison
Avenue, New York, New York 10179.

     The information set forth herein concerning Bear Stearns Commercial
Mortgage, Inc. has been provided by Bear Stearns Commercial Mortgage, Inc..
Neither the Depositor nor any Underwriter makes any representation or warranty
as to the accuracy or completeness of such information.

ASSIGNMENT OF THE MORTGAGE LOANS; REPURCHASES AND SUBSTITUTIONS

     On or prior to the Delivery Date, by agreement with the Depositor, each
Mortgage Loan Seller with respect to the Mortgage Loans it is selling to the
Depositor (except as described in the next


                                      S-99


paragraph) will assign and transfer such Mortgage Loans (including the PA Pari
Passu Note A-1 Subordinate Component and the WB Subordinate Component), without
recourse, to the Depositor or, at the direction of the Depositor, to the
Trustee for the benefit of the Certificateholders. In connection with such
assignment, each of the Mortgage Loan Sellers will be required to deliver the
following documents, among others, to the Trustee with respect to each of its
related Mortgage Loans:

       (1) the original Mortgage Note, endorsed (without recourse) to the order
   of the Trustee or a lost note affidavit and an indemnity with a copy of
   such Mortgage Note;

       (2) the original or a copy of the related Mortgage(s) and, if
   applicable, originals or copies of any intervening assignments of such
   document(s), in each case (unless the particular document has not been
   returned from the applicable recording office) with evidence of recording
   thereon;

       (3) the original or a copy of any related assignment(s) of leases and
   rents (if any such item is a document separate from the Mortgage) and, if
   applicable, originals or copies of any intervening assignments of such
   document(s), in each case (unless the particular document has not been
   returned from the applicable recording office) with evidence of recording
   thereon;

       (4) other than with respect to a MERS Designated Mortgage Loan, an
   assignment of each related Mortgage in favor of the Trustee, in recordable
   form (except for, solely with respect to Mortgages sent for recording but
   not yet returned, any missing recording information with respect to such
   Mortgage) (or a certified copy of such assignment as sent for recording);

       (5) other than with respect to a MERS Designated Mortgage Loan, an
   assignment of any related assignment(s) of leases and rents (if any such
   item is a document separate from the Mortgage) in favor of the Trustee, in
   recordable form (except for any missing recording information with respect
   to such Mortgage) (or a certified copy of such assignment as sent for
   recording);

       (6) a title insurance policy (or copy thereof) effective as of the date
   of the recordation of the Mortgage Loan, together with all endorsements or
   riders thereto (or if the policy has not yet been issued, an original or
   copy or a written commitment "marked-up" at the closing of such Mortgage
   Loan, interim binder or the pro forma title insurance policy evidencing a
   binding commitment to issue such policy);

       (7) other than with respect to a MERS Designated Mortgage Loan, an
   assignment in favor of the Trustee of each effective UCC financing
   statement in the possession of the transferor (or a certified copy of such
   assignment as sent for filing);

       (8) in those cases where applicable, an original or a copy of the
related ground lease;

       (9) in those cases where applicable, a copy of any letter of credit
   relating to a Mortgage Loan;

       (10) in those cases where applicable, originals or copies of any written
   assumption, modification, written assurance and substitution agreements in
   those instances where the terms or provisions of the Mortgage or Mortgage
   Note have been modified or the Mortgage Loan has been assumed;

       (11) with respect to hospitality properties, a copy of the franchise
   agreement, an original copy of the comfort letter and any transfer
   documents with respect to such comfort letter, if any; and

       (12) a copy of the related mortgage loan checklist;

provided, however, that with respect to any Mortgage for which the related
assignment of mortgage, assignment of assignment of leases, security agreements
and/or UCC financing statements have been recorded in the name of MERS or its
designee, no assignment of mortgage, assignment of leases, security agreements
and/or UCC financing statements in favor of the Trustee will be required to be
prepared or delivered and instead, the Master Servicer, at the direction of the
related Mortgage Loan Seller, will take all actions as are necessary to cause
the Trustee on behalf of the Trust to be shown as, and the Trustee will take
all actions necessary to confirm that the Trustee on behalf of is shown as, the
owner of the related Mortgage Loan on the records of MERS for purposes of the
system of recording transfers of beneficial ownership of mortgages maintained
by MERS.


                                     S-100


     The Trustee is required to review the documents delivered thereto by each
Mortgage Loan Seller with respect to each Mortgage Loan within a specified
period following such delivery, and the Trustee will hold the related documents
in trust. If there exists a breach of any of the delivery obligations made by a
Mortgage Loan Seller as generally described in items (1) through (11) in the
preceding paragraph, and that breach materially and adversely affects the
interests of the Certificateholders with respect to the affected loan, then the
related Mortgage Loan Seller will be obligated, except as otherwise described
below, within a period of 90 days following the earlier of its discovery or
receipt of notice of such omission or defect to (1) deliver the missing
documents or cure the defect in all material respects, as the case may be, (2)
repurchase (or cause the repurchase of) the affected Mortgage Loan at the
Purchase Price or (3) other than with respect to the PA Pari Passu Note A-1
Component Mortgage Loan and the WB Component Mortgage Loan, substitute a
Qualified Substitute Mortgage Loan for such Mortgage Loan and pay the
Substitution Shortfall Amount. If such defect or breach is capable of being
cured but not within the 90 day period and the related Mortgage Loan Seller has
commenced and is diligently proceeding with the cure of such defect or breach
within such 90 day period, then the related Mortgage Loan Seller will have,
with respect to such Mortgage Loans only, an additional 90 days to complete
such cure or, failing such cure, to repurchase (or cause the repurchase of) or
substitute for the related Mortgage Loan (such possible additional cure period
will not apply in the event of a defect that causes the Mortgage Loan not to
constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code or not to meet certain Code-specified criteria with respect to
customary prepayment penalties or permissible defeasance).


     If (x) any Mortgage Loan is required to be repurchased or substituted as
contemplated in this prospectus supplement, (y) such Mortgage Loan is a
Crossed-Collateralized Mortgage Loan or is secured by a portfolio of Mortgaged
Properties (which provides that a property may be uncrossed from the other
Mortgaged Properties) and (z) the applicable defect or breach does not
constitute a defect or breach, as the case may be, as to any related
Crossed-Collateralized Mortgage Loan or applies to only specific Mortgaged
Properties included in such portfolio (without regard to this paragraph), then
the applicable defect or breach (as the case may be) will be deemed to
constitute a defect or breach (as the case may be) as to any related
Crossed-Collateralized Mortgage Loan and to each other Mortgaged Property
included in such portfolio and the Mortgage Loan Seller which sold the loan to
the Depositor will be required to repurchase or substitute for any related
Crossed-Collateralized Mortgage Loan in the manner described above unless, in
the case of a breach or defect, both of the following conditions would be
satisfied if such Mortgage Loan Seller were to repurchase or substitute for
only the affected Crossed-Collateralized Mortgage Loans or affected Mortgaged
Properties as to which a breach had occurred without regard to this paragraph:
(i) the debt service coverage ratio for any remaining Cross-Collateralized
Mortgage Loans or Mortgaged Properties for the four calendar quarters
immediately preceding the repurchase or substitution is the lesser of (a) the
debt service coverage ratio immediately prior to the repurchase and (b) the
debt service coverage ratio on the Delivery Date, subject to a floor of 1.25x
and (ii) the loan-to-value ratio for any remaining Crossed-Collateralized
Mortgage Loans or Mortgaged Properties is the greater of (a) the loan-to-value
ratio immediately prior to the repurchase and (b) the loan-to-value ratio on
the Closing Date, subject to a cap of 75%. In the event that both of the
conditions set forth in the preceding sentence would be so satisfied, such
Mortgage Loan Seller may elect either to repurchase or substitute for only the
affected Crossed-Collateralized Mortgage Loan or Mortgaged Properties as to
which the defect or breach exists or to repurchase or substitute for the
aggregate Crossed-Collateralized Mortgage Loans or Mortgaged Properties.

     The respective repurchase, substitution or cure obligations of each
Mortgage Loan Seller described in this prospectus supplement will constitute
the sole remedies available to the Certificateholders for any failure on the
part of the related Mortgage Loan Seller to deliver any of the above-described
documents with respect to any Mortgage Loan or for any defect in any such
document, and neither the Depositor nor any other person will be obligated to
repurchase the affected Mortgage Loan if the related Mortgage Loan Seller
defaults on its obligation to do so. Notwithstanding the foregoing, if any of
the above-described documents is not delivered with respect to any Mortgage
Loan because such document has been submitted for recording, and neither such
document nor a copy thereof, in either case with evidence of recording thereon,
can be obtained because of delays on the part of the applicable recording
office, then the related Mortgage Loan Seller will not be required to
repurchase (or cause the repurchase of) the related Mortgage


                                     S-101


Loan on the basis of such missing document so long as the related Mortgage Loan
Seller continues in good faith to attempt to obtain such document or such copy.

     The Pooling and Servicing Agreement requires that, unless recorded in the
name of MERS, the assignments in favor of the Trustee with respect to each
Mortgage Loan described in clauses (4), (5) and (7) of the first paragraph
under this heading be submitted for recording in the real property records or
filing with the Secretary of State, as applicable, of the appropriate
jurisdictions within a specified number of days following the delivery at the
expense of the related Mortgage Loan Seller. See "The Pooling and Servicing
Agreements--Assignment of Mortgage Loans; Repurchases" in the accompanying
prospectus.

REPRESENTATIONS AND WARRANTIES; REPURCHASES AND SUBSTITUTIONS

     Mortgage Loans. The Depositor will acquire the Mortgage Loans from each
Mortgage Loan Seller pursuant to separate Mortgage Loan Purchase and Sale
Agreements to be dated as of the Delivery Date. Pursuant to each Mortgage Loan
Purchase and Sale Agreement, each Mortgage Loan Seller will represent and
warrant solely with respect to the Mortgage Loans transferred by such Mortgage
Loan Seller in each case as of the Delivery Date or as of such earlier date
specifically provided in the related representation or warranty (subject to
certain exceptions specified in each Mortgage Loan Purchase and Sale Agreement)
among other things, substantially as follows:

       (1) the information set forth in the Mortgage Loan Schedule attached to
   the Pooling and Servicing Agreement (which will contain a limited portion
   of the information set forth in Annex A to this prospectus supplement) with
   respect to the Mortgage Loans is true, complete and correct in all material
   respects as of the Cut-off Date;

       (2) based on the related lender's title insurance policy (or, if not yet
   issued, a pro forma title policy or a "marked-up" commitment), each
   Mortgage related to and delivered in connection with each Mortgage Loan
   constitutes a valid and, subject to the exceptions set forth in paragraph
   (3) below, enforceable first lien on the related Mortgaged Property, prior
   to all other liens and encumbrances, except for Permitted Encumbrances.

       (3) the Mortgage(s) and Mortgage Note for each Mortgage Loan and all
   other documents executed by or on behalf of the related borrower or any
   guarantor of non-recourse exceptions and/or environmental liability with
   respect to each Mortgage Loan are the legal, valid and binding obligations
   of the related borrower (subject to any non-recourse provisions contained
   in any of the foregoing agreements and any applicable state anti-deficiency
   legislation), enforceable in accordance with their respective terms, except
   as such enforcement may be limited by (a) bankruptcy, insolvency,
   reorganization or similar laws affecting the rights of creditors generally
   and (b) general principles of equity regardless of whether such enforcement
   is considered in a proceeding in equity or at law, and except that certain
   provisions in such Mortgage Loan documents may be further limited or
   rendered unenforceable by applicable law, but (subject to the limitations
   set forth in the foregoing clauses (a) and (b)) such limitations or
   unenforceability will not render such loan documents invalid as a whole or
   substantially interfere with the mortgagee's realization of the principal
   benefits and/or security provided by such Mortgage Loan documents;

       (4) no Mortgage Loan was, since origination, 30 days or more past due in
   respect of any Monthly Payment, without giving effect to any applicable
   grace period;

       (5) there is no valid defense, counterclaim or right of offset,
   abatement, diminution or rescission available to the related borrower with
   respect to any Mortgage Loan or Mortgage Note or other agreements executed
   in connection therewith;

       (6) there exists no material default, breach, violation or event of
   acceleration under any Mortgage Note or Mortgage in any such case to the
   extent the same materially and adversely affects the value of the Mortgage
   Loan and related Mortgaged Property;

       (7) in the case of each Mortgage Loan, the related Mortgaged Property is
   (a) not the subject of any proceeding pending for the condemnation of all
   or any material portion of any Mortgaged Property, and (b) free and clear
   of any damage caused by fire or other casualty which would materially and
   adversely affect its value as security for such Mortgage Loan (except in
   any such case where an escrow of funds or insurance coverage exists that is
   reasonably estimated to be sufficient to effect the necessary repairs and
   maintenance);


                                     S-102


       (8) at origination, each Mortgage Loan complied with or was exempt from,
   all applicable usury laws;

       (9) in connection with the origination of the related Mortgage Loan, one
   or more environmental site assessments, an update of a previously conducted
   assessment or a transaction screen has been performed with respect to each
   Mortgaged Property and the Mortgage Loan Seller has no knowledge of any
   material and adverse environmental condition or circumstance affecting such
   Mortgaged Property that was not disclosed in an Environmental Report or
   borrower questionnaire;

       (10) each Mortgaged Property securing a Mortgage Loan is covered by a
   title insurance policy (or, if not yet issued, a pro forma title policy or
   a "marked-up" commitment) in the original principal amount of such Mortgage
   Loan after all advances of principal, insuring that the related Mortgage is
   a valid first priority lien on such Mortgaged Property subject only to the
   exceptions stated therein;

       (11) the proceeds of each 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 related Mortgaged Property), and there
   is no obligation for future advances with respect thereto;

       (12) the terms of each Mortgage have not been impaired, waived, altered,
   satisfied, canceled, subordinated, rescinded or modified in any manner
   which would materially interfere with the benefits of the security intended
   to be provided by such Mortgage, except as specifically set forth in a
   written instrument in the related Mortgage File;

       (13) there are no delinquent property taxes, assessments or other
   outstanding charges affecting any Mortgaged Property securing a Mortgage
   Loan that are a lien of priority equal to or higher than the lien of the
   related Mortgage and that are not otherwise covered by an escrow of funds
   sufficient to pay such charge;

       (14) the related borrower's interest in each Mortgaged Property securing
   a Mortgage Loan includes a fee simple and/or leasehold estate or interest
   in real property and the improvements thereon;

       (15) no Mortgage Loan contains any equity participation by the
   mortgagee, is convertible by its terms into an equity ownership interest in
   the related Mortgaged Property or the related borrower, provides for any
   contingent or additional interest in the form of participation in the cash
   flow of the related Mortgaged Property or provides for the negative
   amortization of interest except for the ARD Loan to the extent described
   under "--Certain Terms and Conditions of the Mortgage
   Loans--Hyperamortization" above; and

       (16) the appraisal obtained in connection with the origination of each
   Mortgage Loan, based upon the representation of the appraiser in a
   supplemental letter or in the related appraisal, satisfies the appraisal
   guidelines set forth in Title XI of the Financial Institutions Reform
   Recovery and Enforcement Act of 1989 (as amended).

     In each Mortgage Loan Purchase and Sale Agreement, the related Mortgage
Loan Seller will make certain representations concerning the priority and
certain terms of ground leases securing those Mortgage Loans transferred by it.
Each Mortgage Loan Seller will represent and warrant as of the Delivery Date,
that, immediately prior to the transfer of its Mortgage Loans, such Mortgage
Loan Seller had good and marketable title to, and was the sole owner of, its
related Mortgage Loan and had full right and authority to sell, assign and
transfer such Mortgage Loan.

     If a Mortgage Loan Seller discovers or is notified of a breach of any of
the foregoing representations and warranties with respect to any Mortgage Loan
and that breach materially and adversely affects the interests of the
Certificateholders with respect to the affected loan, then the related Mortgage
Loan Seller will be obligated, within a period of 90 days following the earlier
of its discovery or receipt of notice of such defect or breach to cure such
breach in all material respects, repurchase such Mortgage Loan at the
applicable Purchase Price or substitute a Qualified Substitute Mortgage Loan
and pay any Substitution Shortfall Amount as described in this prospectus
supplement. However, if such defect or breach is capable of being cured (but
not within the 90 day period) and the related Mortgage Loan Seller has
commenced and is diligently proceeding with cure


                                     S-103


of such defect or breach within 90 day period, the related Mortgage Loan Seller
will have an additional 90 days to complete such cure or, failing such cure, to
repurchase the related Mortgage Loan or substitute a Qualified Substitute
Mortgage Loan and pay any Substitution Shortfall Amount as described in this
prospectus supplement (such possible additional cure period will not apply on
the event of a defect that causes the Mortgage Loan not to constitute a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code or
not to meet certain Code-specified criteria with respect to customary
prepayment penalties or permissible defeasance). The provisions regarding
repurchase and substitution set forth for document defects in "--Assignment of
the Mortgage Loans; Repurchase and Substitutions" above will also be applicable
with respect to any Cross-Collateralized Mortgage Loan or Mortgage Loan secured
by multiple properties.


     The foregoing cure, substitution or repurchase obligations described in
the immediately preceding paragraph will constitute the sole remedy available
to the Certificateholders for any breach of any of the foregoing
representations and warranties, and neither the Depositor nor any other person
will be obligated to repurchase any affected Mortgage Loan in connection with a
breach of such representations and warranties if a Mortgage Loan Seller
defaults on its obligation to do so. Each Mortgage Loan Seller will be the sole
Warranting Party (as defined in the accompanying prospectus) in respect of the
Mortgage Loans transferred by it. See "The Pooling and Servicing
Agreements--Representations and Warranties; Repurchases" in the accompanying
prospectus. In addition, as each of the foregoing representations and
warranties by each Mortgage Loan Seller is made as of the Delivery Date or such
earlier date specifically provided in the related representation and warranty,
a Mortgage Loan Seller will not be obligated to cure or repurchase any Mortgage
Loan or substitute a Qualified Substitute Mortgage Loan and pay any
Substitution Shortfall Amount as described in this prospectus supplement due to
any breach arising from events subsequent to the date as of which such
representation or warranty was made.


CHANGES IN MORTGAGE POOL CHARACTERISTICS

     The description in this prospectus supplement of the Mortgage Pool and the
Mortgaged Properties is based upon the Mortgage Pool as constituted on the
Cut-off Date, as adjusted for the scheduled principal payments due on the
Mortgage Loans on or before the Cut-off Date. Prior to the issuance of the
Offered Certificates, a Mortgage Loan may be removed from the Mortgage Pool if
the Depositor deems such removal necessary or appropriate or if it is prepaid.
The Depositor believes that the information set forth herein is representative
of the characteristics of the Mortgage Pool as constituted as of the Cut-off
Date, although the range of Mortgage Rates and maturities, as well as the other
characteristics of the Mortgage Loans described herein, may vary.


     A Current Report on Form 8-K will be available to purchasers of the
Offered Certificates on or shortly after the Delivery Date and will be filed,
together with the Pooling and Servicing Agreement, with the Securities and
Exchange Commission within fifteen days after the initial issuance of the
Offered Certificates. In the event Mortgage Loans are removed from the Mortgage
Pool as set forth in the preceding paragraph, such removal will be noted in the
Current Report on Form 8-K.


                                     S-104


                        SERVICING OF THE MORTGAGE LOANS

GENERAL

     The Master Servicer and the Special Servicer, either directly or through
sub-servicers, will each be required to service and administer the respective
mortgage loans (including the Pacific Arts Plaza Pari Passu Note A-2, the PA
Pari Passu Note A-1 Subordinate Component and the WB Subordinate Component) for
which it is responsible on behalf of the Trust, in the best interests and for
the benefit of the Certificateholders (and, in the case of the Pacific Arts
Plaza Whole Loan, the Pacific Arts Plaza Pari Passu Noteholders, and, in the
case of the WB Component Mortgage Loan, the WB Subordinate Component), as a
collective whole, in accordance with any and all applicable laws, the terms of
the Pooling and Servicing Agreement, and the respective Mortgage Loans (and, in
the case of the Pacific Arts Pari Passu Note A-1 and the Pacific Arts Plaza
Pari Passu Note A-2, the Pacific Arts Plaza Intercreditor Agreement) and, to
the extent consistent with the foregoing, the Servicing Standard.

     In general, the Master Servicer will be responsible for the servicing and
administration of all the Mortgage Loans, (including the Serviced Whole Loans)
pursuant to the terms of the Pooling and Servicing Agreement as to which no
Servicing Transfer Event (as defined herein) has occurred and all Corrected
Mortgage Loans, and the Special Servicer will be obligated to service and
administer each Specially Serviced Mortgage Loan (including if applicable, the
Serviced Whole Loans) (other than a Corrected Mortgage Loan) and each REO
Property.

     The Master Servicer will continue to collect information and prepare all
reports to the Trustee required under the Pooling and Servicing Agreement with
respect to any Specially Serviced Mortgage Loans and REO Properties, and
further to render incidental services with respect to any Specially Serviced
Mortgage Loans and REO Properties as are specifically provided for in the
Pooling and Servicing Agreement. The Master Servicer and the Special Servicer
will not have any responsibility for the performance by each other of their
respective duties under the Pooling and Servicing Agreement.

     The Special Servicer will prepare an Asset Status Report for each Mortgage
Loan which becomes a Specially Serviced Mortgage Loan not later than 45 days
after the servicing of such Mortgage Loan is transferred to the Special
Servicer. Each Asset Status Report will be delivered to the Directing
Certificateholder (as defined below), the Master Servicer, the Trustee and the
Rating Agencies. If the PA Pari Passu Note A-1 Component Mortgage Loan becomes
a Specially Serviced Mortgage Loan, the Special Servicer will deliver an Asset
Status Report to the Directing Certificateholder and the PA Pari Passu Note A-1
Controlling Holder. If the WB Component Mortgage Loan becomes a Specially
Serviced Mortgage Loan, the Special Servicer will deliver an Asset Status
Report to the Directing Certificateholder and the WB Controlling Holder. The
Directing Certificateholder, the PA Pari Passu Note A-1 Controlling Holder or
the WB Controlling Holder, as applicable, may object in writing via facsimile
or e-mail to any applicable Asset Status Report within ten business days of
receipt; provided, however, the Special Servicer (i) will, following the
occurrence of an extraordinary event with respect to the related Mortgaged
Property, take any action set forth in such Asset Status Report before the
expiration of a ten business day period if it has reasonably determined that
failure to take such action would materially and adversely affect the interests
of the Certificateholders and it has made a reasonable effort to contact the
Directing Certificateholder, the PA Pari Passu Note A-1 Controlling Holder or
the WB Controlling Holder, as applicable and (ii) in any case, will determine
whether such disapproval is not in the best interests of all the
Certificateholders and, if the Pacific Arts Plaza Whole Loan is involved, the
holders of the Pacific Arts Plaza Note A-1 and Pacific Arts Plaza Note A-2, as
a collective whole, pursuant to the Servicing Standard. In connection with
making such affirmative determination, the Special Servicer may request (but is
not required to request) a vote by all Certificateholders, but will in any
event take the recommended action after making such affirmative determination.
If the Directing Certificateholder, the PA Pari Passu Note A-1 Controlling
Holder or the WB Controlling Holder, as applicable, does not disapprove an
applicable Asset Status Report within ten business days, the Special Servicer
will implement the recommended action as outlined in such Asset Status Report.
However, the Special


                                     S-105


Servicer may not take any action that is contrary to applicable law or the
terms of the applicable loan documents or violates the Servicing Standard. If
the Directing Certificateholder, the PA Pari Passu Note A-1 Controlling Holder
or the WB Controlling Holder, as applicable, disapproves such Asset Status
Report and the Special Servicer has not made the affirmative determination
described above, the Special Servicer will revise such Asset Status Report as
soon as practicable thereafter, but in no event later than 30 days after such
disapproval. The Special Servicer will revise such Asset Status Report until
the Directing Certificateholder, the PA Pari Passu Note A-1 Controlling Holder
or the WB Controlling Holder, as applicable, fails to disapprove such revised
Asset Status Report as described above or until the earliest to occur of (i)
the Special Servicer, in accordance with the Servicing Standard, makes a
determination that such objection is not in the best interests of the
Certificateholders and, if the Pacific Arts Plaza Whole Loan is involved, the
holders of the Pacific Arts Plaza Note A-1 and Pacific Arts Plaza Note A-2, as
a collective whole, (ii) following the occurrence of an extraordinary event
with respect to the related Mortgaged Property, the failure to take any action
set forth in such Asset Status Report before the expiration of a 10 business
day period would materially and adversely affect the interests of the
Certificateholders and, if the Pacific Arts Plaza Whole Loan is involved, the
holders of the Pacific Arts Plaza Note A-1 and Pacific Arts Plaza Note A-2, as
a collective whole, and it has made a reasonable effort to contact the
Directing Certificateholder, the PA Pari Passu Note A-1 Controlling Holder or
the WB Controlling Holder, as applicable, and (iii) the passage of 90 days from
the date of preparation of the initial version of the Asset Status Report.
Following the earliest of such events, the Special Servicer will implement the
recommended action as outlined in the most recent version of such Asset Status
Report. In addition as more fully set forth in the Pooling and Servicing
Agreement, any action which is required to be taken (or not to be taken) by the
Special Servicer in connection with an Asset Status Report (or otherwise) will
be in each and every case in accordance with the Servicing Standard and
applicable law, and the Special Servicer will be required to disregard the
direction, or any failure to approve or consent, of any party that would cause
the Special Servicer to violate the Servicing Standard or applicable law.

     Subject to the limitations below, the Directing Certificateholder and,
with respect to (a) the PA Pari Passu Note A-1 Component Mortgage Loan, the PA
Pari Passu Note A-1 Controlling Holder, and (b) the WB Component Mortgage Loan,
the WB Controlling Holder, is entitled to advise the Special Servicer and
Master Servicer with respect to the Special Actions. Neither the Special
Servicer nor the Master Servicer, as applicable, will be permitted to take any
Special Action without complying with the Approval Provisions (provided that if
such response has not been received within such time period by the Special
Servicer or the Master Servicer, as applicable, then the required party's
approval will be deemed to have been given).


     With respect to any extension or Special Action related to the
modification or waiver of a term of the related Mortgage Loan, the Special
Servicer will respond to the Master Servicer of its decision to grant or deny
the Master Servicer's request for approval and consent within ten business days
of its receipt of such request and all information reasonably requested by the
Special Servicer as such time frame may be extended if the Special Servicer is
required to seek the consent of the Directing Certificateholder, the PA Pari
Passu Note A-1 Controlling Holder, the WB Controlling Holder and any mezzanine
lender or, if the consent of the Rating Agencies may be required. If the
Special Servicer so fails to respond to the Master Servicer within the time
period referenced in the preceding sentence, such approval and consent will be
deemed granted. In addition in connection with clause (ii) of the definition of
"Special Action" in the "Glossary of Principal Definitions" to this prospectus
supplement, the Directing Certificateholder will respond to the Special
Servicer of its decision to grant or deny the Special Servicer's request for
approval and consent within ten business days of its receipt of such request
and such request will be deemed granted if the Directing Certificateholder does
not respond in such time frame. With respect to any Special Action described in
clause (iii) of the definition of "Special Action" in the "Glossary of
Principal Definitions" to this prospectus supplement, the Directing
Certificateholder will respond to the Special Servicer within ten business days
of its receipt of such request and such request will be deemed granted if the
Directing Certificateholder does not respond in such time frame. With respect
to any Special Action


                                     S-106


described in clauses (iv) through (vii) of the definition of "Special Action"
in the "Glossary of "Principal Definitions" to this prospectus supplement, the
Directing Certificateholder, the PA Pari Passu Note A-1 Controlling Holder and
the WB Controlling Holder, as applicable, will respond to the Master Servicer
or the Special Servicer, as applicable, within ten business days of its receipt
of a request for its approval and consent, and such request will be deemed
granted if the required party does not respond in such time frame.
Notwithstanding the foregoing, if the Special Servicer determines that
immediate action is necessary to protect the interests of the
Certificateholders, it may take such action prior to the expiration of the time
frame for obtaining the approval of the Directing Certificateholder, the PA
Pari Passu Note A-1 Controlling Holder or the WB Controlling Holder, as
applicable.

     The Directing Certificateholder, the PA Pari Passu Note A-1 Controlling
Holder, the WB Controlling Holder or the Pacific Arts Plaza Pari Passu
Noteholders, as applicable, may direct the Special Servicer to take, or to
refrain from taking, certain actions as the Directing Certificateholder, the PA
Pari Passu Note A-1 Controlling Holder, the WB Controlling Holder or the
Pacific Arts Plaza Pari Passu Noteholders, as applicable, may deem advisable or
as to which provision is otherwise made in the Pooling and Servicing Agreement;
provided that no such direction and no objection contemplated above or in this
paragraph may require or cause the Special Servicer or the Master Servicer, as
applicable, to violate any REMIC provisions, any intercreditor agreement, any
provision of the Pooling and Servicing Agreement or applicable law, including
the Special Servicer's or the Master Servicer's, as applicable, obligation to
act in accordance with the Servicing Standard or expose the Master Servicer,
the Special Servicer, the Trust Fund or the Trustee to liability, or materially
expand the scope of the Special Servicer's responsibilities under the Pooling
and Servicing Agreement or cause the Special Servicer to act or fail to act in
a manner which, in the reasonable judgment of the Special Servicer, is not in
the best interests of the Certificateholders in which event the Special
Servicer or the Master Servicer, as applicable, will disregard any such
direction or objection.

     None of the Directing Certificateholder, the PA Pari Passu Note A-1
Controlling Holder or the WB Controlling Holder will have any liability
whatsoever to the Trust Fund or any Certificateholders other than the
Controlling Class Certificateholders and will have no liability to any
Controlling Class Certificateholder 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; provided, however, that with respect to Controlling
Class Certificateholders, none of the Directing Certificateholder, the PA Pari
Passu Note A-1 Controlling Holder or the WB Controlling Holder will be
protected against any liability to the Controlling Class Certificateholders
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 Certificateholder acknowledges and agrees, by its
acceptance of its Certificates, (i) that the Directing Certificateholder, the
PA Pari Passu Note A-1 Controlling Holder and the WB Controlling Holder may
have special relationships and interests that conflict with those of holders of
one or more Classes of Certificates, (ii) that the Directing Certificateholder,
the PA Pari Passu Note A-1 Controlling Holder and the WB Controlling Holder may
act solely in the interests of the holders of the Controlling Class, the Class
PA Certificates or the Class WB Certificates, as applicable, (iii) that the
Directing Certificateholder, the PA Pari Passu Note A-1 Controlling Holder and
the WB Controlling Holder do not have any duties to the holders of any Class of
Certificates other than the Controlling Class, the Class PA Certificates or the
Class WB Certificates, as applicable, (iv) that the Directing
Certificateholder, the PA Pari Passu Note A-1 Controlling Holder and the WB
Controlling Holder may take actions that favor the interests of the holders of
the Controlling Class, the Class PA Certificates or the Class WB Certificates,
as applicable, over the interests of the holders of one or more other Classes
of Certificates, (v) that none of the Directing Certificateholder, the PA Pari
Passu Note A-1 Controlling Holder or the WB Controlling Holder will have any
liability whatsoever by reason of its having acted solely in the interests of
the Controlling Class, the Class PA Certificates or the WB Controlling Holder,
as applicable, and (vi) that no Certificateholder may take any action
whatsoever against the Directing Certificateholder, the PA Pari Passu Note A-1
Controlling Holder or the WB Controlling


                                     S-107


Holder or any director, officer, employee, agent or principal of the Directing
Certificateholder, the PA Pari Passu Note A-1 Controlling Holder or the WB
Controlling Holder for having so acted.

     At any time that there is no Directing Certificateholder, PA Pari Passu
Note A-1 Controlling Holder, WB Controlling Holder or Pacific Arts Plaza Pari
Passu Noteholders, or Operating Advisor for any of them, or that any such party
has not been properly identified to the Master Servicer and/or the Special
Servicer, such servicer(s) will not have any duty to provide any notice to or
seek the consent or approval of such party with respect to any matter.

     The Master Servicer and Special Servicer will each be required to service
and administer any group of related Cross-Collateralized Mortgage Loans as a
single Mortgage Loan as and when it deems necessary and appropriate, consistent
with the Servicing Standard. If any Cross-Collateralized Mortgage Loan becomes
a Specially Serviced Mortgage Loan, then each other Mortgage Loan that is
cross-collateralized with it will also become a Specially Serviced Mortgage
Loan. Similarly, no Cross-Collateralized Mortgage Loan will subsequently become
a Corrected Mortgage Loan, unless and until all Servicing Transfer Events in
respect of each other Mortgage Loan with which it is cross-collateralized, are
remediated or otherwise addressed as contemplated above.

     Set forth below is a description of certain pertinent provisions of the
Pooling and Servicing Agreement relating to the servicing of the Mortgage
Loans. Reference is also made to the accompanying prospectus, in particular to
the section captioned "The Pooling and Servicing Agreements," for additional
important information regarding the terms and conditions of the Pooling and
Servicing Agreement as such terms and conditions relate to the rights and
obligations of the Master Servicer and the Special Servicer thereunder.


THE MASTER SERVICER

     Bank of America, N.A. will be the Master Servicer. Bank of America, N.A.
will be the Master Servicer through its Capital Markets Servicing Group (the
"Capital Markets Service Group"), a division of Bank of America, N.A. The
Capital Markets Service Group principal offices are located at NC1-026-06-01,
900 West Trade Street, Suite 650, Charlotte, North Carolina 28255. The Capital
Markets Service Group was formed in 1994 as a result of the Security Pacific
National Bank and Bank of America NT&SA merger, combining term loan portfolios
from bank units, affiliates and the CMBS portfolio from the Bank of America
NT&SA's trust group. As a result of the merger between Bank of America NT&SA
and NationsBank, N.A., the Capital Markets Service Group was reorganized to
perform warehouse and primary servicing for Bank of America N.A.'s conduit
platform. As of April 30, 2005, the Capital Markets Service Group acted as a
full, master or primary servicer on approximately 10,300 loans which total
approximately $57.3 billion. Bank of America, N.A. has been approved as a
master servicer by S&P, Moody's and Fitch.

     The information set forth in this prospectus supplement concerning the
Master Servicer has been provided by the Master Servicer. Neither the Depositor
nor any Underwriter or other person other than the Master Servicer makes any
representation or warranty as to the accuracy or completeness of such
information.


THE SPECIAL SERVICER

     LNR Partners, Inc., a Florida corporation (the "Special Servicer"), is a
subsidiary of LNR Holdings Ltd. ("LNR") and will be responsible for special
servicing any Specially Serviced Mortgage Loans and REO Properties. The
principal executive offices of the Special Servicer are located at 1601
Washington Avenue, Miami Beach, Florida 33139, and its telephone 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 (i) acquiring, developing, managing, repositioning and
selling commercial and multifamily residential real estate properties; (ii)
investing in high-yield real estate loans; and (iii) investing in, and managing
as special servicer, unrated and non-investment grade rated commercial
mortgage-backed securities. The Special Servicer and its affiliates have
regional offices located across the country in Florida, Georgia, Oregon, Texas,


                                     S-108


Massachusetts, North Carolina and California, and in Europe in London, England,
Paris, France and Munich, Germany. As of November 30, 2004, the Special
Servicer and its affiliates were managing a portfolio which included an
original count of approximately 18,200 assets in all 50 states and in Europe
with an original face value of over $146 billion, most of which are commercial
real estate assets. Included in this managed portfolio are approximately $140
billion of commercial real estate assets representing 140 securitization
transactions, for which the Special Servicer acts as special servicer. The
Special Servicer and its affiliates own and are in the business of acquiring
assets similar in type to the assets of the trust fund. Accordingly, the assets
of the Special Servicer and its affiliates may, depending upon the particular
circumstances including the nature and location of such assets, compete with
the Mortgaged Properties for tenants, purchasers, financing and so forth.

     The information set forth in this prospectus supplement concerning the
Special Servicer has been provided by the Special Servicer and none of the
Depositor, any Underwriter or any other person makes any representation or
warranty as to the accuracy or completeness of such information.


SUB-SERVICERS

     The Master Servicer and Special Servicer may each delegate its servicing
obligations in respect of the Mortgage Loans serviced thereby to one or more
Sub-Servicers); provided that the Master Servicer or Special Servicer, as the
case may be, will remain obligated under the Pooling and Servicing Agreement
for such delegated duties. A majority of the Mortgage Loans are currently being
primary serviced by third-party servicers that are entitled to and will become
Sub-Servicers of such loans on behalf of the Master Servicer. Each
Sub-Servicing Agreement between the Master Servicer or Special Servicer, as the
case may be, and a Sub-Servicer must provide that, if for any reason the Master
Servicer or Special Servicer, as the case may be, is no longer acting in such
capacity, the Trustee or any successor to such Master Servicer or Special
Servicer will assume such party's rights and obligations under such
Sub-Servicing Agreement if the Sub-Servicer meets certain conditions set forth
in the Pooling and Servicing Agreement. The Master Servicer and Special
Servicer will each be required to monitor the performance of Sub-Servicers
retained by it.

     The Trust will not be responsible for any fees owed to any Sub-Servicer
retained by the Master Servicer or the Special Servicer. Each Sub-Servicer
retained thereby will be reimbursed by the Master Servicer or Special Servicer,
as the case may be, for certain expenditures which it makes, generally to the
same extent the Master Servicer or Special Servicer would be reimbursed under
the Pooling and Servicing Agreement. See "--Servicing and Other Compensation
and Payment of Expenses" in this prospectus supplement.


SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES

     The principal compensation to be paid to the Master Servicer in respect of
its master servicing activities will be the Master Servicing Fee. As discussed
above, each of the PA Pari Passu Note A-1 Component Mortgage Loan (i.e., the PA
Pari Passu Note A-1 Senior Component and the PA Pari Passu Note A-1 Subordinate
Component) and the WB Component Mortgage Loan (i.e., the WB Senior Component
and the WB Subordinate Component), will be serviced and administered under the
Pooling and Servicing Agreement as if it were one Mortgage Loan. Accordingly,
the Master Servicer or the Special Servicer, as the case may be, will be
entitled to receive the servicing fees and other forms of compensation as
described below. The Master Servicer will be entitled to receive a Master
Servicing Fee on the PA Pari Passu Note A-1 Subordinate Component and the WB
Subordinate Component.

     The Master Servicing Fee will be payable monthly on a loan-by-loan basis
from amounts received in respect of interest on each Mortgage Loan or Serviced
Whole Loan (including Specially Serviced Mortgage Loans, Serviced Whole Loans
and Mortgage Loans as to which the related Mortgaged Property has become an REO
Property) and will accrue at the applicable Master Servicing Fee Rate for each
calendar month commencing with July 2005 or any applicable portion thereof. The
Master Servicing Fee will be computed on the same principal amount as interest


                                     S-109


accrues from time to time during such calendar month (or portion thereof) on
such Mortgage Loan or Serviced Whole Loan or is deemed to accrue from time to
time during such calendar month (or portion thereof) on such REO Loan, as the
case may be, and will be calculated on the same Interest Accrual Basis as is
applicable for such Mortgage Loan, Serviced Whole Loans or REO Loan, as the
case may be and without giving effect to any Excess Interest that may accrue on
the ARD Loan on or after its Anticipated Repayment Date. The Master Servicing
Fee Rate will range from approximately 0.01% to 0.02% per annum, on a
loan-by-loan basis, with a weighted average Master Servicing Fee Rate of 0.015%
per annum as of the Cut-off Date. As additional servicing compensation, the
Master Servicer will be entitled to retain Prepayment Interest Excesses (as
described below) collected on the Mortgage Loans. In addition, the Master
Servicer will be authorized to invest or direct the investment of funds held in
any and all accounts maintained by it that constitute part of the Certificate
Account, in Permitted Investments, and the Master Servicer will be entitled to
retain any interest or other income earned on such funds, but will be required
to cover any losses from its own funds without any right to reimbursement,
except to the extent such losses are incurred solely as the result of the
insolvency of the federal or state chartered depository institution or trust
company that holds such investment accounts, so long as such depository
institution or trust company satisfied the qualifications set forth in the
Pooling and Servicing Agreement in the definition of "eligible account" at the
time such investment was made.

     Prepayment Interest Excesses (to the extent not offset by Prepayment
Interest Shortfalls) collected on the Mortgage Loans will be retained by the
Master Servicer as additional servicing compensation. The Master Servicer will
deliver to the Trustee for deposit in the Distribution Account on each Master
Servicer Remittance Date, without any right of reimbursement thereafter, a
Compensating Interest Payment. In no event will the rights of the
Certificateholders to offset of the aggregate Prepayment Interest Shortfalls be
cumulative.

     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 for any
particular calendar month or applicable portion thereof will accrue with
respect to each Specially Serviced Mortgage Loan (including, if applicable, the
Pacific Arts Plaza Whole Loan) and each Mortgage Loan and each Serviced Whole
Loan as to which the related Mortgaged Property has become an REO Property, at
the Special Servicing Fee Rate, on the same principal amount as interest
accrues from time to time during such calendar month (or portion thereof) on
such Specially Serviced Mortgage Loan or is deemed to accrue from time to time
during such calendar month (or portion thereof) on such REO Loan, as the case
may be, and will be calculated on the same Interest Accrual Basis as is
applicable for such Specially Serviced Mortgage Loan or REO Loan, as the case
may be and without giving effect to any Excess Interest that may accrue on the
ARD Loan on or after its Anticipated Repayment Date. All such Special Servicing
Fees will be payable monthly from general collections on the Mortgage Loans and
any REO Properties on deposit in the Certificate Account from time to time and,
if applicable, from the Pacific Arts Plaza Pari Passu Note A-2, in accordance
with the related Intercreditor Agreement. A Workout Fee will in general be
payable with respect to each Corrected Mortgage Loan. As to each Corrected
Mortgage Loan (including, if applicable, the Pacific Arts Plaza Whole Loan),
the Workout Fee will be payable out of, and will be calculated by application
of a Workout Fee Rate. The Workout Fee with respect to any Corrected Mortgage
Loan will cease to be payable if such loan again becomes a Specially Serviced
Mortgage Loan or if the related Mortgaged Property becomes an REO Property;
provided that a new Workout Fee will become payable if and when such Mortgage
Loan again becomes a Corrected Mortgage Loan.

     If the Special Servicer is terminated, resigns or is replaced, it will
retain the right to receive any and all Workout Fees payable with respect to
(i) any Mortgage Loans serviced by it that became Corrected Mortgage Loans
during the period that it acted as Special Servicer and were still such at the
time of such termination or resignation and (ii) (other than if it was
terminated for cause in which case only the preceding clause (i) will apply)
any Specially Serviced Mortgage Loans for which the Special Servicer has
resolved all of the circumstances and/or conditions causing any such Mortgage
Loan to be a Specially Serviced Mortgage Loan but which had not as of the time
the


                                     S-110


Special Servicer was terminated become a Corrected Mortgage Loan solely because
the related mortgagor had not made three consecutive timely Monthly Payments
and which subsequently becomes a Corrected Mortgage Loan as a result of the
related mortgagor making such three consecutive timely monthly payments (and
the successor to the Special Servicer will not be entitled to any portion of
such Workout Fees), in each case until the Workout Fee for any such loan ceases
to be payable in accordance with the preceding sentence.

     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 or unscheduled or partial payments in lieu thereof with respect thereto
from the related borrower and, except as otherwise described below, with
respect to any Specially Serviced Mortgage Loan or REO Property as to which the
Special Servicer receives any Liquidation Proceeds, Insurance Proceeds or
Condemnation Proceeds. 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 Liquidation Fee Rate to the related payment or proceeds (other
than any portion thereof that represents accrued but unpaid Excess Interest or
Default Interest). Notwithstanding anything to the contrary in this prospectus
supplement, no Liquidation Fee will be payable based on, or out of, Liquidation
Proceeds received in connection with (i) the repurchase of any Mortgage Loan by
the Mortgage Loan Seller, for a breach of representation or warranty or for
defective or deficient Mortgage Loan documentation so long as such repurchase
occurs within the time frame set forth in the Pooling and Servicing Agreement,
(ii) the purchase of any Specially Serviced Mortgage Loan by the Master
Servicer, the Special Servicer, any holder or holders of Certificates
evidencing a majority interest in the Controlling Class or an assignee pursuant
to the fair value option which purchase occurs not later than 90 days following
the Special Servicer's determination of fair value, as discussed below in
"--Defaulted Mortgage Loans; Purchase Option", (iii) the purchase of any
Mortgage Loan or Whole Loan pursuant to the exercise of the purchase option
granted to the Pacific Arts Plaza Purchase Option Holder or the WB Controlling
Holder or any purchase option granted to a mezzanine lender pursuant to any
related mezzanine loan intercreditor agreement (provided any such purchase
occurs within 60 days of such optionholder's option first becoming exercisable)
or (iv) the purchase of all of the Mortgage Loans and REO Properties by the
Master Servicer, the Special Servicer or any holder or holders of Certificates
evidencing a majority interest in the Controlling Class in connection with the
termination of the Trust. The Special Servicer will be authorized to invest or
direct the investment of funds held in any accounts maintained by it that
constitute part of the Certificate Account, in Permitted Investments, and the
Special Servicer will be entitled to retain any interest or other income earned
on such funds, but will be required to cover any losses from its own funds
without any right to reimbursement.

     The Master Servicer and the Special Servicer will each be responsible for
the fees of any Sub-Servicers retained by it (without right of reimbursement
therefor). As additional servicing compensation, the Master Servicer and the
Special Servicer, as set forth in the Pooling and Servicing Agreement,
generally will be entitled to retain all assumption and modification fees,
charges for beneficiary statements or demands and any similar fees, in each
case to the extent actually paid by the borrowers with respect to such Mortgage
Loans (and, accordingly, such amounts will not be available for distribution to
Certificateholders). In addition, the Master Servicer as to Non-Specially
Serviced Mortgage Loans and the Special Servicer as to Specially Serviced
Mortgage Loans will also be entitled to retain Default Interest as additional
servicing compensation only after application of Default Charges: (1) to pay
the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as
applicable, any unpaid interest on advances made by that party with respect to
any REO Loan or Mortgage Loan in the Mortgage Pool, (2) to reimburse the Trust
Fund for any interest on advances that were made with respect to any Mortgage
Loan, since the Delivery Date during the 12-month period preceding receipt of
such Default Charges, which interest was paid to the Master Servicer, the
Special Servicer or the Trustee, as applicable, from a source of funds other
than Default Charges collected on the Mortgage Pool, (3) to reimburse the
Special Servicer for Servicing Advances made for the cost of inspection on a
Specially Serviced Mortgage Loan and (4) to pay, or to reimburse the Trust Fund
for, any other Additional Trust Fund Expenses incurred with respect to any
Mortgage Loan during the 12-month period preceding receipt of such Default
Charges, which expense if paid


                                     S-111


from a source of funds other than Default Charges collected on the Mortgage
Pool, is or will be an Additional Trust Fund Expense. Any Default Charges
remaining after the application described in the immediately preceding clauses
(1) through (4) will be allocated as Additional Servicing Compensation between
the Master Servicer and the Special Servicer as set forth in the Pooling and
Servicing Agreement. The Master Servicer (except to the extent the
Sub-Servicers are entitled thereto pursuant to the applicable Sub-Servicing
Agreement) (or, with respect to accounts held by the Special Servicer, the
Special Servicer) will be entitled to receive all amounts collected for checks
returned for insufficient funds with respect to the Mortgage Loans as
additional servicing compensation. In addition, collections on a Mortgage Loan
are to be applied to interest (at the related Mortgage Rate) and principal then
due and owing prior to being applied to Default Charges. The Master Servicer
(or if applicable a Sub-Servicer) may grant a one time waiver of Default
Charges in connection with a late payment by a borrower provided that for any
waiver thereafter with respect to any loan that is 30 days or more past due and
with respect to which Advances, Advance Interest or Additional Trust Fund
Expenses (including any Additional Trust Fund Expense previously reimbursed or
paid by the Trust Fund, but not so reimbursed by the related mortgagor or other
party from Insurance Proceeds, Condemnation Proceeds or otherwise) that have
been incurred and are outstanding, the Master Servicer must seek the consent of
the Directing Certificateholder. Some or all of the items referred to in the
prior paragraphs that are collected in respect of the Pacific Arts Plaza Pari
Passu Note A-2, as applicable, 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.

     The Master Servicer and the Special Servicer will, in general, each be
required to pay its expenses incurred by it in connection with its servicing
activities under the Pooling and Servicing Agreement, and neither will be
entitled to reimbursement therefor except as expressly provided in the Pooling
and Servicing Agreement. In general, Servicing Advances will be reimbursable
from Related Proceeds. Notwithstanding the foregoing, the Master Servicer and
the Special Servicer will each be permitted to pay, or to direct the payment
of, certain servicing expenses directly out of the Certificate Account and at
times without regard to the relationship between the expense and the funds from
which it is being paid (including in connection with the remediation of any
adverse environmental circumstance or condition at a Mortgaged Property or an
REO Property, although in such specific circumstances the Master Servicer may
advance the costs thereof). The Special Servicer will be required to direct the
Master Servicer to make Servicing Advances (which include Emergency Advances));
provided that the Special Servicer may, at its option, make such Servicing
Advance itself (including Emergency Advances). The Special Servicer may no more
than once per calendar month require the Master Servicer to reimburse it for
any Servicing Advance (including an Emergency Advance) made by the Special
Servicer (after reimbursement, such Servicing Advance will be deemed to have
been made by the Master Servicer) to the extent such Servicing Advance is not a
Nonrecoverable Advance. The Special Servicer will be relieved of any
obligations with respect to a Servicing Advance that it timely requests the
Master Servicer to make (regardless of whether or not the Master Servicer makes
that Advance).

     If the Master Servicer or the Special Servicer is required under the
Pooling and Servicing Agreement to make a Servicing Advance, but neither does
so within ten days after such Advance is required to be made, then the Trustee
will, if it has actual knowledge of such failure, be required to give the
Master Servicer or Special Servicer, as the case may be, notice of such failure
and, if such failure continues for three more business days, the Trustee will
be required to make such Servicing Advance. If the Trustee fails to make such
Servicing Advance, then the Fiscal Agent will make such Servicing Advance.

     The Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent will be obligated to make Servicing Advances only to the extent that such
Servicing Advances are, in the reasonable judgment of the Master Servicer, the
Special Servicer, the Trustee or the Fiscal Agent, as the case may be,
ultimately recoverable from Related Proceeds (any Servicing Advance not so
recoverable, is a Nonrecoverable Servicing Advance). The Trustee and the Fiscal
Agent will be permitted to rely on any nonrecoverability determination made by
the Master Servicer. In addition, the Special Servicer


                                     S-112


may, at its option, make a determination in accordance with the Servicing
Standard, that a Servicing Advance previously made or proposed to be made is
nonrecoverable. Any such determination of which the Master Servicer, the
Trustee or the Fiscal Agent have notice will be binding and conclusive with
respect to such party.

     The foregoing paragraph notwithstanding, the Master Servicer, the Trustee
and the Fiscal Agent may, including at the direction of the Special Servicer,
if a Specially Serviced Mortgage Loan or an REO Property is involved, pay
directly out of the Certificate Account (or, if a Serviced Whole Loan is
involved, out of the related Custodial Account) any servicing expense that, if
paid by the Master Servicer or the Special Servicer, would constitute a
Nonrecoverable Servicing Advance; provided that the Master Servicer (or the
Special Servicer if a Specially Serviced Mortgage Loan or an REO Property is
involved) has determined in accordance with the Servicing Standard that making
such payment is in the best interests of the Certificateholders and, if a
Serviced Whole Loan is involved, the Pacific Arts Plaza Pari Passu Noteholder
(if applicable) and the holders of the related subordinate component (if
applicable) (as a collective whole), as evidenced by an officer's certificate
delivered promptly to the Trustee, the Depositor and the Rating Agencies,
setting forth the basis for such determination and accompanied by any
supporting information the Master Servicer or the Special Servicer may have
obtained.

     As and to the extent described herein, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent are each entitled to receive
interest at the Reimbursement Rate (compounded monthly) on Servicing Advances
made thereby. See "The Pooling and Servicing Agreements-- Certificate Account"
and "--Servicing Compensation and Payment of Expenses" in the accompanying
prospectus and "Description of the Certificates--P&I Advances" in this
prospectus supplement.


EVIDENCE AS TO COMPLIANCE

     On or before March 20th of each year, beginning March 20, 2006 (or, as to
any such year, such earlier date as is contemplated by the Pooling and
Servicing Agreement), each of the Master Servicer and the Special Servicer, at
its expense, will cause a firm of independent public accountants (which may
also render other Services to the Master Servicer or the Special Servicer, as
the case may be) and that is a member of the American Institute of Certified
Public Accountants, to furnish a statement to the Depositor and the Trustee to
the effect that (i) it has obtained a letter of representation regarding
certain matters from the management of the Master Servicer and the Special
Servicer, as the case may be, which includes an assertion that the Master
Servicer and the Special Servicer, as the case may be, has complied with
certain minimum mortgage loan servicing standards (to the extent applicable to
commercial and multifamily mortgage loans) identified in the Uniform Single
Association Program for Mortgage Bankers established by the Mortgage Bankers
Association of America, with respect to the servicing of commercial and
multifamily mortgage loans during the most recently completed calendar year and
(ii) on the basis of an examination conducted by such firm in accordance with
standards established by the American Institute of Certified Public
Accountants, such representation is fairly stated in all material respects,
subject to such exceptions and other qualifications that may be appropriate. In
rendering its report such firm may rely, as to matters relating to the direct
servicing of commercial and multifamily mortgage loans by Sub-Servicers, upon
comparable reports of firms of independent certified public accountants
rendered on the basis of examinations conducted in accordance with the same
standards (rendered within one year of such report) with respect to those
sub-servicers.

     The Pooling and Servicing Agreement also requires that, on or before a
specified date in each year, commencing in 2006, each of the Master Servicer
and the Special Servicer deliver to the Trustee a statement signed by one or
more officers thereof to the effect that the Master Servicer or Special
Servicer, as the case may be, has fulfilled its material obligations under the
Pooling and Servicing Agreement in all material respects throughout the
preceding calendar year or the portion thereof during which the Certificates
were outstanding.


                                     S-113


MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS

     The Master Servicer (as to Non-Specially Serviced Mortgage Loans) and the
Special Servicer (as to Specially Serviced Mortgage Loans subject to the
requirements regarding the resolution of Defaulted Mortgage Loans described
below under "--Defaulted Mortgage Loans; Purchase Option" in this prospectus
supplement) each may, consistent with the Servicing Standard, agree to any
modification, waiver or amendment of any term of, forgive or defer the payment
of interest on and principal of, permit the release, addition or substitution
of collateral securing, and/or permit the release of the borrower on or any
guarantor of any Mortgage Loan it is required to service and administer,
without the consent of the Trustee, subject, however, to the rights of consent
provided to the Directing Certificateholder, the PA Pari Passu Note A-1
Controlling Holder, the WB Controlling Holder or any mezzanine lender, as
applicable, and to each of the following limitations, conditions and
restrictions:

       (i) with limited exception (including as described below with respect to
   Excess Interest) the Master Servicer will not agree to any modification,
   waiver or amendment of any term of, or take any of the other above
   referenced acts with respect to, any Mortgage Loan, that would affect the
   amount or timing of any related payment of principal, interest or other
   amount payable under such Mortgage Loan or Serviced Whole Loan or affect
   the security for such Mortgage Loan or Serviced Whole Loan unless the
   Master Servicer has obtained the consent of the Special Servicer (it being
   understood and agreed that (A) the Master Servicer will promptly provide
   the Special Servicer with notice of any borrower request for such
   modification, waiver or amendment, the Master Servicer's recommendations
   and analysis, and with all information reasonably available to the Master
   Servicer that the Special Servicer may reasonably request in order to
   withhold or grant any such consent, each of which will be provided
   reasonably promptly in accordance with the Servicing Standard, (B) the
   Special Servicer will decide whether to withhold or grant such consent in
   accordance with the Servicing Standard and (C) if any such consent has not
   been expressly responded to within ten business days of the Special
   Servicer's receipt from the Master Servicer of the Master Servicer's
   recommendations and analysis and all information reasonably requested
   thereby as such time frame may be extended if the Special Servicer is
   required to seek the consent of the Directing Certificateholder, the PA
   Pari Passu Note A-1 Controlling Holder, the WB Controlling Holder, any
   mezzanine lender or the Rating Agencies, as the case may be in order to
   make an informed decision (or, if the Special Servicer did not request any
   information, within ten business days from such notice), such consent will
   be deemed to have been granted);

       (ii) with limited exception the Special Servicer may not agree to (or in
   the case of a Non-Specially Serviced Mortgage Loan, consent to the Master
   Servicer's agreeing to) any modification, waiver or amendment of any term
   of, or take (or in the case of a Non-Specially Serviced Mortgage Loan,
   consent to the Master Servicer's taking) any of the other above referenced
   actions with respect to, any Mortgage Loan or Serviced Whole Loan it is
   required to service and administer that would affect the amount or timing
   of any related payment of principal, interest or other amount payable
   thereunder or, in the reasonable judgment of the Special Servicer would
   materially impair the security for such Mortgage Loan or Serviced Whole
   Loan unless a material default on such Mortgage Loan or Serviced Whole Loan
   has occurred or, in the reasonable judgment of the Special Servicer, a
   default in respect of payment on such Mortgage Loan is reasonably
   foreseeable, and such modification, waiver, amendment or other action is
   reasonably likely to produce a greater recovery to Certificateholders
   (collectively), and, if the Pacific Arts Plaza Whole Loan is involved, the
   Pacific Arts Plaza Pari Passu Noteholder, on a net present value basis than
   would liquidation as certified to the Trustee in an officer's certificate;

       (iii) the Special Servicer will not extend (or in the case of a
   Non-Specially Serviced Mortgage Loan consent to the Master Servicer's
   extending) the date on which any Balloon Payment is scheduled to be due on
   any Mortgage Loan or Serviced Whole Loan beyond the earliest of (A) two
   years prior to the Rated Final Distribution Date or, with respect to the PA
   Pari Passu Note A-1 Component Mortgage Loan, the related date set forth in
   the Pooling and


                                     S-114


   Servicing Agreement, and (B) if such Mortgage Loan or Serviced Whole Loan
   is secured by a Mortgage solely or primarily on the related mortgagor's
   leasehold interest in the related Mortgaged Property, 20 years prior to the
   end of the then current term of the related ground lease (plus any
   unilateral options to extend);

       (iv) neither the Master Servicer nor the Special Servicer will make or
   permit any modification, waiver or amendment of any term of, or take any of
   the other above referenced actions with respect to, any Mortgage Loan or
   Serviced Whole Loan that would result in an adverse REMIC event with
   respect to the Component Mortgage Loan REMIC, REMIC I or REMIC II;

       (v) subject to applicable law, the related Mortgage Loan documents and
   the Servicing Standard, neither the Master Servicer nor the Special
   Servicer will permit any modification, waiver or amendment of any term of
   any Mortgage Loan or Serviced Whole Loan unless all related fees and
   expenses are paid by the related borrower;

       (vi) except for substitutions contemplated by the terms of the Mortgage
   Loans or Serviced Whole Loan, the Special Servicer will not permit (or, in
   the case of a Non-Specially Serviced Mortgage Loan, consent to the Master
   Servicer's permitting) any borrower to add or substitute real estate
   collateral for its Mortgage Loan or Serviced Whole Loan unless the Special
   Servicer will have first determined in its reasonable judgment, based upon
   a Phase I environmental assessment (and any additional environmental
   testing as the Special Servicer deems necessary and appropriate), that such
   additional or substitute collateral is in compliance with applicable
   environmental laws and regulations and that there are no circumstances or
   conditions present with respect to such new collateral relating to the use,
   management or disposal of any hazardous materials for which investigation,
   testing, monitoring, containment, clean-up or remediation would be required
   under any then applicable environmental laws and/or regulations; and

       (vii) with limited exceptions, including a permitted defeasance as
   described above under "Description of the Mortgage Pool--Certain Terms and
   Conditions of the Mortgage Loans--
   Defeasance" in this prospectus supplement and specific releases
   contemplated by the terms of the Mortgage Loans in effect on the Delivery
   Date, the Special Servicer will not release (or, in the case of a
   Non-Specially Serviced Mortgage Loan, consent to the Master Servicer's
   releasing), including in connection with a substitution contemplated by
   clause (vi) above, any collateral securing an outstanding Mortgage Loan or
   Serviced Whole Loan; except where a Mortgage Loan (or, in the case of a
   group of Cross-Collateralized Mortgage Loans, where such entire group of
   Cross-Collateralized Mortgage Loans) is satisfied, or except in the case of
   a release where (A) either (1) the use of the collateral to be released
   will not, in the reasonable judgment of the Special Servicer, materially
   and adversely affect the net operating income being generated by or the use
   of the related Mortgaged Property, or (2) there is a corresponding
   principal pay down of such Mortgage Loan or Serviced Whole Loan in an
   amount at least equal to the appraised value of the collateral to be
   released (or substitute collateral with an appraised value at least equal
   to that of the collateral to be released, is delivered), (B) the remaining
   Mortgaged Property (together with any substitute collateral) is, in the
   Special Servicer's reasonable judgment, adequate security for the remaining
   Mortgage Loan or Serviced Whole Loan and (C) such release would not, in and
   of itself, result in an adverse rating event with respect to any Class of
   Certificates (as confirmed in writing to the Trustee by each Rating
   Agency);

provided that the limitations, conditions and restrictions set forth in clauses
(i) through (vii) above will not apply to any act or event (including, without
limitation, a release, substitution or addition of collateral) in respect of
any Mortgage Loan or Serviced Whole Loan that either occurs automatically, or
results from the exercise of a unilateral option by the related mortgagor
within the meaning of Treasury Regulations Section 1.1001-3(c)(2)(iii), in any
event under the terms of such Mortgage Loan or Serviced Whole Loan in effect on
the Delivery Date (or, in the case of a replacement Mortgage Loan, on the
related date of substitution); and provided, further, that, notwithstanding
clauses (i) through (vii) above, neither the Master Servicer nor the Special
Servicer shall be required to oppose the confirmation of a plan in any
bankruptcy or similar proceeding


                                     S-115


involving a mortgagor if, in its reasonable judgment, such opposition would not
ultimately prevent the confirmation of such plan or one substantially similar;
and provided, further, that, notwithstanding clause (vii) above, neither the
Master Servicer nor the Special Servicer will be required to obtain any
confirmation of the Certificate ratings from the Rating Agencies in order to
grant easements that do not materially affect the use or value of a Mortgaged
Property or the mortgagor's ability to make any payments with respect to the
related Mortgage Loan or Serviced Whole Loan.

     With respect to the ARD Loan, the Master Servicer will be permitted to
waive all or any accrued Excess Interest if, prior to the related Maturity
Date, the related borrower has requested the right to prepay such Mortgage Loan
in full together with all other payments required by such Mortgage Loan in
connection with such prepayment except for all or a portion of accrued Excess
Interest; provided that the Master Servicer's determination to waive the right
to such accrued Excess Interest is reasonably likely to produce a greater
payment to Certificateholders on a present value basis than a refusal to waive
the right to such Excess Interest. Any such waiver will not be effective until
such prepayment is tendered. The Master Servicer will have no liability to the
Trust, the Certificateholders or any other person so long as such determination
is based on such criteria. Notwithstanding the foregoing, pursuant to the
Pooling and Servicing Agreement, the Master Servicer will be required to seek
the consent of the Directing Certificateholder prior to waiving any Excess
Interest. The Directing Certificateholder's consent to a waiver request will be
deemed granted if the Directing Certificateholder fails to respond to such
request within ten business days of its receipt of such request. Except as
permitted by clauses (i) through (vi) of the preceding paragraph, the Special
Servicer will have no right to waive the payment or Excess Interest.

     Any modification, extension, waiver or amendment of the payment terms of a
Serviced Whole Loan will be required to be structured so as to be consistent
with the allocation and payment priorities in the Pooling and Servicing
Agreement, related loan documents and the related Intercreditor Agreement (if
applicable), such that neither the Trust as holder of the Pacific Arts Plaza
Whole Loan, nor the holder of the Pacific Arts Plaza Pari Passu Note A-2 gains
a priority over the other such holder that is not reflected in the related loan
documents and the related Intercreditor Agreement.

     Further, to the extent consistent with the Servicing Standard, taking into
account the pari passu position of the Pacific Arts Plaza Pari Passu Note A-2
Loan:

       (i) no waiver, reduction or deferral of any amounts due on the PA Note
    A-1 Senior Portion will be permitted to be effected prior to the waiver,
    reduction or deferral of the entire corresponding item in respect of the
    Pacific Arts Plaza Pari Passu Note A-2, and

       (ii) no reduction of the mortgage interest rate of the PA Note A-1
     Senior Portion will be permitted to be effected prior to the reduction of
     the mortgage interest rate of the Pacific Arts Plaza Pari Passu Note A-2
     to the maximum extent possible.

     The Master Servicer will not be required to seek the consent of any
Certificateholder or the Special Servicer in order to approve certain minor or
routine modifications, waivers or amendments of the Mortgage Loans or Serviced
Whole Loans, including waivers of minor covenant defaults, releases of
non-material parcels of a Mortgaged Property, grants of easements that do not
materially affect the use or value of a Mortgaged Property or a borrower's
ability to make any payments with respect to the related Mortgage Loan or
Serviced Whole Loan and other routine approvals including the granting of
subordination, non-disturbance and attornment agreements and leasing consents,
typically performed by a master servicer on a routine basis (as more
particularly set forth in the Pooling and Servicing Agreement); provided that
any such modification, waiver or amendment may not affect a payment term of the
Certificates, constitute a "significant modification" of such Mortgage Loan
pursuant to Treasury Regulations Section 1.860G-2(b) or otherwise have an
adverse REMIC effect, be inconsistent with the Servicing Standard, or violate
the terms, provisions or limitations of the Pooling and Servicing Agreement or
related Intercreditor Agreement.


                                     S-116


DEFAULTED MORTGAGE LOANS; PURCHASE OPTION

     Within 30 days after a Mortgage Loan becomes a Defaulted Mortgage Loan,
the Special Servicer will be required to determine the fair value of the
Mortgage Loan in accordance with the Servicing Standard. The Special Servicer
will be permitted to change, from time to time thereafter, its determination of
the fair value of a Defaulted Mortgage Loan based upon changed circumstances,
or new information, in accordance with the Servicing Standard.

     In the event a Mortgage Loan becomes a Defaulted Mortgage Loan, any
majority Certificateholder of the Controlling Class or the Special Servicer
will each have an assignable Purchase Option (such option will only be
assignable after such option arises) to purchase the Defaulted Mortgage Loan,
subject to the purchase rights of any mezzanine lender and the purchase option
of the PA Pari Passu Note A-1 Controlling Holder (in the case of the PA Pari
Passu Note A-1 Component Mortgage Loan), the WB Controlling Holder (in the case
of the WB Component Mortgage Loan) and the Pacific Arts Plaza Purchase Option
Holder (in the case of the Pacific Arts Plaza Whole Loan) from the Trust Fund
at the Option Price. The Special Servicer will, from time to time, but not less
often than every 90 days, adjust its fair value determination based upon
changed circumstances, new information, and other relevant factors, in each
instance in accordance with the Servicing Standard. The majority
Certificateholder of the Controlling Class may have an exclusive right to
exercise the Purchase Option for a specified period of time.

     Unless and until the Purchase Option with respect to a Defaulted Mortgage
Loan is exercised, the Special Servicer will be required to pursue such other
resolution strategies available under the Pooling and Servicing Agreement,
consistent with the Servicing Standard, but the Special Servicer will not be
permitted to sell the Defaulted Mortgage Loan other than pursuant to the
exercise of the Purchase Option.

     If not exercised sooner, the Purchase Option with respect to any Defaulted
Mortgage Loan will automatically terminate upon (i) the related mortgagor's
cure of all related defaults on the Defaulted Mortgage Loan, (ii) the
acquisition on behalf of the Trust Fund of title to the related Mortgaged
Property by foreclosure or deed in lieu of foreclosure, (iii) the modification
or pay-off (full or discounted) of the Defaulted Mortgage Loan in connection
with a workout, or (iv) the exercise by the Pacific Arts Plaza Purchase Option
Holder (if the Defaulted Mortgage Loan is the PA Pari Passu Note A-1 Component
Mortgage Loan) to purchase the Pacific Arts Plaza Whole Loan. In addition, the
Purchase Option with respect to a Defaulted Mortgage Loan held by any person
will terminate upon the exercise of the Purchase Option by any other holder of
a Purchase Option.

     If (a) a Purchase Option is exercised with respect to a Defaulted Mortgage
Loan and the person expected to acquire the Defaulted Mortgage Loan pursuant to
such exercise is the majority Certificateholder of the Controlling Class, the
Special Servicer, or any affiliate of any of them (in other words, the Purchase
Option has not been assigned to another unaffiliated person) and (b) the Option
Price is based on the Special Servicer's determination of the fair value of the
Defaulted Mortgage Loan, then the determination of whether the Option Price
represents a fair value of the Defaulted Mortgage Loan will be made in the
manner set forth in the Pooling and Servicing Agreement.

     If title to any Mortgaged Property is acquired by the Trustee on behalf of
the Certificateholders pursuant to foreclosure proceedings instituted by the
Special Servicer or otherwise, the Special Servicer, after notice to the
Directing Certificateholder, will use its reasonable efforts to sell any REO
Property as soon as practicable in accordance with the Servicing Standard but
prior to the end of the third calendar year following the year of acquisition,
unless (i) the Internal Revenue Service grants an REO Extension or (ii) it
obtains an opinion of counsel generally to the effect that the holding of the
property for more than three years after the end of the calendar year in which
it was acquired will not result in the imposition of a tax on the Trust Fund or
cause any REMIC created pursuant to the Pooling and Servicing Agreement to fail
to qualify as a REMIC under the Code. If the Special Servicer on behalf of the
Trustee has not received an extension of time to sell such REO Property from
the Internal Revenue Service or such Opinion of Counsel and the Special
Servicer is not able to sell such REO Property within the period specified
above, or if such an extension of time to sell such REO Property from the
Internal Revenue Service has been granted and the Special Servicer is


                                     S-117


unable to sell such REO Property within the extended time period, the Special
Servicer will auction the property pursuant to the auction procedure set forth
below.

     The Special Servicer will give the Directing Certificateholder, the Master
Servicer, the Trustee and the Fiscal Agent not less than five days' prior
written notice of its intention to sell any such REO Property, and will sell
the REO Property to the highest offeror (which may be the Special Servicer) in
accordance with the Servicing Standard; provided, however, that the Master
Servicer, Special Servicer, holder (or holders) of Certificates evidencing a
majority interest in the Controlling Class, any independent contractor engaged
by the Master Servicer or the Special Servicer pursuant to the Pooling and
Servicing Agreement (or any officer or affiliate thereof) will not be permitted
to purchase the REO Property at a price less than the outstanding principal
balance of such Mortgage Loan as of the date of purchase, plus all accrued but
unpaid interest and related fees and expenses, except in limited circumstances
set forth in the Pooling and Servicing Agreement; and provided, further that if
the Special Servicer intends to make an offer on any REO Property, (i) the
Special Servicer will notify the Trustee of such intent, (ii) the Trustee or an
agent on its behalf will promptly obtain, at the expense of the Trust an
appraisal of such REO Property and (iii) the Special Servicer will not offer
less than (x) the fair market value set forth in such appraisal or (y) the
outstanding principal balance of such Mortgage Loan, plus all accrued but
unpaid interest and related fees and expenses and unreimbursed Advances and
interest on Advances.

     Subject to the REMIC provisions, the Special Servicer will act on behalf
of the Trust in negotiating and taking any other action necessary or
appropriate in connection with the sale of any REO Property or the exercise of
the Purchase Option, including the collection of all amounts payable in
connection therewith. Notwithstanding anything to the contrary herein, neither
the Trustee, in its individual capacity, nor any of its Affiliates may bid for
any REO Property or purchase any Defaulted Mortgage Loan. Any sale of a
Defaulted Mortgage Loan (pursuant to the Purchase Option) or REO Property will
be without recourse to, or representation or warranty by, the Trustee, the
Fiscal Agent, the Depositor, any Mortgage Loan Seller, the Special Servicer,
the Master Servicer or the Trust other than customary representations and
warranties of title, condition and authority (if liability for breach thereof
is limited to recourse against the Trust). Notwithstanding the foregoing,
nothing in the Pooling and Servicing Agreement will limit the liability of each
of the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent
to the Trust and the Certificateholders for failure to perform its duties in
accordance with the Pooling and Servicing Agreement. None of the Special
Servicer, the Master Servicer, the Depositor, the Trustee or the Fiscal Agent
will have any liability to the Trust or any Certificateholder with respect to
the price at which a Defaulted Mortgage Loan is sold if the sale is consummated
in accordance with the terms of the Pooling and Servicing Agreement.

REO PROPERTIES

     In general, the Special Servicer will be obligated to cause any Mortgaged
Property acquired as REO Property to be operated and managed in a manner that
would, to the extent commercially feasible, maximize the Trust's net after-tax
proceeds from such property. The Special Servicer could determine that it would
not be commercially feasible to manage and operate such property in a manner
that would avoid the imposition of a tax on "net income from foreclosure
property". Generally, net income from foreclosure property means income which
does not qualify as "rents from real property" within the meaning of Code
Section 856(c)(3)(A) and Treasury regulations thereunder or as income from the
sale of such REO Property. "Rents from real property" do not include the
portion of any rental based on the net income or gain of any tenant or
sub-tenant. No determination has been made whether rent on any of the Mortgaged
Properties meets this requirement. "Rents from real property" include charges
for services customarily furnished or rendered in connection with the rental of
real property, whether or not the charges are separately stated. Services
furnished to the tenants of a particular building will be considered as
customary if, in the geographic market in which the building is located,
tenants in buildings which are of similar class are customarily provided with
the service. No determination has been made whether the services furnished to
the tenants of the Mortgaged Properties are "customary" within the meaning of
applicable regulations. It is therefore possible that a portion of the rental
income with respect to a


                                     S-118


Mortgaged Property owned by the Trust Fund, would not constitute "rents from
real property," or that all of such income would fail to so qualify if a
separate charge is not stated for such non-customary services or such services
are not performed by an independent contractor. In addition to the foregoing,
any net income from a trade or business operated or managed by an independent
contractor on a Mortgaged Property owned by the Component Mortgage Loan REMIC
or REMIC I, such as a hotel or self storage facility, will not constitute
"rents from real property." Any of the foregoing types of income instead
constitute "net income from foreclosure property," which would be taxable to
such REMIC at the highest marginal federal corporate rate (currently 35%) and
may also be subject to state or local taxes. Any such taxes would be chargeable
against the related income for purposes of determining the Net REO Proceeds
available for distribution to holders of Certificates. See "Certain Federal
Income Tax Consequences--REMICs--Prohibited Transactions Tax and Other Taxes"
in the accompanying prospectus.


INSPECTIONS; COLLECTION OF OPERATING INFORMATION

     Commencing in 2006, the Master Servicer (or an entity employed by the
Master Servicer) is required to perform (or cause to be performed) physical
inspections of each Mortgaged Property (other than REO Properties and Mortgaged
Properties securing Specially Serviced Mortgage Loans) at least once every two
years (or, if the related Mortgage Loan has a then-current balance greater than
$2,000,000, at least once every year). In addition, the Special Servicer (or an
entity employed by the Special Servicer), subject to statutory limitations or
limitations set forth in the related loan documents, is required to perform a
physical inspection of each Mortgaged Property as soon as practicable after
servicing of the related Mortgage Loan or Serviced Whole Loan is transferred
thereto and will be required to perform a yearly physical inspection of each
such Mortgaged Property so long as the related Mortgage Loan or Serviced Whole
Loan is a Specially Serviced Mortgage Loan. The Special Servicer will be
entitled to receive reimbursement for such expense as a Servicing Advance
payable, first from Default Charges from the related Mortgage Loan or Serviced
Whole Loan and then from general collections. The Special Servicer and the
Master Servicer will each be required to prepare (or cause to be prepared) as
soon as reasonably possible a written report of each such inspection performed
thereby describing the condition of the Mortgaged Property.

     With respect to each Mortgage Loan or Serviced Whole Loan that requires
the borrower to deliver quarterly, annual or other periodic operating
statements with respect to the related Mortgaged Property, the Master Servicer
or the Special Servicer, depending on which is obligated to service such
Mortgage Loan, is also required to make reasonable efforts to collect and
review such statements. However, there can be no assurance that any operating
statements required to be delivered will in fact be so delivered, nor is the
Master Servicer or the Special Servicer likely to have any practical means of
compelling such delivery in the case of an otherwise performing Mortgage Loan.


TERMINATION OF THE SPECIAL SERVICER

     The holder or holders of Certificates evidencing a majority interest in
the Controlling Class (other than with respect to the PA Pari Passu Note A-1
Component Mortgage Loan or the WB Component Mortgage Loan), the PA Pari Passu
Note A-1 Controlling Holder (with respect to the PA Pari Passu Note A-1
Component Mortgage Loan) or the WB Controlling Holder (with respect to the WB
Component Mortgage Loan), may at any time replace any Special Servicer. See
also "Description of the Mortgage Pool--PA Pari Passu Note A-1 Component
Mortgage Loan--Servicing" and "--WB Component Mortgage Loan--Servicing" in this
prospectus supplement. Such holder(s) will designate a replacement to so serve
by the delivery to the Trustee of a written notice stating such designation.
The Trustee will, promptly after receiving any such notice, so notify the
Rating Agencies and each rating agency providing ratings to a securitization
trust that includes the Pacific Arts Plaza Pari Passu Note A-2, if applicable.
The designated replacement will become the Special Servicer as of the date the
Trustee shall have received: (i) written confirmation from each Rating Agency
stating that if the designated replacement were to serve as Special Servicer
under the Pooling and Servicing Agreement, the then-current rating or ratings
of one or more Classes of the Certificates would not be qualified, downgraded
or withdrawn as a result thereof; (ii)


                                     S-119


written confirmation from each rating agency providing ratings to a
securitization trust that includes the Pacific Arts Plaza Pari Passu Note A-2,
if applicable, stating that if the designated replacement were to serve as
Special Servicer under the related pooling and servicing agreement, the
then-current rating or ratings of one or more classes of the certificates in
such securitization would not be qualified, downgraded or withdrawn as a result
thereof; (iii) a written acceptance of all obligations of the Special Servicer,
executed by the designated replacement; (iv) an opinion of counsel to the
effect that the designation of such replacement to serve as Special Servicer is
in compliance with the Pooling and Servicing Agreement, that the designated
replacement will be bound by the terms of the Pooling and Servicing Agreement
and that the Pooling and Servicing Agreement will be enforceable against such
designated replacement in accordance with its terms; and (v) an opinion of
counsel to the effect that, with respect to each pooling and servicing
agreement related to a securitization trust that includes the Pacific Arts
Plaza Pari Passu Note A-2, if applicable, the designated replacement Special
Servicer will be bound by the terms of each such pooling and servicing
agreement and that each such Pooling and Servicing Agreement will be
enforceable against such designated replacement in accordance with its terms.
The existing Special Servicer will be deemed to have resigned simultaneously
with such designated replacement's becoming the Special Servicer under the
Pooling and Servicing Agreement.


                                     S-120


                        DESCRIPTION OF THE CERTIFICATES


GENERAL

     The Depositor will issue its Commercial Mortgage Pass-Through
Certificates, Series 2005-3, on the Delivery Date pursuant to the Pooling and
Servicing Agreement.

     The Offered Certificates, together with the Private Certificates, will
represent in the aggregate the entire beneficial interest in a trust (the
"Trust"), the assets of which (such assets collectively, the "Trust Fund")
include: (i) the Mortgage Loans (including the PA Pari Passu Note A-1
Subordinate Component and the WB Subordinate Component) and all payments
thereunder and proceeds thereof due or received after the Cut-off Date
(exclusive of payments of principal, interest and other amounts due thereon on
or before the Cut-off Date); (ii) any REO Properties; and (iii) such funds or
assets as from time to time are deposited in the Certificate Account, the
Interest Reserve Account and the Excess Interest Distribution Account (see "The
Pooling and Servicing Agreements--
Certificate Account" in the accompanying prospectus).

     The Certificates will consist of 30 Classes to be designated as: (i) the
Class A-1 Certificates, the Class A-2 Certificates, the Class A-3A
Certificates, the Class A-3B Certificates, the Class A-SB Certificates and the
Class A-4 Certificates (collectively, the "Class A Certificates" and together
with the Class X Certificates, the "Senior Certificates"); (ii) the Class A-M
Certificates, the Class A-J Certificates, the Class B Certificates, the Class C
Certificates, the Class D Certificates, the Class E Certificates, the Class F
Certificates, the Class G Certificates, the Class H Certificates, the Class J
Certificates, the Class K Certificates, the Class L Certificates, the Class M
Certificates, the Class N Certificates, the Class O Certificates, the Class P
Certificates and the Class Q Certificates (collectively with the Class A
Certificates, the "Sequential Pay Certificates"); (iii) the Class XC
Certificates and the Class XP Certificates (together, the "Class X
Certificates") (collectively, with the Sequential Pay Certificates, the "REMIC
II Certificates"); (iv) the Class PA Certificates; (v) the Class WB
Certificates; (vi) the Class V Certificates; and (vii) the Class R-I
Certificates and the Class R-II Certificates (the Class R-I and Class R-II
Certificates collectively, the "REMIC Residual Certificates"). Only the Class
A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB, Class A-4, Class A-M, Class
A-J, Class XP, Class B, Class C, Class D and Class E Certificates
(collectively, the "Offered Certificates") are offered hereby. Each Class of
Certificates is sometimes referred to in this prospectus supplement as a
"Class".

     The Class XC, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class P, Class Q, Class PA, Class WB, Class V and the
REMIC Residual Certificates (collectively, the "Private Certificates") have not
been registered under the Securities Act and are not offered hereby.
Accordingly, to the extent this prospectus supplement contains information
regarding the terms of the Private Certificates, such information is provided
because of its potential relevance to a prospective purchaser of an Offered
Certificate.


REGISTRATION AND DENOMINATIONS

     The Offered Certificates will be issued in book-entry format in
denominations of: (i) in the case of the Class A-1, Class A-2, Class A-3A,
Class A-3B, Class A-SB, Class A-4, Class A-M and Class A-J Certificates,
$10,000 actual principal amount and in any whole dollar denomination in excess
thereof; (ii) in the case of the Class XP Certificates, $1,000,000 notional
amount and in any whole dollar denomination in excess thereof; and (iii) in the
case of the other Offered Certificates, $100,000 actual principal amount and in
any whole dollar denomination in excess thereof.

     Each Class of Offered Certificates will initially be represented by one or
more Certificates registered in the name of the nominee of DTC. The Depositor
has been informed by DTC that DTC's nominee will be Cede & Co. No Certificate
Owner will be entitled to receive a Definitive Certificate representing its
interest in such Class, except under the limited circumstances described under
"Description of the Certificates--Book-Entry Registration and Definitive
Certificates" in the accompanying prospectus. Unless and until Definitive
Certificates are issued in respect of the


                                     S-121


Offered Certificates, beneficial ownership interests in each such Class of
Certificates will be maintained and transferred on the book-entry records of
DTC and its Participants, and all references to actions by holders of each such
Class of Certificates will refer to actions taken by DTC upon instructions
received from the related Certificate Owners through its Participants in
accordance with DTC procedures, and all references herein to payments, notices,
reports and statements to holders of each such Class of Certificates will refer
to payments, notices, reports and statements to DTC or Cede & Co., as the
registered holder thereof, for distribution to the related Certificate Owners
through its Participants in accordance with DTC procedures. The form of such
payments and transfers may result in certain delays in receipt of payments by
an investor and may restrict an investor's ability to pledge its securities.
See "Description of the Certificates--Book-Entry Registration and Definitive
Certificates" in the accompanying prospectus.

     The Trustee will initially serve as the Certificate Registrar for purposes
of recording and otherwise providing for the registration of the Offered
Certificates, and of transfers and exchanges of the Offered Certificates.

CERTIFICATE BALANCES AND NOTIONAL AMOUNTS

     On the Delivery Date (assuming receipt of all scheduled payments through
the Delivery Date and assuming there are no prepayments other than those
actually received prior to the Delivery Date), the respective Classes of
Certificates described below will have the following characteristics as
described in the immediately below table (in each case, subject to a variance
of plus or minus 5%):

<TABLE>

                                                          APPROXIMATE
                                    CERTIFICATE          PERCENTAGE OF     APPROXIMATE
                                     BALANCE OR               POOL           CREDIT
           CLASS                  NOTIONAL AMOUNT           BALANCE          SUPPORT
---------------------------   -----------------------   ---------------   ------------

  Class A-1 ...............      $     62,100,000        2.874%           30.000%
  Class A-2 ...............      $    505,650,000       23.398%           30.000%
  Class A-3A ..............      $    279,216,000       12.920%           30.000%
  Class A-3B ..............      $    132,000,000        6.108%           30.000%
  Class A-SB ..............      $     70,865,000        3.279%           30.000%
  Class A-4 ...............      $    462,900,000       21.420%           30.000%
  Class A-M ...............      $    216,104,000       10.000%           20.000%
  Class A-J ...............      $    132,364,000        6.125%           13.875%
  Class XP ................      $            TBD(1)          N/A             N/A
  Class B .................      $     24,312,000        1.125%           12.750%
  Class C .................      $     24,311,000        1.125%           11.625%
  Class D .................      $     21,611,000        1.000%           10.625%
  Class E .................      $     37,818,000        1.750%            8.875%
  Class F .................      $     21,611,000        1.000%            7.875%
  Class G .................      $     29,714,000        1.375%            6.500%
  Class H .................      $     27,013,000        1.250%            5.250%
  Class J .................      $     27,013,000        1.250%            4.000%
  Class K .................      $     13,507,000        0.625%            3.375%
  Class L .................      $     10,805,000        0.500%            2.875%
  Class M .................      $     10,805,000        0.500%            2.375%
  Class N .................      $      5,403,000        0.250%            2.125%
  Class O .................      $      8,104,000        0.375%            1.750%
  Class P .................      $      8,103,000        0.375%            1.375%
  Class Q .................      $     29,715,349        1.375%            0.000%
  Class XC ................      $  2,161,044,349(1)         N/A              N/A
</TABLE>

------------
(1)   Notional Amount.

     On each Distribution Date, the Certificate Balance of each Class of
Sequential Pay Certificates, Class PA Certificates or Class WB Certificates
will be reduced by any distributions of principal actually made on such Class
on such Distribution Date, and will be further reduced by any Realized Losses
and certain Additional Trust Fund Expenses allocated to such Class on such
Distribution Date. See "--Distributions" and "--Subordination; Allocation of
Losses and Certain Expenses" below.


                                     S-122


     The Class XC and Class XP Certificates will not have Certificate Balances.
For purposes of calculating the amounts of accrued interest, however, each of
those Classes will have a Notional Amount.

     The Notional Amount of the Class XC Certificates will equal the aggregate
Certificate Balances of the Class A-1, Class A-2, Class A-3A, Class A-3B, Class
A-SB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E,
Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class
O, Class P and Class Q Certificates outstanding from time to time. The total
initial Notional Amount of the Class XC Certificates will be approximately
$2,161,044,349 although it may be as much as 5% larger or smaller.

     The notional amount of the Class XP Certificates will equal:

     o    during the period following the initial issuance of the Certificates
          through and including the Distribution Date in [ ], the sum of (a) the
          lesser of $[ ] and the Certificate Balance of the Class [ ]
          Certificates outstanding from time to time, (b) the lesser of $[ ] and
          the Certificate Balance of the Class [ ] Certificates outstanding from
          time to time and (c) the aggregate Certificate Balances of the Class [
          ] Certificates outstanding from time to time;

     o    during the period following the initial issuance of the Certificates
          through and including the Distribution Date in [ ], the sum of (a) the
          lesser of $[ ] and the Certificate Balance of the Class [ ]
          Certificates outstanding from time to time, (b) the lesser of $[ ] and
          the Certificate Balance of the Class [ ] Certificates outstanding from
          time to time and (c) the aggregate Certificate Balances of the Class [
          ] Certificates outstanding from time to time;

     o    during the period following the initial issuance of the Certificates
          through and including the Distribution Date in [ ], the sum of (a) the
          lesser of $[ ] and the Certificate Balance of the Class [ ]
          Certificates outstanding from time to time, (b) the lesser of $[ ] and
          the Certificate Balance of the Class [ ] Certificates outstanding from
          time to time and (c) the aggregate Certificate Balances of the Class [
          ] Certificates outstanding from time to time;

     o    during the period following the initial issuance of the Certificates
          through and including the Distribution Date in [ ], the sum of (a) the
          lesser of $[ ] and the Certificate Balance of the Class [ ]
          Certificates outstanding from time to time, (b) the lesser of $[ ] and
          the Certificate Balance of the Class [ ] Certificates outstanding from
          time to time and (c) the aggregate Certificate Balances of the Class [
          ] Certificates outstanding from time to time;

     o    during the period following the initial issuance of the Certificates
          through and including the Distribution Date in [ ], the sum of (a) the
          lesser of $[ ] and the Certificate Balance of the Class [ ]
          Certificates outstanding from time to time, (b) the lesser of $[ ] and
          the Certificate Balance of the Class [ ] Certificates outstanding from
          time to time and (c) the aggregate Certificate Balances of the Class [
          ] Certificates outstanding from time to time;

     o    during the period following the initial issuance of the Certificates
          through and including the Distribution Date in [ ], the sum of (a) the
          lesser of $[ ] and the Certificate Balance of the Class [ ]
          Certificates outstanding from time to time, (b) the lesser of $[ ] and
          the Certificate Balance of the Class [ ] Certificates outstanding from
          time to time and (c) the aggregate Certificate Balances of the Class [
          ] Certificates outstanding from time to time;

     o    during the period following the initial issuance of the Certificates
          through and including the Distribution Date in [ ], the sum of (a) the
          lesser of $[ ] and the Certificate Balance of the Class [ ]
          Certificates outstanding from time to time, (b) the lesser of $[ ] and
          the Certificate Balance of the Class [ ] Certificates outstanding from
          time to time and (c) the aggregate Certificate Balances of the Class [
          ] Certificates outstanding from time to time;

     o    during the period following the initial issuance of the Certificates
          through and including the Distribution Date in [ ], the sum of (a) the
          lesser of $[ ] and the Certificate Balance of the Class [ ]
          Certificates outstanding from time to time, (b) the lesser of $[ ] and
          the Certificate Balance of the Class [ ] Certificates outstanding from
          time to time and (c) the aggregate Certificate Balances of the Class [
          ] Certificates outstanding from time to time;


                                     S-123


     o    during the period following the initial issuance of the Certificates
          through and including the Distribution Date in [ ], the sum of (a) the
          lesser of $[ ] and the Certificate Balance of the Class [ ]
          Certificates outstanding from time to time, (b) the lesser of $[ ] and
          the Certificate Balance of the Class [ ] Certificates outstanding from
          time to time and (c) the aggregate Certificate Balances of the Class [
          ] Certificates outstanding from time to time;

     o    during the period following the initial issuance of the Certificates
          through and including the Distribution Date in [ ], the sum of (a) the
          lesser of $[ ] and the Certificate Balance of the Class [ ]
          Certificates outstanding from time to time, (b) the lesser of $[ ] and
          the Certificate Balance of the Class [ ] Certificates outstanding from
          time to time and (c) the aggregate Certificate Balances of the Class [
          ] Certificates outstanding from time to time;

     o    during the period following the initial issuance of the Certificates
          through and including the Distribution Date in [ ], the sum of (a) the
          lesser of $[ ] and the Certificate Balance of the Class [ ]
          Certificates outstanding from time to time, (b) the lesser of $[ ] and
          the Certificate Balance of the Class [ ] Certificates outstanding from
          time to time and (c) the aggregate Certificate Balances of the Class [
          ] Certificates outstanding from time to time;

     o    during the period following the initial issuance of the Certificates
          through and including the Distribution Date in [ ], the sum of (a) the
          lesser of $[ ] and the Certificate Balance of the Class [ ]
          Certificates outstanding from time to time, (b) the lesser of $[ ] and
          the Certificate Balance of the Class [ ] Certificates outstanding from
          time to time and (c) the aggregate Certificate Balances of the Class [
          ] Certificates outstanding from time to time;

     o    during the period following the initial issuance of the Certificates
          through and including the Distribution Date in [ ], the sum of (a) the
          lesser of $[ ] and the Certificate Balance of the Class [ ]
          Certificates outstanding from time to time, (b) the lesser of $[ ] and
          the Certificate Balance of the Class [ ] Certificates outstanding from
          time to time and (c) the aggregate Certificate Balances of the Class [
          ] Certificates outstanding from time to time;

     o    during the period following the initial issuance of the Certificates
          through and including the Distribution Date in [ ], the sum of (a) the
          lesser of $[ ] and the Certificate Balance of the Class [ ]
          Certificates outstanding from time to time, (b) the lesser of $[ ] and
          the Certificate Balance of the Class [ ] Certificates outstanding from
          time to time and (c) the aggregate Certificate Balances of the Class
          [ ] Certificates outstanding from time to time;

     o    following the distribution date in [ ], $0.

     The total initial Notional Amount of the Class XP Certificates will be
approximately $[  ], although it may be as much as 5% larger or smaller.

     Neither the Class V Certificates nor the REMIC Residual Certificates will
have a Certificate Balance or a Notional Amount.

     A Class of Offered Certificates will be considered to be outstanding until
its Certificate Balance is reduced to zero; provided, however, that, under very
limited circumstances, reimbursement of any previously allocated Realized
Losses and Additional Trust Fund Expenses may thereafter be made with respect
thereto.

     For purposes of calculating the allocation of collections on the PA Pari
Passu Note A-1 Component Mortgage Loan between the PA Pari Passu Note A-1
Senior Component, on the one hand, and the PA Pari Passu Note A-1 Subordinate
Component on the other hand, the PA Pari Passu Note A-1 Senior Component will
be deemed to have a principal balance called the PA Pari Passu Note A-1 Senior
Balance and the PA Pari Passu Note A-1 Subordinate Component will be deemed to
have a principal balance called the PA Pari Passu Note A-1 Subordinate Balance
equal to the amounts described under "Description of the Mortgage Pool--PA Pari
Passu Note A-1 Component Mortgage Loan" in this prospectus supplement. The PA
Pari Passu Note A-1 Senior Component will accrue interest during each interest
accrual period on the amount of the PA Pari Passu Note A-1 Senior Balance
thereof outstanding immediately prior to the related Distribution Date at a per
annum rate equal to approximately [      ]% as of the commencement of such
interest accrual period. The


                                     S-124


PA Pari Passu Note A-1 Senior Balance will be reduced on each Distribution Date
by all distributions of principal made in respect thereof on such Distribution
Date as described under "Description of the Certificates--Distributions--Class
PA Certificates and the PA Pari Passu Note A-1 Component Mortgage Loan" in this
prospectus supplement, and the PA Pari Passu Note A-1 Subordinate Balance will
be reduced on each Distribution Date by all distributions of principal made in
respect thereof on such Distribution Date as described under "Description of
the Certificates--Distributions--Class PA Certificates and the PA Pari Passu
Note A-1 Component Mortgage Loan" in this prospectus supplement.

     For purposes of calculating the allocation of collections on the WB
Component Mortgage Loan between the WB Senior Component, on the one hand, and
the WB Subordinate Component on the other hand, the WB Senior Component will be
deemed to have a principal balance called the Class WB Senior Balance and the WB
Subordinate Component will be deemed to have a principal balance called the WB
Subordinate Balance equal to the amounts described under "Description of the
Mortgage Pool--WB Component Mortgage Loan" in this prospectus supplement. The WB
Senior Component will accrue interest during each interest accrual period on the
amount of the WB Senior Balance outstanding immediately prior to the related
Distribution Date at a per annum rate equal to approximately [ ]% as of the
commencement of such interest accrual period. The WB Senior Balance will be
reduced on each Distribution Date by all distributions of principal made in
respect thereof on such Distribution Date as described under "Description of the
Certificates--Distributions--Class WB Certificates and the WB Component Mortgage
Loan" in this prospectus supplement, and the WB Subordinate Balance will be
reduced on each Distribution Date by all distributions of principal made in
respect thereof on such Distribution Date as described under "Description of the
Certificates--Distributions--Class WB Certificates and the WB Component Mortgage
Loan" in this prospectus supplement.


PASS-THROUGH RATES

     The interest rate (the "Pass-Through Rate") applicable to any Class of
Certificates (other than the Class PA, Class WB, Class V, Class R-I and Class
R-II Certificates) for any Distribution Date will equal the rates set forth
below.

     The Pass-Through Rates applicable to the Class A-1, Class A-2, Class A-3A,
Class A-3B, Class A-SB, Class A-4, Class A-M, Class A-J, Class B, Class C,
Class D and Class E Certificates on any Distribution Date will be the
Pass-Through Rates indicated on the cover page of this prospectus supplement
(including the related footnotes).

     The Pass-Through Rate applicable to the Class XP Certificates for the
initial Distribution Date will equal approximately [ ]% per annum. The
Pass-Through Rate for the Class XP Certificates, for each Distribution Date
subsequent to the initial Distribution Date and through and including the [ ]
Distribution Date, will equal the weighted average of the respective strip
rates, which we refer to as Class XP Strip Rates, at which interest accrues
from time to time on the respective components of the Notional Amount of the
Class XP Certificates outstanding immediately prior to the related Distribution
Date, with the relevant weighting to be done based upon the relative size of
those components. Each of those components will be comprised of all or a
designated portion of the Certificate Balance of a specified Class of
Certificates. If all or a designated portion of the Certificate Balance of any
Class of Certificates is identified under "--Certificate Balance and Notional
Amounts" above as being part of the Notional Amount of the Class XP
Certificates immediately prior to any Distribution Date, then that Certificate
Balance (or designated portion thereof) will represent one or more separate
components of the Notional Amount of the Class XP Certificates for purposes of
calculating the accrual of interest during the related interest accrual period.
For purposes of accruing interest during any interest accrual period, through
and including the [ ] Distribution Date on any particular component of the
Notional Amount of the Class XP Certificates immediately prior to the related
Distribution Date, the applicable Class XP Strip Rate will equal, with respect
to each applicable Class of Certificates having a Certificate Balance (or a
designated portion thereof) that comprises such component, the excess, if any
of:


                                     S-125


       (1) the lesser of (a) the reference rate specified in Annex C to this
   prospectus supplement for such interest accrual period and (b) the Weighted
   Average Net Mortgage Rate for such interest accrual period, over

       (2) the Pass-Through Rate in effect during such interest accrual period
   for such Class of Certificates.

     Following the [ ] Distribution Date, the Class XP Certificates will cease
to accrue interest. In connection therewith, the Class XP Certificates will
have a 0% Pass-Through Rate for the [ ] Distribution Date and for each
Distribution Date thereafter.

     The Pass-Through Rate applicable to the Class XC Certificates for the
initial Distribution Date will equal approximately [ ]% per annum. The
Pass-Through Rate for the Class XC Certificates for any interest accrual period
subsequent to the initial Distribution Date will equal the weighted average of
the respective strip rates, which we refer to as Class XC Strip Rates, at which
interest accrues from time to time on the respective components of the Notional
Amount of the Class XC Certificates outstanding immediately prior to the
related Distribution Date, with the relevant weighting to be done based upon
the relative sizes of those components. Each of those components will be
comprised of all or a designated portion of the Certificate Balance of certain
Classes of REMIC II Certificates. In general, the Certificate Balance of
certain Classes of Certificates will constitute a separate component of the
Notional Amount of the Class XC Certificates; provided that, if a portion, but
not all, of the Certificate Balance of any particular Class of Certificates is
identified under "--Certificate Balances and Notional Amount" above as being
part of the Notional Amount of the Class XP Certificates immediately prior to
any Distribution Date, then that identified portion of such Certificate Balance
will also represent one or more separate components of the Notional Amount of
the Class XC Certificates for purposes of calculating the accrual of interest
during the related interest accrual period, and the remaining portion of such
Certificate Balance will represent one or more other separate components of the
Class XC Certificates for purposes of calculating the accrual of interest
during the related interest accrual period. For purposes of accruing interest
for each Distribution Date prior to [ ] on any particular component of the
Notional Amount of the Class XC Certificates immediately prior to the related
Distribution Date, the applicable Class XC Strip Rate will be calculated as
follows:

       (1) if such particular component consists of the entire Certificate
   Balance of any Class of Certificates, and if such Certificate Balance also
   constitutes, in its entirety, a component of the Notional Amount of the
   Class XP Certificates immediately prior to the related Distribution Date,
   then the applicable Class XC Strip Rate will equal the excess, if any, of
   (a) the Weighted Average Net Mortgage Rate for such interest accrual
   period, over, the greater of (i) the reference rate specified in Annex C to
   this prospectus supplement for such interest accrual period and (ii) the
   Pass-Through Rate in effect during such interest accrual period for such
   Class of Certificates;

       (2) if such particular component consists of a designated portion (but
   not all) of the Certificate Balance of any Class of Certificates, and if
   such designated portion of such Certificate Balance also constitutes a
   component of the Notional Amount of the Class XP Certificates immediately
   prior to the related Distribution Date, then the applicable Class XC Strip
   Rate will equal the excess, if any, of (a) the Weighted Average Net
   Mortgage Rate for such interest accrual period, over, the greater of (i)
   the reference rate specified in Annex C to this prospectus supplement for
   such interest accrual period and (ii) the Pass-Through Rate in effect
   during such interest accrual period for such Class Certificates;

       (3) if such particular component consists of the entire Certificate
   Balance of any Class of Certificates, and if such Certificate Balance does
   not, in whole or in part, also constitute a component of the Notional
   Amount of the Class XP Certificates immediately prior to the related
   Distribution Date, then the applicable Class XC Strip Rate will equal the
   excess, if any, of (a) the Weighted Average Net Mortgage Rate for such
   interest accrual period, over (b) the Pass-Through Rate in effect during
   such interest accrual period for such Class Certificates; and


                                     S-126


       (4) if such particular component consists of a designated portion (but
   not all) of the Certificate Balance of any Class of Certificates, and if
   such designated portion of such Certificate Balance does not also
   constitute a component of the Notional Amount of the Class XP Certificates
   immediately prior to the related Distribution Date, then the applicable
   Class XC Strip Rate will equal the excess, if any, of (a) the Weighted
   Average Net Mortgage Rate for such interest accrual period, over (b) the
   Pass-Through Rate in effect during such interest accrual period for such
   Class of Certificates.

     For purposes of the accrual of interest on the Class XC Certificates for
each Distribution Date subsequent to the [ ] Distribution Date, the Certificate
Balance of each Class of Certificates (other than the Class V, Class R-I, Class
R-II, Class XP and Class XC Certificates) will constitute one or more separate
components of the Notional Amount of the Class XC Certificates, and the
applicable Class XC Strip Rate with respect to each such component for each
such interest period will equal the excess, if any, of (a) the Weighted Average
Net Mortgage Rate for such interest accrual period, over (b) the Pass-Through
Rate in effect during such interest accrual period for the Class of
Certificates whose Certificate Balance makes up such component.

     For purpose of calculating the Class XC and Class XP Strip Rates, the
Pass-Through Rate of each component will be the Pass-Through Rate of the
corresponding Class of Certificates.

     The Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB, Class A-4,
Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and
Class Q Certificates will accrue interest at either (i) a fixed rate, (ii) a
fixed rate subject to a cap at the Weighted Average Net Mortgage Rate, (iii)
the Weighted Average Net Mortgage Rate or (iv) the Weighted Average Net
Mortgage Rate less a specified percentage.

     The Pass-Through Rates for the Class PA and Class WB Certificates will be
set forth in the Pooling and Servicing Agreement.

     The Class V Certificates, and only the Class V Certificates, will be
entitled to receive distributions in respect of Excess Interest. The Class V
Certificates will not have a Pass-Through Rate, a Certificate Balance or a
Notional Amount.


DISTRIBUTIONS

     General. Distributions on or with respect to the Certificates will be made
by the Trustee, to the extent of available funds, on each Distribution Date
which will be the tenth day of each month or, if any such tenth day is not a
business day, then on the next succeeding business day. The first Distribution
Date with respect to the Offered Certificates will occur in August 2005. Except
as otherwise described below, all such distributions will be made to the
persons in whose names the Certificates are registered at the close of business
on the related Record Date and, as to each such person, will be made by wire
transfer in immediately available funds to the account specified by the
Certificateholder at a bank or other entity having appropriate facilities
therefor. Until Definitive Certificates are issued in respect thereof, Cede &
Co. will be the registered holder of the Offered Certificates. See
"--Registration and Denominations" above. The final distribution on any
Certificate (determined without regard to any possible future reimbursement of
any Realized Losses or Additional Trust Fund Expense previously allocated to
such Certificate) will be made in like manner, but only upon presentation and
surrender of such Certificate at the location that will be specified in a
notice of the pendency of such final distribution. Any distribution that is to
be made with respect to a Certificate in reimbursement of a Realized Loss or
Additional Trust Fund Expense previously allocated thereto, which reimbursement
is to occur after the date on which such Certificate is surrendered as
contemplated by the preceding sentence (the likelihood of any such distribution
being remote), will be made by check mailed to the Certificateholder that
surrendered such Certificate. All distributions made on or with respect to a
Class of Certificates will be allocated pro rata among such Certificates based
on their respective percentage interests in such Class.

     Class PA Certificates and the PA Pari Passu Note A-1 Component Mortgage
Loan. The Class PA Certificates will be entitled to distributions only from
amounts collected on the PA Pari Passu Note


                                     S-127


A-1 Component Mortgage Loan, and only in the priority set forth below. All
collections of principal and interest on the PA Pari Passu Note A-1 Component
Mortgage Loan (including on the PA Pari Passu Note A-1 Subordinate Component
thereof) received by the Master Servicer during any Collection Period (net of
any portion allocable to reimburse any outstanding P&I Advances and Servicing
Advances, or pay any Master Servicing Fees, Special Servicing Fees, Trustee
Fees, Workout Fees, Liquidation Fees, interest on Advances and any other
Additional Trust Fund Expenses, in respect of the PA Pari Passu Note A-1
Component Mortgage Loan (including on the PA Pari Passu Note A-1 Subordinate
Component thereof)), will be remitted to the Trustee on the Master Servicer
Remittance Date and applied by the Trustee on the related Distribution Date,
together with any P&I Advance or payment by the Master Servicer to cover
Prepayment Interest Shortfalls made in respect of such Mortgage Loan, for the
following purposes and in the following order of priority:

       (i) to the Trustee for the benefit of the REMIC II Certificateholders as
   part of the Available Distribution Amount for such Distribution Date, up to
   an amount equal to all PA Pari Passu Note A-1 Component Distributable
   Interest in respect of the PA Pari Passu Note A-1 Senior Component for such
   Distribution Date and, to the extent not previously paid, for all prior
   Distribution Dates;

       (ii) to the Trustee for the benefit of the REMIC II Certificateholders
   as part of the Available Distribution Amount for such Distribution Date, up
   to an amount equal to the PA Pari Passu Note A-1 Component Principal
   Entitlement Distribution Amount;

       (iii) to the Trustee for the benefit of the REMIC II Certificateholders
   as part of the Available Distribution Amount for such Distribution Date, to
   reimburse the PA Pari Passu Note A-1 Senior Component for all Realized
   Losses and Additional Trust Fund Expenses, if any, previously allocated
   with respect to the PA Pari Passu Note A-1 Component Mortgage Loan to the
   PA Pari Passu Note A-1 Senior Component and for which no reimbursement has
   previously been paid;

       (iv) to pay interest on the PA Pari Passu Note A-1 Subordinate
   Component, up to an amount equal to all PA Pari Passu Note A-1 Component
   Distributable Interest in respect of the PA Pari Passu Note A-1 Subordinate
   Component for such Distribution Date and, to the extent not previously
   paid, for all prior Distribution Dates;

       (v) to pay principal on the PA Pari Passu Note A-1 Subordinate
   Component, up to an amount equal to the PA Pari Passu Note A-1 Component
   Principal Entitlement for the PA Pari Passu Note A-1 Subordinate Component
   for such Distribution Date;

       (vi) to reimburse the holders of the PA Pari Passu Note A-1 Subordinate
   Component for all Realized Losses and Additional Trust Fund Expenses, if
   any, previously allocated with respect to the PA Pari Passu Note A-1
   Component Mortgage Loan to the PA Pari Passu Note A-1 Subordinate Component
   and for which no reimbursement has previously been paid; and

       (vii) with respect to the PA Pari Passu Note A-1 Component Mortgage
   Loan, to distribute to the holders of the Class R-I Certificates any excess
   after allocation of the distributions set forth in clauses (i) through (vi)
   above.

     All distributions on the PA Pari Passu Note A-1 Subordinate Component
referenced in clauses (iv) through (vi) above will be made to the corresponding
holders of the Class PA Certificates.

     In the absence of a monetary or other material event of default under the
Pacific Arts Plaza Whole Loan, principal will be paid on the PA Pari Passu Note
A-1 Senior Component, the Pacific Arts Plaza Pari Passu Note A-2 and the PA
Pari Passu Note A-1 Subordinate Component, pro rata (in accordance with their
respective outstanding principal balances). If any of the events of default
described in the prior sentence exists, principal will be paid first pro rata
to the PA Pari Passu Note A-1 Senior Component and the holder of the Pacific
Arts Plaza Pari Passu Note A-2 until their outstanding principal balances are
reduced to zero, and then to the PA Pari Passu Note A-1 Subordinate Component
until the principal balance of such component is reduced to zero.

     Class WB Certificates and the WB Component Mortgage Loan. The Class WB
Certificates will be entitled to distributions only from amounts collected on
the WB Component Mortgage Loan, and


                                     S-128


only in the priority set forth below. All collections of principal and interest
on the WB Component Mortgage Loan (including on the WB Subordinate Component
thereof) received by the Master Servicer during any Collection Period (net of
any portion allocable to reimburse any outstanding P&I Advances and Servicing
Advances, or pay any Master Servicing Fees, Special Servicing Fees, Trustee
Fees, Workout Fees, Liquidation Fees, interest on Advances and any other
Additional Trust Fund Expenses, in respect of the WB Component Mortgage Loan
(including on the WB Subordinate Component thereof)), will be remitted to the
Trustee on the Master Servicer Remittance Date and applied by the Trustee on
the related Distribution Date, together with any P&I Advance or payment by the
Master Servicer to cover Prepayment Interest Shortfalls made in respect of such
Mortgage Loan, for the following purposes and in the following order of
priority:

       (i) to the Trustee for the benefit of the REMIC II Certificateholders as
   part of the Available Distribution Amount for such Distribution Date, up to
   an amount equal to all WB Component Distributable Interest in respect of
   the WB Senior Component for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

       (ii) to the Trustee for the benefit of the REMIC II Certificateholders
   as part of the Available Distribution Amount for such Distribution Date, up
   to an amount equal to the WB Component Principal Entitlement Distribution
   Amount;

       (iii) to the Trustee for the benefit of the REMIC II Certificateholders
   as part of the Available Distribution Amount for such Distribution Date, to
   reimburse the WB Senior Component for all Realized Losses and Additional
   Trust Fund Expenses, if any, previously allocated with respect to the WB
   Component Mortgage Loan to the WB Senior Component and for which no
   reimbursement has previously been paid;

       (iv) to pay interest on the WB Subordinate Component, up to an amount
   equal to all WB Component Distributable Interest in respect of the WB
   Subordinate Component for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

       (v) to pay principal on the WB Subordinate Component, up to an amount
   equal to the WB Component Principal Entitlement for the WB Subordinate
   Component for such Distribution Date;

       (vi) to reimburse the holders of the WB Subordinate Component for all
   Realized Losses and Additional Trust Fund Expenses, if any, previously
   allocated with respect to the WB Component Mortgage Loan to the WB
   Subordinate Component and for which no reimbursement has previously been
   paid; and

       (vii) with respect to the WB Component Mortgage Loan, to distribute to
   the holders of the Class R-I Certificates any excess after allocation of
   the distributions set forth in clauses (i) through (vi) above.

     All distributions on the WB Subordinate Component referenced in clauses
(iv) through (vi) above will be made to the corresponding holders of the Class
WB Certificates.

     In the absence of a monetary or other material event of default under the
WB Component Mortgage Loan, principal will be paid on the WB Senior Component
and the WB Subordinate Component, pro rata (in accordance with their respective
outstanding principal balances). If any of the events of default described in
the prior sentence exists, principal will be paid first to the WB Senior
Component until its outstanding principal balance is reduced to zero, and then
to the WB Subordinate Component until the principal balance of such component
is reduced to zero.

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

     See "The Pooling and Servicing Agreements--Certificate Account" in the
accompanying prospectus.

     Application of the Available Distribution Amount. On each Distribution
Date, the Trustee will apply the Available Distribution Amount for such date
for the following purposes and in the following order of priority:


                                     S-129


       (1) concurrently, to distributions of interest to the holders of the
   Class A-1 Certificates, Class A-2 Certificates, Class A-3A Certificates,
   Class A-3B Certificates, Class A-SB Certificates, Class A-4 Certificates,
   Class XC Certificates and Class XP Certificates, pro rata, in accordance
   with the respective amounts of Distributable Certificate Interest in
   respect of such Classes of Certificates on such Distribution Date, in an
   amount equal to all Distributable Certificate Interest in respect of each
   such Class of Certificates for such Distribution Date and, to the extent
   not previously paid, for all prior Distribution Dates;

       (2) to pay principal to Class A-1 Certificates, Class A-2 Certificates,
   Class A-3A Certificates, Class A-3B Certificates, Class A-SB Certificates
   and Class A-4 Certificates, in reduction of the Certificate Balances
   thereof: (i) first, to the Class A-SB Certificates, in an amount equal to
   the Principal Distribution Amount for such Distribution Date, until the
   Class A-SB Certificates are reduced to the Class A-SB Planned Principal
   Balance; (ii) then, to the Class A-1 Certificates, in an amount equal to
   the Principal Distribution Amount for such Distribution Date (or the
   portion of it remaining after the above distribution on the Class A-SB
   Certificates), until the Class A-1 Certificates are reduced to zero; (iii)
   then, to the Class A-2 Certificates, in an amount equal to the Principal
   Distribution Amount for such Distribution Date (or the portion of it
   remaining after the above distributions on the Class A-1 and Class A-SB
   Certificates), until the Class A-2 Certificates are reduced to zero; (iv)
   then, to the Class A-3A Certificates, in an amount equal to the Principal
   Distribution Amount for such Distribution Date (or the portion of it
   remaining after the above distributions on the Class A-1, Class A-2 and
   Class A-SB Certificates), until the Class A-3A Certificates are reduced to
   zero; (v) then, to the Class A-3B Certificates, in an amount equal to the
   Principal Distribution Amount for such Distribution Date (or the portion of
   it remaining after the above distributions on the Class A-1, Class A-2,
   Class A-3A and Class A-SB Certificates), until the Class A-3B Certificates
   are reduced to zero; (vi) then, to the Class A-SB Certificates, in an
   amount equal to the Principal Distribution Amount for such Distribution
   Date (or the portion of it remaining after the above distributions on the
   Class A-1, Class A-2, Class A-3A, Class A-3B Certificates and the planned
   balance distribution pursuant to clause (i) above on the Class A-SB
   Certificates), until the Class A-SB Certificates are reduced to zero; and
   (vii) then, to the Class A-4 Certificates, in an amount equal to the
   Principal Distribution Amount for such Distribution Date (or the portion of
   it remaining after the above distributions on the Class A-1, Class A-2,
   Class A-3A, Class A-3B and Class A-SB Certificates), until the Class A-4
   Certificates are reduced to zero;

       (3) to reimburse the holders of the Class A-1 Certificates, Class A-2
   Certificates, Class A-3A Certificates, Class A-3B Certificates, Class A-SB
   Certificates and Class A-4 Certificates up to an amount equal to, and pro
   rata as among such Classes in accordance with, the respective amounts of
   Realized Losses and Additional Trust Fund Expenses, if any, previously
   allocated to such Classes and for which no reimbursement has previously
   been paid; and

       (4) to make payments on the Subordinate Certificates as contemplated
below;

provided that, on each Distribution Date as of which the aggregate Certificate
Balance of the Subordinate Certificates has been reduced to zero, and in any
event on the final Distribution Date in connection with a termination of the
Trust (see "--Termination" below), the payments of principal to be made as
contemplated by clause (2) above with respect to the Class A-1 Certificates,
Class A-2 Certificates, Class A-3A Certificates, Class A-3B Certificates, Class
A-SB Certificates and Class A-4 Certificates will be so made (subject to
available funds) to the holders of such Classes, up to an amount equal to, and
pro rata as between such Classes in accordance with, the respective then
outstanding Certificate Balances of such Classes.

     On each Distribution Date, following the above-described distributions on
the Senior Certificates, the Trustee will apply the remaining portion, if any,
of the Available Distribution Amount for such date for the following purposes
and in the following order of priority:

       (1) to pay the holders of the Class A-M Certificates, up to an amount
   equal to all Distributable Certificate Interest in respect of such Class of
   Certificates for such Distribution Date and, to the extent not previously
   paid, for all prior Distribution Dates;


                                     S-130


       (2) if the Certificate Balances of the Class A-1 Certificates, Class A-2
   Certificates, Class A-3A Certificates, Class A-3B Certificates, Class A-SB
   Certificates and Class A-4 Certificates have been reduced to zero, to pay
   principal to the holders of the Class A-M Certificates, up to an amount
   equal to the lesser of (a) the then outstanding Certificate Balance of such
   Class of Certificates and (b) the remaining portion of the Principal
   Distribution Amount for such Distribution Date;

       (3) to reimburse the holders of the Class A-M Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously allocated to the Certificate Balance of such Class of
   Certificates and for which no reimbursement has previously been paid;

       (4) to pay interest to the holders of the Class A-J Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date and, to the extent
   not previously paid, for all prior Distribution Dates;

       (5) if the Certificate Balances of the Class A-1 Certificates, Class A-2
   Certificates, Class A-3A Certificates, Class A-3B Certificates, Class A-SB
   Certificates, Class A-4 Certificates and Class A-M Certificates have been
   reduced to zero, to pay principal to the holders of the Class A-J
   Certificates, up to an amount equal to the lesser of (a) the then
   outstanding Certificate Balance of such Class of Certificates and (b) the
   remaining portion of the Principal Distribution Amount for such
   Distribution Date;

       (6) to reimburse the holders of the Class A-J Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously allocated to the Certificate Balance of such Class of
   Certificates and for which no reimbursement has previously been paid;

       (7) to pay interest to the holders of the Class B Certificates, up to an
   amount equal to all Distributable Certificate Interest in respect of such
   Class of Certificates for such Distribution Date and, to the extent not
   previously paid, for all prior Distribution Dates;

       (8) if the Certificate Balances of the Class A-1 Certificates, Class A-2
   Certificates, Class A-3A Certificates, Class A-3B Certificates, Class A-SB
   Certificates, Class A-4 Certificates, Class A-M Certificates and Class A-J
   Certificates have been reduced to zero, to pay principal to the holders of
   the Class B Certificates, up to an amount equal to the lesser of (a) the
   then outstanding Certificate Balance of such Class of Certificates and (b)
   the remaining portion of the Principal Distribution Amount for such
   Distribution Date;

       (9) to reimburse the holders of the Class B Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously allocated to the Certificate Balance of such Class of
   Certificates and for which no reimbursement has previously been paid;

       (10) to pay interest to the holders of the Class C Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date and, to the extent
   not previously paid, for all prior Distribution Dates;

       (11) if the Certificate Balances of the Class A-1 Certificates, Class
   A-2 Certificates, Class A-3A Certificates, Class A-3B Certificates, Class
   A-SB Certificates, Class A-4 Certificates, Class A-M Certificates, Class
   A-J Certificates and Class B Certificates have been reduced to zero, to pay
   principal to the holders of the Class C Certificates, up to an amount equal
   to the lesser of (a) the then outstanding Certificate Balance of such Class
   of Certificates and (b) the remaining portion of the Principal Distribution
   Amount for such Distribution Date;

       (12) to reimburse the holders of the Class C Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously allocated to the Certificate Balance of such Class of
   Certificates and for which no reimbursement has previously been paid;


                                     S-131


       (13) to pay interest to the holders of the Class D Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date and, to the extent
   not previously paid, for all prior Distribution Dates;

       (14) if the Certificate Balances of the Class A-1 Certificates, Class
   A-2 Certificates, Class A-3A Certificates, Class A-3B Certificates, Class
   A-SB Certificates, Class A-4 Certificates, Class A-M Certificates, Class
   A-J Certificates, Class B Certificates and Class C Certificates have been
   reduced to zero, to pay principal to the holders of the Class D
   Certificates, up to an amount equal to the lesser of (a) the then
   outstanding Certificate Balance of such Class of Certificates and (b) the
   remaining portion of the Principal Distribution Amount for such
   Distribution Date;

       (15) to reimburse the holders of the Class D Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously allocated to the Certificate Balance of such Class of
   Certificates and for which no reimbursement has previously been paid;

       (16) to pay interest to the holders of the Class E Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date and, to the extent
   not previously paid, for all prior Distribution Dates;

       (17) if the Certificate Balances of the Class A-1 Certificates, Class
   A-2 Certificates, Class A-3A Certificates, Class A-3B Certificates, Class
   A-SB Certificates, Class A-4 Certificates, Class A-M Certificates, Class
   A-J Certificates, Class B Certificates, Class C Certificates and Class D
   Certificates have been reduced to zero, to pay principal to the holders of
   the Class E Certificates, up to an amount equal to the lesser of (a) the
   then outstanding Certificate Balance of such Class of Certificates and (b)
   the remaining portion of the Principal Distribution Amount for such
   Distribution Date;

       (18) to reimburse the holders of the Class E Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously allocated to the Certificate Balance of such Class of
   Certificates and for which no reimbursement has previously been paid;

       (19) to pay interest to the holders of the Class F Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date and, to the extent
   not previously paid, for all prior Distribution Dates;

       (20) if the Certificate Balances of the Class A-1 Certificates, Class
   A-2 Certificates, Class A-3A Certificates, Class A-3B Certificates, Class
   A-SB Certificates, Class A-4 Certificates, Class A-M Certificates, Class
   A-J Certificates, Class B Certificates, Class C Certificates, Class D
   Certificates and Class E Certificates have been reduced to zero, to pay
   principal to the holders of the Class F Certificates, up to an amount equal
   to the lesser of (a) the then outstanding Certificate Balance of such Class
   of Certificates and (b) the remaining portion of the Principal Distribution
   Amount for such Distribution Date;

       (21) to reimburse the holders of the Class F Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously allocated to the Certificate Balance of such Class of
   Certificates and for which no reimbursement has previously been paid;

       (22) to pay interest to the holders of the Class G Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date and, to the extent
   not previously paid, for all prior Distribution Dates;

       (23) if the Certificate Balances of the Class A-1 Certificates, Class
   A-2 Certificates, Class A-3A Certificates, Class A-3B Certificates, Class
   A-SB Certificates, Class A-4 Certificates, Class A-M Certificates, Class
   A-J Certificates, Class B Certificates, Class C Certificates, Class D
   Certificates, Class E Certificates and Class F Certificates have been
   reduced to zero, to pay principal to the holders of the Class G
   Certificates, up to an amount equal to the lesser of (a) the then
   outstanding Certificate Balance of such Class of Certificates and (b) the
   remaining portion of the Principal Distribution Amount for such
   Distribution Date;


                                     S-132


       (24) to reimburse the holders of the Class G Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously allocated to the Certificate Balance of such Class of
   Certificates and for which no reimbursement has previously been paid;

       (25) to pay interest to the holders of the Class H Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date and, to the extent
   not previously paid, for all prior Distribution Dates;

       (26) if the Certificate Balances of the Class A-1 Certificates, Class
   A-2 Certificates, Class A-3A Certificates, Class A-3B Certificates, Class
   A-SB Certificates, Class A-4 Certificates, Class A-M Certificates, Class
   A-J Certificates, Class B Certificates, Class C Certificates, Class D
   Certificates, Class E Certificates, Class F Certificates and Class G
   Certificates have been reduced to zero, to pay principal to the holders of
   the Class H Certificates, up to an amount equal to the lesser of (a) the
   then outstanding Certificate Balance of such Class of Certificates and (b)
   the remaining portion of the Principal Distribution Amount for such
   Distribution Date;

       (27) to reimburse the holders of the Class H Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously allocated to the Certificate Balance of such Class of
   Certificates and for which no reimbursement has previously been paid;

       (28) to pay interest to the holders of the Class J Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date and, to the extent
   not previously paid, for all prior Distribution Dates;

       (29) if the Certificate Balances of the Class A-1 Certificates, Class
   A-2 Certificates, Class A-3A Certificates, Class A-3B Certificates, Class
   A-SB Certificates, Class A-4 Certificates, Class A-M Certificates, Class
   A-J Certificates, Class B Certificates, Class C Certificates, Class D
   Certificates, Class E Certificates, Class F Certificates, Class G
   Certificates and Class H Certificates have been reduced to zero, to pay
   principal to the holders of the Class J Certificates, up to an amount equal
   to the lesser of (a) the then outstanding Certificate Balance of such Class
   of Certificates and (b) the remaining portion of the Principal Distribution
   Amount for such Distribution Date;

       (30) to reimburse the holders of the Class J Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously allocated to the Certificate Balance of such Class of
   Certificates and for which no reimbursement has previously been paid;

       (31) to pay interest to the holders of the Class K Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date and, to the extent
   not previously paid, for all prior Distribution Dates;

       (32) if the Certificate Balances of the Class A-1 Certificates, Class
   A-2 Certificates, Class A-3A Certificates, Class A-3B Certificates, Class
   A-SB Certificates, Class A-4 Certificates, Class A-M Certificates, Class
   A-J Certificates, Class B Certificates, Class C Certificates, Class D
   Certificates, Class E Certificates, Class F Certificates, Class G
   Certificates, Class H Certificates and Class J Certificates have been
   reduced to zero, to pay principal to the holders of the Class K
   Certificates, up to an amount equal to the lesser of (a) the then
   outstanding Certificate Balance of such Class of Certificates and (b) the
   remaining portion of the Principal Distribution Amount for such
   Distribution Date;

       (33) to reimburse the holders of the Class K Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously allocated to the Certificate Balance of such Class of
   Certificates and for which no reimbursement has previously been paid;

       (34) to pay interest to the holders of the Class L Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date and, to the extent
   not previously paid, for all prior Distribution Dates;


                                     S-133


       (35) if the Certificate Balances of the Class A-1 Certificates, Class
   A-2 Certificates, Class A-3A Certificates, Class A-3B Certificates, Class
   A-SB Certificates, Class A-4 Certificates, Class A-M Certificates, Class
   A-J Certificates, Class B Certificates, Class C Certificates, Class D
   Certificates, Class E Certificates, Class F Certificates, Class G
   Certificates, Class H Certificates, Class J Certificates and Class K
   Certificates have been reduced to zero, to pay principal to the holders of
   the Class L Certificates, up to an amount equal to the lesser of (a) the
   then outstanding Certificate Balance of such Class of Certificates and (b)
   the remaining portion of the Principal Distribution Amount for such
   Distribution Date;

       (36) to reimburse the holders of the Class L Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously allocated to the Certificate Balance of such Class of
   Certificates and for which no reimbursement has previously been paid;

       (37) to pay interest to the holders of the Class M Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date and, to the extent
   not previously paid, for all prior Distribution Dates;

       (38) if the Certificate Balances of the Class A-1 Certificates, Class
   A-2 Certificates, Class A-3A Certificates, Class A-3B Certificates, Class
   A-SB Certificates, Class A-4 Certificates, Class A-M Certificates, Class
   A-J Certificates, Class B Certificates, Class C Certificates, Class D
   Certificates, Class E Certificates, Class F Certificates, Class G
   Certificates, Class H Certificates, Class J Certificates, Class K
   Certificates and Class L Certificates have been reduced to zero, to pay
   principal to the holders of the Class M Certificates, up to an amount equal
   to the lesser of (a) the then outstanding Certificate Balance of such Class
   of Certificates and (b) the remaining portion of the Principal Distribution
   Amount for such Distribution Date;

       (39) to reimburse the holders of the Class M Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously allocated to the Certificate Balance of such Class of
   Certificates and for which no reimbursement has previously been paid;

       (40) to pay interest to the holders of the Class N Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date and, to the extent
   not previously paid, for all prior Distribution Dates;

       (41) if the Certificate Balances of the Class A-1 Certificates, Class
   A-2 Certificates, Class A-3A Certificates, Class A-3B Certificates, Class
   A-SB Certificates, Class A-4 Certificates, Class A-M Certificates, Class
   A-J Certificates, Class B Certificates, Class C Certificates, Class D
   Certificates, Class E Certificates, Class F Certificates, Class G
   Certificates, Class H Certificates, Class J Certificates, Class K
   Certificates, Class L Certificates and Class M Certificates have been
   reduced to zero, to pay principal to the holders of the Class N
   Certificates, up to an amount equal to the lesser of (a) the then
   outstanding Certificate Balance of such Class of Certificates and (b) the
   remaining portion of the Principal Distribution Amount for such
   Distribution Date;

       (42) to reimburse the holders of the Class N Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously allocated to the Certificate Balance of such Class of
   Certificates and for which no reimbursement has previously been paid;

       (43) to pay interest to the holders of the Class O Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date and, to the extent
   not previously paid, for all prior Distribution Dates;

       (44) if the Certificate Balances of the Class A-1 Certificates, Class
   A-2 Certificates, Class A-3A Certificates, Class A-3B Certificates, Class
   A-SB Certificates, Class A-4 Certificates, Class A-M Certificates, Class
   A-J Certificates, Class B Certificates, Class C Certificates, Class D
   Certificates, Class E Certificates, Class F Certificates, Class G
   Certificates, Class H Certificates, Class J Certificates, Class K
   Certificates, Class L Certificates, Class M Certificates and Class N


                                     S-134


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

       (45) to reimburse the holders of the Class O Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously allocated to the Certificate Balance of such Class of
   Certificates and for which no reimbursement has previously been paid;

       (46) to pay interest to the holders of the Class P Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date and, to the extent
   not previously paid, for all prior Distribution Dates;

       (47) if the Certificate Balances of the Class A-1 Certificates, Class
   A-2 Certificates, Class A-3A Certificates, Class A-3B Certificates, Class
   A-SB Certificates, Class A-4 Certificates, Class A-M Certificates, Class
   A-J Certificates, Class B Certificates, Class C Certificates, Class D
   Certificates, Class E Certificates, Class F Certificates, Class G
   Certificates, Class H Certificates, Class J Certificates, Class K
   Certificates, Class L Certificates, Class M Certificates, Class N
   Certificates and Class O Certificates have been reduced to zero, to pay
   principal to the holders of the Class P Certificates, up to an amount equal
   to the lesser of (a) the then outstanding Certificate Balance of such Class
   of Certificates and (b) the remaining portion of the Principal Distribution
   Amount for such Distribution Date;

       (48) to reimburse the holders of the Class P Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously allocated to the Certificate Balance of such Class of
   Certificates and for which no reimbursement has previously been paid;

       (49) to pay interest to the holders of the Class Q Certificates, up to
   an amount equal to all Distributable Certificate Interest in respect of
   such Class of Certificates for such Distribution Date and, to the extent
   not previously paid, for all Distribution Dates;

       (50) if the Certificate Balances of the Class A-1 Certificates, Class
   A-2 Certificates, Class A-3A Certificates, Class A-3B Certificates, Class
   A-SB Certificates, Class A-4 Certificates, Class A-M Certificates, Class
   A-J Certificates, Class B Certificates, Class C Certificates, Class D
   Certificates, Class E Certificates, Class F Certificates, Class G
   Certificates, Class H Certificates, Class J Certificates, Class K
   Certificates, Class L Certificates, Class M Certificates, Class N
   Certificates, Class O Certificates and Class P Certificates have been
   reduced to zero, to pay principal to the holders of the Class Q
   Certificates, up to an amount equal to the lesser of (a) the then
   outstanding Certificate Balance of such Class of Certificates and (b) the
   remaining portion of the Principal Distribution Amount for such
   Distribution Date;

       (51) to reimburse the holders of the Class Q Certificates, up to an
   amount equal to all Realized Losses and Additional Trust Fund Expenses, if
   any, previously allocated to the Certificate Balance of such Class of
   Certificates and for which no reimbursement has previously been paid; and

       (52) to pay to the holders of the Class R-I and Class R-II Certificates,
   the balance, if any, of the Available Distribution Amount in REMIC I and
   REMIC II, respectively, for such Distribution Date;

provided that, on the final Distribution Date in connection with a termination
of the Trust, the payments of principal to be made as contemplated by any of
clauses (2), (5), (8), (11), (14), (17), (20), (23), (26), (29), (32), (35),
(38), (41), (44), (47) and (50) above with respect to any Class of Sequential
Pay Certificates will be so made (subject to available funds) up to an amount
equal to the entire then outstanding Certificate Balance of such Class of
Certificates.

     Excess Liquidation Proceeds. Except to the extent Realized Losses or
Additional Trust Fund Expenses have been allocated to any Class of
Certificates, Excess Liquidation Proceeds will not be


                                     S-135


available for distribution from an account to the Holders of the Certificates
except under certain circumstances on the final Distribution Date as described
in the Pooling and Servicing Agreement.

     Distributable Certificate Interest. The "Distributable Certificate
Interest" in respect of each Class of REMIC II Certificates for each
Distribution Date is equal to the Accrued Certificate Interest in respect of
such Class of Certificates for such Distribution Date, reduced by such Class'
allocable share (calculated as described below) of any Net Aggregate Prepayment
Interest Shortfall for such Distribution Date.

     The "Accrued Certificate Interest" in respect of each Class of REMIC II
Certificates for each Distribution Date is equal to one calendar month's
interest at the Pass-Through Rate applicable to such Class of Certificates for
such Distribution Date accrued on the related Certificate Balance or Notional
Amount, as the case may be, outstanding immediately prior to such Distribution
Date. Accrued Certificate Interest will be calculated on the basis of a 360-day
year consisting of twelve 30-day months for each of the Classes of
Certificates.

     The Master Servicer will be required to make Compensating Interest
Payments in connection with Prepayment Interest Shortfalls as described in this
prospectus supplement. The "Net Aggregate Prepayment Interest Shortfall" for
any Distribution Date will be the amount, if any, by which (a) the aggregate of
all Prepayment Interest Shortfalls incurred during the related Collection
Period, exceeds (b) any such payment made by the Master Servicer with respect
to such Distribution Date to cover such Prepayment Interest Shortfalls. See
"Servicing of the Mortgage Loans--Servicing and Other Compensation and Payment
of Expenses" in this prospectus supplement. The Net Aggregate Prepayment
Interest Shortfall, if any, for each Distribution Date will be allocated on
such Distribution Date to all Classes of Certificates (other than the Class PA,
Class WB, Class V, Class R-I and Class R-II Certificates subject to the
discussion below). In each case, such allocations will be made pro rata to such
Classes on the basis of Accrued Certificate Interest otherwise distributable
for each such Class for such Distribution Date and will reduce the respective
amounts of Accrued Certificate Interest for each such Class for such
Distribution Date.

     With respect to the Pacific Arts Plaza Whole Loan, Prepayment Interest
Shortfalls will be allocated to the PA Pari Passu Note A-1 Subordinate
Component and then (to the extent allocable to the Pacific Arts Plaza Pari
Passu Note A-1 under the Pacific Arts Plaza Intercreditor Agreement) to the PA
Pari Passu Note A-1 Senior Component. See "Description of the
Certificates--Distributions--
Class PA Certificates and the PA Pari Passu Note A-1 Component Mortgage Loan"
in this prospectus supplement. Any such Prepayment Interest Shortfalls
allocated to the PA Pari Passu Note A-1 Subordinate Component, to the extent
not covered by the Master Servicer on such Distribution Date, will reduce the
PA Pari Passu Note A-1 Subordinate Component's interest entitlement for the
related Distribution Date. Any such Prepayment Interest Shortfalls allocated to
the PA Pari Passu Note A-1 Senior Component, to the extent not covered by the
Master Servicer on such Distribution Date, will be allocated to the Classes of
Certificates (other than the Class PA, Class WB, Class V, Class R-I and Class
R-II Certificates) as described above.

     With respect to the WB Component Mortgage Loan, Prepayment Interest
Shortfalls will be allocated to the WB Subordinate Component and then (to the
extent allocable to the WB Senior Component under the Pooling and Servicing
Agreement) to the WB Senior Component. See "Description of the
Certificates--Distributions--Class WB Certificates and the WB Component
Mortgage Loan". Any such Prepayment Interest Shortfalls allocated to the WB
Subordinate Component, to the extent not covered by the Master Servicer on such
Distribution Date, will reduce the WB Subordinate Component's interest
entitlement for the related Distribution Date. Any such Prepayment Interest
Shortfalls allocated to the WB Senior Component, to the extent not covered by
the Master Servicer on such Distribution Date, will be allocated to the Classes
of Certificates (other than the Class PA, Class WB, Class V, Class R-I and
Class R-II Certificates) as described above.

     Principal Distribution Amount. The "Principal Distribution Amount" for any
Distribution Date will, in general with respect to the Mortgage Pool, equal the
aggregate of the following:

       (a) the principal portions of all Monthly Payments (other than Balloon
   Payments) and any Assumed Monthly Payments due or deemed due, as the case
   may be, made by or on behalf of


                                     S-136


   the related borrower or advanced in respect of the Mortgage Loans in the
   Mortgage Pool for their respective Due Dates occurring during the related
   Collection Period or any prior Collection Period;

       (b) all voluntary principal prepayments received on the Mortgage Loans
   in the Mortgage Pool during the related Collection Period;

       (c) with respect to any Balloon Loan in the Mortgage Pool as to which
   the related stated maturity date occurred during or prior to the related
   Collection Period, any payment of principal (exclusive of any voluntary
   principal prepayment and any amount described in clause (d) below) made by
   or on behalf of the related borrower during the related Collection Period,
   net of any portion of such payment that represents a recovery of the
   principal portion of any Monthly Payment (other than a Balloon Payment)
   due, or the principal portion of any Assumed Monthly Payment deemed due, in
   respect of the related Mortgage Loan on a Due Date during or prior to the
   related Collection Period and not previously recovered;

       (d) all Liquidation Proceeds and Insurance and Condemnation Proceeds
   received on the Mortgage Loans in the Mortgage Pool during the related
   Collection Period that were identified and applied by the Master Servicer
   as recoveries of principal thereof, in each case net of any portion of such
   amounts that represents a recovery of the principal portion of any Monthly
   Payment (other than a Balloon Payment) due, or the principal portion of any
   Assumed Monthly Payment deemed due, in respect of the related Mortgage Loan
   on a Due Date during or prior to the related Collection Period and not
   previously recovered;

       (e) the excess, if any, of the Principal Distribution Amount, for the
   immediately preceding Distribution Date, over (ii) the aggregate
   distributions of principal made on the Sequential Pay Certificates in
   respect of such Principal Distribution Amount on such immediately preceding
   Distribution Date. For purposes of calculating the Principal Distribution
   Amount, the Monthly Payment due on any Mortgage Loan on any related Due
   Date will reflect any waiver, modification or amendment of the terms of
   such Mortgage Loan, whether agreed to by the Master Servicer or Special
   Servicer or resulting from a bankruptcy, insolvency or similar proceeding
   involving the related borrower; and

       (f) with respect to the PA Pari Passu Note A-1 Component Mortgage Loan,
   the PA Pari Passu Note A-1 Principal Distribution Amount for such
   Distribution Date and, with respect to the WB Component Mortgage Loan, the
   WB Principal Distribution Amount for such Distribution Date;

provided that the Principal Distribution Amount for any Distribution Date will
be reduced by the amount of any reimbursements of (i) Nonrecoverable Advances,
plus interest on such Nonrecoverable Advances, that are paid or reimbursed from
principal collections on the Mortgage Loans in a period during which such
principal collections would have otherwise been included in the Principal
Distribution Amount for such Distribution Date and (ii) Workout-Delayed
Reimbursement Amounts, plus interest on such amounts, that are paid or
reimbursed from principal collections on the Mortgage Loans in a period during
which such principal collections would have otherwise been included in the
Principal Distribution Amount for such Distribution Date; provided, further,
that in the case of clauses (i) and (ii) above, if any of the amounts that were
reimbursed from principal collections on the Mortgage Loans are subsequently
recovered on the related Mortgage Loan, such recovery will increase the
Principal Distribution Amount for the Distribution Date related to the period
in which such recovery occurs.

     For purposes of the foregoing, the Monthly Payment due on any Mortgage
Loan on any related Due Date will reflect any waiver, modification or amendment
of the terms of such Mortgage Loan, whether agreed to by the Master Servicer or
Special Servicer or resulting from a bankruptcy, insolvency or similar
proceeding involving the related borrower.

Class A-SB Planned Principal Balance.

     The Class A-SB Planned Principal Balance for any Distribution Date is the
balance shown for such Distribution Date in the table set forth in Annex D to
this prospectus supplement. Such


                                     S-137


balances were calculated using, among other things, the Maturity Assumptions.
Based on such assumptions, the Certificate Balance of the Class A-SB
Certificates on each Distribution Date would be reduced to the balance
indicated for such Distribution Date on the table. There is no assurance,
however, that the Mortgage Loans will perform in conformity with the Maturity
Assumptions. Therefore, there can be no assurance that the balance of the Class
A-SB Certificates on any Distribution Date will be equal to the balance that is
specified for such Distribution Date in the table. In particular, once the
Certificate Balances of the Class A-1, Class A-2, Class A-3A and Class A-3B
Certificates have been reduced to zero, any remaining portion on any
Distribution Date of the Principal Distribution Amount, will be distributed on
the Class A-SB Certificates until the Certificate Balance of the Class A-SB
Certificates is reduced to zero.

     Excess Interest. On each Distribution Date, Excess Interest received in
the related Collection Period will be distributed solely to the Class V
Certificates to the extent set forth in the Pooling and Servicing Agreement,
and will not be available for distribution to holders of the Offered
Certificates. The Class V Certificates are not entitled to any other
distributions of interest, principal or Prepayment Premiums.

     Distributions of Prepayment Premiums. On each Distribution Date,
Prepayment Premiums collected on the Mortgage Loans during the related
Prepayment Period will be distributed by the Trustee to the following Classes:
to the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB, Class A-4,
Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G,
Class H and Class J Certificates, in an amount equal to the product of (a) a
fraction, not greater than one, whose numerator is the amount distributed as
principal to such Class on such Distribution Date, and whose denominator is the
total amount distributed as principal to the Class A-1, Class A-2, Class A-3A,
Class A-3B, Class A-SB, Class A-4, Class A-M, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class
M, Class N, Class O, Class P and Class Q Certificates on such Distribution
Date, (b) the Base Interest Fraction for the related principal payment on such
Class of Certificates, and (c) the amount of Prepayment Premiums collected on
such principal prepayment during the related Prepayment Period; provided,
however, that Prepayment Premiums, if any, actually collected in respect of the
PA Pari Passu Note A-1 Component Mortgage Loan will be allocated to the PA Pari
Passu Note A-1 Senior Component and the PA Pari Passu Note A-1 Junior
Component, pro rata, based on their outstanding principal balances and
Prepayment Premiums, if any, actually collected in respect of the WB Component
Mortgage Loan will be allocated to the WB Senior Component and the WB
Subordinate Component, pro rata, based on their outstanding principal balances.
Any Prepayment Premiums collected during the related Prepayment Period
remaining after such distributions will be distributed (i) to the holders of
the Class XC and Class XP Certificates, [  ]% and [  ]%, respectively, until
and including the Distribution Date in [     ] and (ii) following such
Distribution Date, entirely to the holders of the Class XC Certificates.

     No Prepayment Premiums will be distributed to the holders of the Class K,
Class L, Class M, Class N, Class O, Class P, Class Q, Class V, Class R-I or
Class R-II Certificates. Instead, after the Certificate Balances of the Class
A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB, Class A-4, Class A-M, Class
A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J
Certificates have been reduced to zero, all Prepayment Premiums will be
distributed (i) to the holders of the Class XC and Class XP Certificates, [  ]%
and [  ]%, respectively, until and including the Distribution Date in [     ]
and (ii) following such Distribution Date, entirely to the holders of the Class
XC Certificates.

     Prepayment Premiums will be distributed on any Distribution Date only to
the extent they are received in respect of the Mortgage Loans in the related
Prepayment Period.

     The Depositor makes no representation as to the enforceability of the
provision of any Mortgage Note requiring the payment of a Prepayment Premium or
of the collectibility of any Prepayment Premium. See "Description of the
Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans--Prepayment
Provisions" and "Risk Factors--Risks Related to the Mortgage Loans--
Prepayment Premiums and Yield Maintenance Charges Present Special Risks" in
this prospectus supplement.


                                     S-138


     Treatment of REO Properties. Notwithstanding that any Mortgaged Property
may be acquired as part of the Trust Fund through foreclosure, deed in lieu of
foreclosure or otherwise, the related Mortgage Loan will be treated, for
purposes of, among other things, determining distributions on the Certificates,
allocations of Realized Losses and Additional Trust Fund Expenses to the
Certificates, and the amount of Master Servicing Fees, Special Servicing Fees
and Trustee Fees payable under the Pooling and Servicing Agreement, as having
remained outstanding until such REO Property is liquidated. Among other things,
such Mortgage Loan will be taken into account when determining the Principal
Distribution Amount for each Distribution Date. In connection therewith,
operating revenues and other proceeds derived from such REO Property (after
application thereof to pay certain costs and taxes, including certain
reimbursements payable to the Master Servicer, the Special Servicer and/or the
Trustee, incurred in connection with the operation and disposition of such REO
Property) will be "applied" by the Master Servicer as principal, interest and
other amounts "due" on such Mortgage Loan; and, subject to the recoverability
determination described below (see "--P&I Advances" below), the Master Servicer
and the Trustee will be required to make P&I Advances in respect of such
Mortgage Loan, in all cases as if such Mortgage Loan had remained outstanding.

SUBORDINATION; ALLOCATION OF LOSSES AND CERTAIN EXPENSES

     As and to the extent described herein, the rights of holders of the
Subordinate Certificates to receive distributions of amounts collected or
advanced on the Mortgage Loans will, in the case of each Class thereof, be
subordinated to the rights of holders of the Senior Certificates and, further,
to the rights of holders of each other Class of Subordinate Certificates, if
any, with an earlier sequential Class designation. This subordination provided
by the Subordinate Certificates is intended to enhance the likelihood of timely
receipt by holders of the respective Classes of Senior Certificates of the full
amount of Distributable Certificate Interest payable in respect of their
Certificates on each Distribution Date, and the ultimate receipt by holders of
the Class A-1 Certificates, Class A-2 Certificates, Class A-3A Certificates,
Class A-3B Certificates, Class A-SB Certificates and Class A-4 Certificates of
principal equal to, in each such case, the entire related Certificate Balance.
Similarly, but to decreasing degrees, this subordination is also intended to
enhance the likelihood of timely receipt by holders of the other Classes of
Offered Certificates of the full amount of Distributable Certificate Interest
payable in respect of their Certificates on each Distribution Date, and the
ultimate receipt by holders of the other Classes of Offered Certificates of
principal equal to, in each such case, the entire related Certificate Balance.
The subordination of any Class of Subordinate Certificates will be accomplished
by, among other things, the application of the Available Distribution Amount on
each Distribution Date in the order of priority described under
"--Distributions--The Available Distribution Amount" above. No other form of
credit support will be available for the benefit of holders of the Offered
Certificates.

     The PA Pari Passu Note A-1 Subordinate Component, and thus the related
Class PA Certificates, will represent interests in, and will be payable only
out of payments and other collections on, the PA Pari Passu Note A-1 Component
Mortgage Loan. The rights of the holders of the Class PA Certificates to
receive distributions of amounts collected or advanced on the PA Pari Passu
Note A-1 Component Mortgage Loan will be subordinated, to the extent described
in this prospectus supplement, to the rights of the holders of the REMIC II
Certificates and the holders of the Pacific Arts Plaza Pari Passu Note A-2.

     The WB Subordinate Component, and thus the Class WB Certificates, will
represent an interest in, and will be payable only out of payments and other
collections on, the WB Component Mortgage Loan. The rights of the holders of
the Class WB Certificates to receive distributions of amounts collected or
advanced on the WB Component Mortgage Loan will be subordinated, to the extent
described in this prospectus supplement, to the rights of the holders of the
REMIC II Certificates.

     This subordination provided by the Subordinate Certificates and, to the
extent described herein, with respect to the related Mortgage Loans, the Class
PA Certificates and the Class WB Certificates, is intended to enhance the
likelihood of timely receipt by holders of the respective Classes of Senior


                                     S-139


Certificates of the full amount of Distributable Certificate Interest payable
in respect of their Certificates on each Distribution Date, and the ultimate
receipt by holders of the Class A-1 Certificates, Class A-2 Certificates, Class
A-3A Certificates, Class A-3B Certificates, Class A-SB Certificates and Class
A-4 Certificates of principal equal to, in each such case, the entire related
Certificate Balance. Similarly, but to decreasing degrees, this subordination
is also intended to enhance the likelihood of timely receipt by holders of the
other Classes of Offered Certificates of the full amount of Distributable
Certificate Interest payable in respect of their Certificates on each
Distribution Date, and the ultimate receipt by holders of the other Classes of
Offered Certificates of principal equal to, in each such case, the entire
related Certificate Balance. The subordination of any Class of Subordinate
Certificates will be accomplished by, among other things, the application of
the Available Distribution Amount on each Distribution Date in the order of
priority described under "--Distributions--The Available Distribution Amount"
above. No other form of credit support will be available for the benefit of
holders of the Offered Certificates. If, following the distributions to be made
in respect of the Certificates on any Distribution Date, the aggregate Stated
Principal Balance of the Mortgage Pool that will be outstanding immediately
following such Distribution Date (net of the then outstanding PA Pari Passu
Note A-1 Subordinate Balance and the then outstanding WB Subordinate Balance),
is less than the then aggregate Certificate Balance of the Sequential Pay
Certificates, the Certificate Balances of the 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, Class B, Class A-J and Class A-M Certificates will be
reduced, sequentially in that order, in the case of each such Class until such
deficit (or the related Certificate Balance) is reduced to zero (whichever
occurs first); provided, however, that (i) any Realized Losses with respect to
the Pacific Arts Plaza Whole Loan will first be allocated to the PA Pari Passu
Note A-1 Subordinate Component, prior to being allocated (to the extent
allocable to the PA Pari Passu Note A-1 Senior Component under the Pacific Arts
Plaza Intercreditor Agreement) to any Class of Sequential Pay Certificates, any
Realized Losses with respect to the WB Component Mortgage Loan will first be
allocated to the WB Subordinate Component, prior to being allocated (to the
extent allocable to the WB Senior Component under the Pooling and Servicing
Agreement) to any Class of Sequential Pay Certificates. If any portion of such
deficit remains at such time as the Certificate Balances of such Classes of
Certificates are reduced to zero, then the respective Certificate Balances of
the Class A-1 Certificates, Class A-2 Certificates, Class A-3A Certificates,
Class A-3B Certificates, Class A-SB Certificates and Class A-4 Certificates
will be reduced, pro rata in accordance with the relative sizes of the
remaining Certificate Balances of such Classes until such deficit (or each such
Certificate Balance) is reduced to zero. Any such deficit will, in general, be
the result of Realized Losses incurred in respect of the Mortgage Loans and/or
Additional Trust Fund Expenses to the extent paid from funds which would
otherwise have been used to make distributions of principal. Accordingly, the
foregoing reductions in the Certificate Balances of the respective Classes of
the Sequential Pay Certificates will constitute an allocation of any such
Realized Losses and Additional Trust Fund Expenses.


EXCESS INTEREST DISTRIBUTION ACCOUNT

     The Trustee is required to establish and maintain the Excess Interest
Distribution Account (which may be a sub-account of the Distribution Account)
in the name of the Trustee for the benefit of the Class V Certificateholders.
Prior to the applicable Distribution Date, the Master Servicer is required to
remit to the Trustee for deposit into the Excess Interest Distribution Account
an amount equal to the Excess Interest received during the related Collection
Period. Amounts on deposit in the Excess Interest Distribution Account may be
invested only in Permitted Investments. The Trustee will have no obligation to
invest the funds on deposit in the Excess Interest Distribution Account.


INTEREST RESERVE ACCOUNT

     The Master Servicer will be required to establish and maintain the
Interest Reserve Account (which may be a sub-account of the Certificate
Account) in the name of the Trustee for the benefit of the holders of the
Certificates. On each Master Servicer Remittance Date occurring in February and
in January of any year which is not a leap year, an amount will be required to
be withdrawn from


                                     S-140


the Certificate Account, in respect of each Mortgage Loan, other than the PA
Pari Passu Note A-1 Subordinate Component and the WB Subordinate Component,
that accrues interest on an Actual/360 Basis, for deposit into the Interest
Reserve Account, equal to one day's interest at the related Net Mortgage Rate
on the respective Stated Principal Balance, as of the Distribution Date in the
month preceding the month in which such Master Servicer Remittance Date occurs,
of each such Mortgage Loan, to the extent a Monthly Payment or P&I Advance is
made in respect thereof (all amounts so withdrawn in any consecutive January
(if applicable) and February, the "Withheld Amount"). On each Master Servicer
Remittance Date occurring in March, the Master Servicer will be required to
withdraw from the Interest Reserve Account an amount equal to the Withheld
Amounts from the preceding January (if applicable) and February, if any, and
deposit such amount into the Certificate Account. The Master Servicer may
invest amounts on deposit in the Interest Reserve Account in Permitted
Investments for its own account.

P&I ADVANCES

     With respect to each Distribution Date, the Master Servicer will be
obligated, subject to the recoverability determination described below, to make
P&I Advances out of its own funds or, subject to the replacement thereof as and
to the extent provided in the Pooling and Servicing Agreement, funds held in
the Certificate Account (or, with respect to each Serviced Whole Loan, the
separate custodial account created with respect thereto) that are not required
to be part of the Available Distribution Amount for such Distribution Date, in
an amount generally equal to the aggregate of all Monthly Payments (other than
Balloon Payments and Excess Interest) and any Assumed Monthly Payments, in each
case net of related Master Servicing Fees that were due or deemed due, as the
case may be, in respect of the Mortgage Loans or Whole Loans during the related
Collection Period and that were not paid by or on behalf of the related
borrowers or otherwise collected as of the close of business on the business
day prior to the Master Servicer Remittance Date. The Master Servicer's
obligations to make P&I Advances in respect of any Mortgage Loan will continue
through liquidation of such Mortgage Loan or disposition of any REO Property
acquired in respect thereof. Notwithstanding the foregoing, if it is determined
that an Appraisal Reduction Amount (as defined below) exists with respect to
any Required Appraisal Loan (as defined below), then, with respect to the
Distribution Date immediately following the date of such determination and with
respect to each subsequent Distribution Date for so long as such Appraisal
Reduction Amount exists, in the event of subsequent delinquencies on such
Mortgage Loan, the interest portion of the P&I Advance required to be made in
respect of such Mortgage Loan will be reduced (no reduction to be made in the
principal portion, however) to an amount equal to the product of (i) the amount
of the interest portion of such P&I Advance that would otherwise be required to
be made for such Distribution Date without regard to this sentence, multiplied
by (ii) a fraction (expressed as a percentage), the numerator of which is equal
to the Stated Principal Balance of such Mortgage Loan, net of such Appraisal
Reduction Amount, and the denominator of which is equal to the Stated Principal
Balance of such Mortgage Loan. The Master Servicer will not be required to make
a P&I Advance with respect to the Pacific Arts Plaza Pari Passu Note A-2 during
any period that any such note is not then included in a securitization trust.
Neither the Trustee nor the Fiscal Agent will be required to make any P&I
Advance with respect to the Pacific Arts Plaza Pari Passu Note A-2. See
"Description of the Certificates--Appraisal Reductions" in this prospectus
supplement. Subject to the recoverability determination described below, if the
Master Servicer fails to make a required P&I Advance, then the Trustee or the
Fiscal Agent will be required to make such P&I Advance. See "The Trustee--The
Trustee and the Fiscal Agent" in this prospectus supplement.

     The Master Servicer, the Trustee and the Fiscal Agent will each be
entitled to recover any P&I Advance made out of its own funds from any Related
Proceeds (or, with respect to the Pacific Arts Plaza Pari Passu Note A-2, from
the custodial account maintained with respect to the Pacific Arts Plaza Whole
Loan, respectively). Notwithstanding the foregoing, none of the Master
Servicer, the Trustee or the Fiscal Agent will be obligated to make any P&I
Advance if it determines in its reasonable good faith judgment that such a P&I
Advance would be a Nonrecoverable P&I Advance. The Trustee and the Fiscal Agent
will be entitled to rely on any non-recoverability determination


                                     S-141


made by the Master Servicer and the Trustee, the Fiscal Agent and Master
Servicer will conclusively rely on and be bound by the non-recoverability
determination made by the Special Servicer provided that the Master Servicer,
the Trustee or Fiscal Agent, as applicable, has notice of such determination.
None of the Master Servicer, the Trustee or the Fiscal Agent will make a P&I
Advance for Excess Interest or a Prepayment Premium. The Master Servicer, the
Special Servicer, the Trustee and the Fiscal Agent, as applicable, will be
entitled to recover any Advance that at any time is determined to be a
Nonrecoverable Advance (and interest thereon) out of funds received on or in
respect of other Mortgage Loans. Upon the determination that a previously made
Advance is a Nonrecoverable Advance, instead of obtaining reimbursement out of
general collections immediately, the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent, as applicable, may, in its sole discretion, elect
to obtain reimbursement for such Nonrecoverable Advance over time and the
unreimbursed portion of such Advance will accrue interest at the Reimbursement
Rate. If such an election to obtain reimbursement over time is made, the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as applicable,
will, during the first six months after such nonrecoverability determination
was made, only seek reimbursement for such Nonrecoverable Advance from
collections of principal (with such Nonrecoverable Advances being reimbursed
before Workout-Delayed Reimbursement Amounts (as defined below)). After such
initial six months, the Master Servicer, the Special Servicer, the Trustee or
the Fiscal Agent, as applicable, may continue to seek reimbursement for such
Nonrecoverable Advance solely from collections of principal or may seek
reimbursement for such Nonrecoverable Advance from general collections, in each
case for a period of time not to exceed an additional six months (with such
Nonrecoverable Advances being reimbursed before Workout-Delayed Reimbursement
Amounts). In the event that the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent, as applicable, wishes to seek reimbursement over
time after the second six-month period discussed in the preceding sentence,
then the Master Servicer, the Special Servicer, Trustee or the Fiscal Agent, as
applicable, may continue to seek reimbursement for such Nonrecoverable Advance
solely from collections of principal or may seek reimbursement for such
Nonrecoverable Advance from general collections, in either case for such a
longer period of time as agreed to by the Master Servicer, the Special
Servicer, the Trustee or the Fiscal Agent, as applicable, and the Directing
Certificateholder, each in its sole discretion (with such Nonrecoverable
Advances being reimbursed before Workout-Delayed Reimbursement Amounts).
Notwithstanding the foregoing, at any time after such a determination to obtain
reimbursement over time, the Master Servicer, the Special Servicer, the Trustee
or the Fiscal Agent, as applicable, may, in its sole discretion, decide to
obtain reimbursement immediately. The fact that a decision to recover such
Nonrecoverable Advances over time, or not to do so, benefits some Classes of
Certificateholders to the detriment of other Classes will not, with respect to
the Master Servicer, constitute a violation of the Servicing Standard and/or
with respect to the Trustee, constitute a violation of any fiduciary duty to
Certificateholders or contractual duty under the Pooling and Servicing
Agreement. The Master Servicer, the Special Servicer, the Trustee or the Fiscal
Agent, as applicable, will give each Rating Agency three weeks prior notice of
its intent to obtain reimbursement of Nonrecoverable Advances from general
collections as described above unless (1) the Master Servicer or Special
Servicer (or the Trustee or the Fiscal Agent, if applicable) determines in its
sole discretion that waiting 15 days after such a notice could jeopardize the
Master Servicer's or the Special Servicer's (or the Trustee's or the Fiscal
Agent's, if applicable) ability to recover Nonrecoverable Advances, (2) changed
circumstances or new or different information becomes known to the Master
Servicer or Special Servicer (or Trustee, if applicable) that could affect or
cause a determination of whether any Advance is a Nonrecoverable Advance,
whether to defer reimbursement of a Nonrecoverable Advance or the determination
in clause (1) above, or (3) the Master Servicer or Special Servicer has not
timely received from the Trustee information requested by the Master Servicer
or Special Servicer to consider in determining whether to defer reimbursement
of a Nonrecoverable Advance; provided that, if clause (1), (2) or (3) apply,
the Master Servicer or Special Servicer (or the Trustee's or the Fiscal
Agent's, if applicable) will give each Rating Agency notice of an anticipated
reimbursement to it of Nonrecoverable Advances from amounts in the Certificate
Account allocable to interest on the Mortgage Loans as soon as reasonably
practicable in such circumstances. The Master Servicer or Special Servicer (or
the


                                     S-142


Trustee's or the Fiscal Agent's, if applicable) will have no liability for any
loss, liability or expense resulting from any notice provided to each Rating
Agency contemplated by the immediately preceding sentence.

     If the Master Servicer, Special Servicer, the Trustee or the Fiscal Agent,
as applicable, is reimbursed out of general collections for any unreimbursed
Advances that are determined to be Nonrecoverable Advances (together with any
interest accrued and payable thereon), then (for purposes of calculating
distributions on the Certificates) such reimbursement and payment of interest
will be deemed to have been made: first, out of the Principal Distribution
Amount, which, but for its application to reimburse a Nonrecoverable Advance
and/or to pay interest thereon, would be included in the Available Distribution
Amount for any subsequent Distribution Date, and second, out of other amounts
which, but for their application to reimburse a Nonrecoverable Advance and/or
to pay interest thereon, would be included in the Available Distribution Amount
for any subsequent Distribution Date.

     If and to the extent that any payment is deemed to be applied as
contemplated in the paragraph above to reimburse a Nonrecoverable Advance or to
pay interest thereon, then the Principal Distribution Amount for such
Distribution Date will be reduced, to not less than zero, by the amount of such
reimbursement. If and to the extent (i) any Advance is determined to be a
Nonrecoverable Advance, (ii) such Advance and/or interest thereon is reimbursed
out of the Principal Distribution Amount as contemplated above and (iii) the
particular item for which such Advance was originally made is subsequently
collected out of payments or other collections in respect of the related
Mortgage Loan, then the Principal Distribution Amount for the Distribution date
that corresponds to the Due Period in which such item was recovered will be
increased by an amount equal to the lesser of (A) the amount of such item and
(B) any previous reduction in the Principal Distribution Amount for a prior
Distribution Date as contemplated in the paragraph above resulting from the
reimbursement of the subject Advance and/or the payment of interest thereon.

     If one or more unreimbursed Workout-Delayed Reimbursement Amounts exist,
then such Workout-Delayed Reimbursement Amounts will be reimbursable only from
amounts in the Certificate Account that represent collections of principal on
the Mortgage Loans; provided, however, that on any Distribution Date when (1)
less than 10% of the initial aggregate Stated Principal Balance of the Mortgage
Pool is outstanding and (2) the sum of the aggregate unpaid Nonrecoverable
Advances plus the aggregate unpaid Workout-Delayed Reimbursement Amounts, which
have not been reimbursed to the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent, as applicable, exceeds 20% of the aggregate Stated
Principal Balance of the Mortgage Pool then outstanding, then the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as applicable,
may obtain reimbursement of any outstanding Workout-Delayed Reimbursement
Amount from principal collections or any other amounts in the Certificate
Account, including but not limited to interest collected on the Mortgage Loans,
if principal is not sufficient to pay such amounts; provided, further, however,
that the foregoing will not in any manner limit the right of the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as applicable,
to choose voluntarily to seek reimbursement of Workout-Delayed Reimbursement
Amounts solely from collections of principal. The Master Servicer, the Special
Servicer, the Trustee or the Fiscal Agent, as applicable, will give each Rating
Agency three weeks prior notice of its intent to obtain reimbursement of
Workout-Delayed Reimbursement Amounts from interest collections as described in
the preceding sentence. As used in the second preceding sentence,
"Workout-Delayed Reimbursement Amount" means, with respect to any Mortgage
Loan, the amount of any Advance made with respect to such Mortgage Loan on or
before the date such Mortgage Loan becomes (or, but for the making of three
monthly payments under its modified terms, would then constitute) a Corrected
Mortgage Loan, together with (to the extent accrued and unpaid) interest on
such Advances, to the extent that (i) such Advance is not reimbursed to the
person who made such Advance on or before the date, if any, on which such
Mortgage Loan becomes a Corrected Mortgage Loan and (ii) the amount of such
Advance becomes an obligation of the related borrower to pay such amount under
the terms of the modified loan documents. That any amount constitutes all or a
portion of any Workout-Delayed Reimbursement Amount will not in any manner
limit the right of


                                     S-143


any person hereunder to determine that such amount instead constitutes a
Nonrecoverable Advance recoverable in the same manner as any other
Nonrecoverable Advance. See "Description of the Certificates--Advances in
Respect of Delinquencies" and "The Pooling and Servicing
Agreements--Certificate Account" in the accompanying prospectus.

     The Master Servicer, the Trustee and the Fiscal Agent will each be
entitled with respect to any Advance made thereby, and the Special Servicer
will be entitled with respect to any Servicing Advance made thereby, to
interest accrued on the amount of such Advance for so long as it is outstanding
at the Reimbursement Rate except that no interest will be payable with respect
to any P&I Advance of a payment due on a Mortgage Loan during the applicable
grace period. Such Advance Interest on any Advance will be payable to the
Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as the
case may be, first, out of Default Charges collected on the related Mortgage
Loan and, second, at any time coinciding with or following the reimbursement of
such Advance, out of any amounts then on deposit in the Certificate Account. To
the extent not offset by Default Charges accrued and actually collected on the
related Mortgage Loan as described above, interest accrued on outstanding
Advances will result in a reduction in amounts payable on the Certificates.

APPRAISAL REDUCTIONS

     Promptly following the occurrence of any Appraisal Trigger Event with
respect to any Required Appraisal Loan, the Special Servicer will be required
to obtain (or, if such Mortgage Loan or Serviced Whole Loan has a Stated
Principal Balance of $2,000,000 or less, at its discretion, conduct) an
appraisal of the related Mortgaged Property from an independent MAI-designated
appraiser, unless such an appraisal had previously been obtained (or if
applicable, conducted) within the prior twelve months and there has been no
subsequent material change in the circumstances surrounding the related
Mortgaged Property that, in the Special Servicer's judgment, would materially
affect the value of the Mortgaged Property, and will deliver a copy of such
appraisal to the Trustee, the Master Servicer and the Directing
Certificateholder, the PA Pari Passu Note A-1 Controlling Holder (only if the
PA Pari Passu Note A-1 Component Mortgage Loan has become a Required Appraisal
Loan), and the WB Controlling Holder (only if the WB Component Mortgage Loan
has become a Required Appraisal Loan). If such appraisal is obtained from a
qualified appraiser, the cost of such appraisal will be covered by, and
reimbursable as a Servicing Advance. As a result of any such appraisal, it may
be determined that an Appraisal Reduction Amount exists with respect to the
related Required Appraisal Loan.

     If the Special Servicer has not obtained a new appraisal (or performed an
internal valuation, if applicable) within the time limit described above, the
Appraisal Reduction Amount for the related Mortgage Loan will equal 25% of the
principal balance of such Mortgage Loan, to be adjusted upon receipt of the new
appraisal (or internal valuation, if applicable).

     For so long as any Mortgage Loan, Serviced Whole Loan or REO Loan remains
a Required Appraisal Loan, the Special Servicer is required, within 30 days of
each anniversary of such Mortgage Loan having become a Required Appraisal Loan,
to obtain (or, if such Required Appraisal Loan has a Stated Principal Balance
of $2,000,000 or less, at its discretion, conduct) an update of the prior
appraisal, and will deliver a copy of such update to the Trustee, the Master
Servicer, the Directing Certificateholder, the PA Pari Passu Note A-1
Controlling Holder (only if such Required Appraisal Loan is the PA Pari Passu
Note A-1 Component Mortgage Loan) and the WB Controlling Holder (only if such
Required Appraisal Loan is the WB Component Mortgage Loan). If such update is
obtained from a qualified appraiser, the cost thereof will be covered by, and
be reimbursed as, a Servicing Advance. Promptly following the receipt of, and
based upon, such update, the Special Servicer will redetermine and report to
the Trustee, the Master Servicer and the Directing Certificateholder and, if
applicable, the PA Pari Passu Note A-1 Controlling Holder and the WB
Controlling Holder the then applicable Appraisal Reduction Amount, if any, with
respect to the subject Required Appraisal Loan.

     The Directing Certificateholder with respect to the Mortgage Loans, other
than the PA Pari Passu Note A-1 Component Mortgage Loan during a period in
which no PA Pari Passu Note A-1


                                     S-144


Control Appraisal Period exists and the WB Component Mortgage Loan during a
period in which no WB Control Appraisal Period exists, will have the right at
any time within six months of the date of the receipt of any appraisal to
require that the Special Servicer obtain a new appraisal of the subject
Mortgaged Property in accordance with MAI standards, at the expense of the
Directing Certificateholder. Upon receipt of such appraisal the Special
Servicer will deliver a copy thereof to the Trustee, the Master Servicer and
the Directing Certificateholder. Promptly following the receipt of, and based
upon, such appraisal, the Special Servicer will redetermine and report to the
Trustee, the Master Servicer and the Directing Certificateholder the then
applicable Appraisal Reduction Amount, if any, with respect to the subject
Required Appraisal Loan.

     Each of the PA Pari Passu Note A-1 Controlling Holder and the WB
Controlling Holder, as applicable, will have the right, at its expense at any
time within six months of the date of the receipt of any appraisal to require
that the Special Servicer obtain a new appraisal of the related Mortgaged
Property in accordance with MAI standards. Upon receipt of such appraisal the
Special Servicer will deliver a copy thereof to the Trustee, the Master
Servicer, the Directing Certificateholder, the PA Pari Passu Note A-1
Controlling Holder and the WB Controlling Holder, as applicable. Promptly
following the receipt of, and based upon, such appraisal, the Special Servicer
will redetermine and report to the Trustee, the Master Servicer, the Directing
Certificateholder, the PA Pari Passu Note A-1 Controlling Holder and the WB
Controlling Holder, as applicable, the then applicable Appraisal Reduction
Amount, if any, with respect to the subject Required Appraisal Loan.

     Each Serviced Whole Loan will be treated as a single Mortgage Loan for
purposes of calculating an Appraisal Reduction Amount with respect to the
mortgage loans that comprise that Serviced Whole Loan. Any Appraisal Reduction
Amount in respect of the Pacific Arts Plaza Whole Loan will be allocated first
to the PA Pari Passu Note A-1 Subordinate Component and any remaining amount
that exceeds the aggregate balance of the PA Pari Passu Note A-1 Subordinate
Component will be allocated to the PA Pari Passu Note A-1 Senior Portion and
the Pacific Arts Plaza Pari Passu Note A-2, pro rata. Any Appraisal Reduction
Amount in respect of the WB Component Mortgage Loan will be allocated first to
the WB Subordinate Component and any remaining amount that exceeds the
aggregate balance of the WB Subordinate Component will be allocated to the WB
Senior Component.

REPORTS TO CERTIFICATEHOLDERS; CERTAIN AVAILABLE INFORMATION

     Trustee Reports. On each Distribution Date, the Trustee will be required
to make available to any interested party, a statement (a "Distribution Date
Statement") based upon information provided by the Master Servicer in
accordance with Commercial Mortgage Securities Association guidelines setting
forth, among other things:

       (1) A statement setting forth, among other things: (i) the amount of
   distributions, if any, made on such Distribution Date to the holders of
   each Class of REMIC II Certificates and applied to reduce the respective
   Certificate Balances thereof; (ii) the amount of distributions, if any,
   made on such Distribution Date to the holders of each Class of REMIC II
   Certificates allocable to Distributable Certificate Interest and Prepayment
   Premiums; (iii) the Available Distribution Amount for such Distribution
   Date; (iv) the aggregate amount of P&I Advances made in respect of the
   immediately preceding Determination Date, the aggregate amount of P&I
   Advances made as of the Master Servicer Remittance Date ("Payment After
   Determination Date Report"), the aggregate amount of P&I Advances and other
   Servicing Advances made in respect of the immediately preceding
   Distribution Date; (v) the aggregate Stated Principal Balance of the
   Mortgage Pool (less the Principal Balance(s) of the PA Pari Passu Note A-1
   Subordinate Component and the WB Subordinate Component) outstanding
   immediately before and immediately after such Distribution Date; (vi) the
   number, aggregate principal balance, weighted average remaining term to
   maturity and weighted average Mortgage Rate of the Mortgage Pool as of the
   end of the Collection Period for the prior Determination Date; (vii) as of
   the end of the Collection Period for the immediately preceding Distribution
   Date, the number and aggregate ending scheduled principal balance of
   Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C)
   delinquent 90 days or more, (D) as to which foreclosure


                                     S-145


   proceedings have been commenced (except with respect to REO Properties) and
   (E) any bankruptcy by a borrower; (viii) with respect to any REO Property
   included in the Trust Fund as of the end of the Collection Period for such
   Distribution Date, the principal balance of the Mortgage Loan as of the
   date such Mortgage Loan became delinquent; (ix) the Accrued Certificate
   Interest and Distributable Certificate Interest in respect of each Class of
   REMIC II Certificates for such Distribution Date; (x) the aggregate amount
   of Distributable Certificate Interest payable in respect of each Class of
   REMIC II Certificates on such Distribution Date, including, without
   limitation, any Distributable Certificate Interest remaining unpaid from
   prior Distribution Dates; (xi) any unpaid Distributable Certificate
   Interest in respect of such Class of REMIC II Certificates after giving
   effect to the distributions made on such Distribution Date; (xii) the
   Pass-Through Rate for each Class of REMIC II Certificates for such
   Distribution Date; (xiii) the Principal Distribution Amount for such
   Distribution Date, separately identifying the respective components of such
   amount; (xiv) the aggregate of all Realized Losses incurred during the
   related Collection Period and all Additional Trust Fund Expenses incurred
   during the related Collection Period; (xv) the Certificate Balance or
   Notional Amount, as the case may be, of each Class of REMIC II Certificates
   outstanding immediately before and immediately after such Distribution
   Date, separately identifying any reduction therein due to the allocation of
   Realized Losses and Additional Trust Fund Expenses on such Distribution
   Date; (xvi) the aggregate amount of servicing fees paid to the Master
   Servicer and the Special Servicer, collectively and separately, during the
   Collection Period for the prior Distribution Date; (xvii) a brief
   description of any material waiver, modification or amendment of any
   Mortgage Loan entered into by the Master Servicer or Special Servicer
   pursuant to the Pooling and Servicing Agreement during the related
   Collection Period; (xviii) current and cumulative outstanding Advances;
   (xix) current prepayments and curtailments; (xx) the number and aggregate
   principal balance of Mortgage Loans as to which foreclosure proceedings
   have been commenced as to the related Mortgaged Property; (xxi) the ratings
   from all Rating Agencies for all Classes of Certificates; (xxii) the
   amounts, if any, distributed with respect to the Class PA Certificates and
   the Class WB Certificates on such Distribution Date; and (xxiii) the Stated
   Principal Balance(s) of the the PA Pari Passu Note A-1 Subordinate
   Component and the WB Subordinate Component. In the case of information
   furnished pursuant to clauses (i) and (ii) above, the amounts shall be
   expressed as a dollar amount in the aggregate for all Certificates of each
   applicable Class and per a specified denomination.

       (2) A report containing information regarding the Mortgage Loans as of
   the close of business on the immediately preceding Determination Date,
   which report will contain certain of the categories of information
   regarding the Mortgage Loans set forth in Annex A to this prospectus
   supplement in the tables under the caption "Certain Characteristics of the
   Mortgage Loans" (calculated, where applicable, on the basis of the most
   recent relevant information provided by the borrowers to the Master
   Servicer or the Special Servicer and by the Master Servicer or the Special
   Servicer, as the case may be, to the Trustee) and such information will be
   presented in a loan-by-loan and tabular format substantially similar to the
   formats utilized in this prospectus supplement on Annex A (provided that no
   information will be provided as to any repair and replacement or other cash
   reserve and the only financial information to be reported on an ongoing
   basis will be actual expenses, occupancy, actual revenues and actual net
   operating income for the respective Mortgaged Properties and a debt service
   coverage ratio calculated on the basis thereof).

     Servicer Reports. The Master Servicer is required to deliver to the
Trustee on the second business day following each Determination Date, and the
Trustee is to provide or make available on each Distribution Date, either in
electronic format or by first-class mail (if requested in writing) to each
Certificateholder, and any potential investor in the Certificates who certifies
its identity as such, on each Distribution Date, a CMSA loan setup file, a CMSA
loan periodic update file, a CMSA property file, and a CMSA financial file (in
electronic format and substance provided by the Master Servicer and/or the
Special Servicer) setting forth certain information with respect to the
Mortgage Loans and the Mortgaged Properties, and certain CMSA supplemental
reports set forth in the Pooling and Servicing Agreement containing certain
information regarding the Mortgage Loans and


                                     S-146


the Mortgaged Properties all of which will be made available electronically (i)
to any interested party including the Rating Agencies, the Underwriters and any
party to the Pooling and Servicing Agreement via the Trustee's Website or, (ii)
to authorized persons identified by the Trustee to the Master Servicer and
parties to the Pooling and Servicing Agreement, via the Master Servicer's
Website, if the Master Servicer elects to maintain a website, in its sole
discretion, with the use of a username and a password provided by the Master
Servicer to such Person upon delivery to the Trustee with a copy to the Master
Servicer of a certification in the form attached to the Pooling and Servicing
Agreement.

     The servicer reports will not include any information that the Master
Servicer or the Special Servicer, as applicable, deems to be confidential. The
information that pertains to Specially Serviced Mortgage Loans and REO
Properties reflected in such reports will be based solely upon the reports
delivered by the Special Servicer to the Master Servicer prior to the related
Distribution Date. 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 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.

     Within 60 days after receipt by the Master Servicer from the related
borrowers or otherwise, as to Non-Specially Serviced Mortgage Loans, and within
45 days after receipt by the Master Servicer from the Special Servicer or
otherwise, as to Specially Serviced Mortgage Loans and REO Properties, of any
annual operating statements or rent rolls with respect to any Mortgaged
Property or REO Property, the Master Servicer (or the Special Servicer, with
respect to Specially Serviced Mortgage Loans) will, based upon such operating
statements or rent rolls, prepare (or, if previously prepared, update) a report
(the "CMSA Operating Statement Analysis Report") and the Master Servicer will
remit a copy of each CMSA Operating Statement Analysis Report prepared or
updated by it (within 10 days following initial preparation and each update
thereof), together with, if so requested, the underlying operating statements
and rent rolls, to the Special Servicer in a format reasonably acceptable to
the Trustee and Special Servicer.

     Within 60 days after receipt by the Master Servicer (or 30 days in the
case of items received by the Special Servicer with respect to Specially
Serviced Mortgage Loans and REO Properties) of any quarterly or annual
operating statements with respect to any Mortgaged Property or REO Property,
the Master Servicer (or the Special Servicer, with respect to Specially
Serviced Mortgage Loans) will prepare or update and forward to the Special
Servicer and the Directing Certificateholder (in an electronic format
reasonably acceptable to the Special Servicer) a report (the "CMSA NOI
Adjustment Worksheet") to normalize the full year net operating income and debt
service coverage numbers for such Mortgaged Property or REO Property, together
with, if so requested, the related operating statements.

     All CMSA Operating Statement Analysis Reports and CMSA NOI Adjustment
Worksheets will be prepared substantially in the form as set forth in the
Pooling and Servicing Agreement and will be maintained by the Master Servicer
with respect to each Mortgaged Property and REO Property, and the Master
Servicer will forward electronic copies (to the extent available) to the
Directing Certificateholder, the Trustee upon request, each Rating Agency upon
request, and any Certificateholder, upon request, or to the extent a
Certificate Owner has confirmed its ownership interest in the Certificates held
thereby, such Certificate Owner, together with the related operating statement
or rent rolls. Each CMSA Operating Statement Analysis Report and CMSA NOI
Adjustment Worksheet will be prepared using normalized year-to-date CMSA
methodology as in effect on the Delivery Date and as modified and reasonably
agreeable to the Master Servicer from time to time. Conveyance of notices and
other communications by DTC to Participants, and by Participants to Certificate
Owners, will be governed by arrangements among them, subject to any statutory
or regulatory requirements as may be in effect from time to time. The Master
Servicer, the Special Servicer, the Trustee, the Depositor, the REMIC
Administrator, the Mortgage Loan Seller and the Certificate Registrar are
required to recognize as Certificateholders only those persons in whose names
the Certificates are registered on the books and records of the Certificate
Registrar.

     To the extent set forth in the Pooling and Servicing Agreement, the
Trustee will make available each month, to the general public, the Distribution
Date Statement (and any additional files


                                     S-147


containing the same information in an alternative format), the servicer
reports, Mortgage Loan information as presented in the CMSA loan setup file,
CMSA loan periodic update file, all other CMSA reports provided to it by the
Master Servicer and any other item at the request of the Depositor to any
interested party via the Trustee's Website initially located at
"www.etrustee.net". In addition, pursuant to the Pooling and Servicing
Agreement, the Trustee will make available, as a convenience to the general
public (and not in furtherance of the distribution of the accompanying
prospectus or the prospectus supplement under the securities laws), the Pooling
and Servicing Agreement, the accompanying prospectus and the prospectus
supplement via the Trustee's Website. For assistance with the above-referenced
services, interested parties may call (312) 904-0708. The Trustee will make no
representations or warranties as to the accuracy or completeness of such
documents and will assume no responsibility therefor.

     In connection with providing access to the Trustee's Website, the Trustee
may require registration and the acceptance of a disclaimer. The Trustee will
not be liable for the dissemination of information in accordance with the
Pooling and Servicing Agreement.

     For a discussion of certain annual information reports to be furnished by
the Trustee to persons who at any time during the prior calendar year were
holders of the Offered Certificates, see "Description of the
Certificates--Reports to Certificateholders" in the accompanying prospectus.

     Other Information. The Pooling and Servicing Agreement requires that the
Trustee make available at its offices, during normal business hours, upon
reasonable advance written notice, for review by any holder or Certificate
Owner of an Offered Certificate or any person identified to the Trustee by any
such holder or Certificate Owner as a prospective transferee of an Offered
Certificate or any interest therein, originals or copies of, among other
things, the following items to the extent in its possession: (a) all officer's
certificates delivered to the Trustee since the Delivery Date as described
under "Servicing of the Mortgage Loans--Evidence as to Compliance" in this
prospectus supplement, (b) all accountant's reports delivered to the Trustee
since the Delivery Date as described under "Servicing of the Mortgage
Loans--Evidence as to Compliance" in this prospectus supplement, and (c) the
Mortgage Note, Mortgage and other legal documents relating to each Mortgage
Loan, including any and all modifications, waivers and amendments of the terms
of a Mortgage Loan entered into by the Master Servicer or the Special Servicer
and delivered to the Trustee. In addition, the Master Servicer is required to
make available, during normal business hours, upon reasonable advance written
notice, for review by any holder or Certificate Owner of an Offered Certificate
(as confirmed to the Master Servicer by the Trustee) or any person identified
to the Master Servicer by the Trustee as a prospective transferee of an Offered
Certificate or any interest therein, originals or copies of any and all
documents (in the case of documents generated by the Special Servicer, to the
extent received therefrom) that constitute the servicing file for each Mortgage
Loan, in each case except to the extent the Master Servicer in its reasonable,
good faith determination believes that any item of information contained in
such servicing file is of a nature that it should be conveyed to all
Certificateholders at the same time, in which case the Master Servicer is
required, as soon as reasonably possible following its receipt of any such item
of information, to disclose such item of information to the Trustee for
inclusion by the Trustee along with the Distribution Date Statement referred to
under "Description of the Certificates--Reports to Certificateholders; Certain
Available Information--Trustee Reports" in this prospectus supplement; provided
that, until the Trustee has either disclosed such information to all
Certificateholders along with the Distribution Date Statement or has properly
filed such information with the Securities and Exchange Commission on behalf of
the Trust under the Securities Exchange Act of 1934, the Master Servicer is
entitled to withhold such item of information from any Certificateholder or
Certificate Owner or prospective transferee of a Certificate or an interest
therein; and, provided, further, that the Master Servicer is not required to
make information contained in any servicing file available to any person to the
extent that doing so is prohibited by applicable law or by any documents
related to a Mortgage Loan.

     The Trustee, subject to the last sentence of the prior paragraph, will
make available, upon reasonable advance written notice and at the expense of
the requesting party, originals or copies of the items referred to in the prior
paragraph that are maintained thereby, to Certificateholders, Certificate
Owners and prospective purchasers of Certificates and interests therein;
provided that the


                                     S-148


Trustee may require (a) in the case of a Certificate Owner, a written
confirmation executed by the requesting person or entity, in a form reasonably
acceptable to the Trustee generally to the effect that such person or entity is
a beneficial owner of Offered Certificates and will keep such information
confidential, and (b) in the case of a prospective purchaser, confirmation
executed by the requesting person or entity, in a form reasonably acceptable to
the Trustee generally to the effect that such person or entity is a prospective
purchaser of Offered Certificates or an interest therein, is requesting the
information solely for use in evaluating a possible investment in such
Certificates and will otherwise keep such information confidential.
Certificateholders, by the acceptance of their Certificates, will be deemed to
have agreed to keep such information confidential.


VOTING RIGHTS

     At all times during the term of the Pooling and Servicing Agreement, 98%
of the voting rights for the Certificates will be allocated among the holders
of the respective Classes of Sequential Pay Certificates in proportion to the
Certificate Balances of their Certificates and 2% of the voting rights will be
allocated to the holders of the Class XC and Class XP Certificates (allocated,
pro rata, between the Class XC and Class XP Certificates based on Notional
Amount) in proportion to their Notional Amounts. No voting rights will be
assigned to the Class V Certificates, the Class PA Certificates, the Class WB
Certificates or the REMIC Residual Certificates. See "Description of the
Certificates--Voting Rights" in the accompanying prospectus.


TERMINATION

     The obligations created by the Pooling and Servicing Agreement will
terminate following the earliest of (i) the final payment (or advance in
respect thereof) or other liquidation of the last Mortgage Loan or related REO
Property remaining in the Trust Fund or (ii) the purchase of all of the
Mortgage Loans and REO Properties remaining in the Trust Fund by the Master
Servicer, Special Servicer or by any holder or holders (other than the
Depositor or the Mortgage Loan Sellers) of Certificates representing a majority
interest in the Controlling Class. Written notice of termination of the Pooling
and Servicing Agreement will be given to each Certificateholder, and the final
distribution with respect to each Certificate will be made only upon surrender
and cancellation of such Certificate at the office of the Certificate Registrar
or other location specified in such notice of termination.

     Any such purchase by the Master Servicer, Special Servicer or the majority
holder(s) of the Controlling Class of all the Mortgage Loans and REO Properties
remaining in the Trust Fund is required to be made at a price equal to (a) the
sum of (i) the aggregate Purchase Price of all the Mortgage Loans that
constitute the Initial Pool Balance then included in the Trust Fund (other than
any Mortgage Loans as to which the related Mortgaged Properties have become REO
Properties) and (ii) the fair market value of all REO Properties then included
in the Trust Fund, as determined by an appraiser mutually agreed upon by the
Master Servicer and the Trustee, minus (b) (solely in the case of a purchase by
the Master Servicer) the aggregate of all amounts payable or reimbursable to
the Master Servicer under the Pooling and Servicing Agreement. Such purchase
will effect early retirement of the then outstanding Certificates, but the
right of the Master Servicer, Special Servicer or the majority holder(s) of the
Controlling Class to effect such termination is subject to the requirement that
the then aggregate Stated Principal Balance of the Mortgage Pool be less than
1.0% of the Initial Pool Balance as of the Delivery Date. The purchase price
paid by the Master Servicer, Special Servicer or the majority holder(s) of the
Controlling Class, exclusive of any portion thereof payable or reimbursable to
any person other than the Certificateholders, will constitute part of the
Available Distribution Amount for the final Distribution Date.

     On the final Distribution Date, the aggregate amount paid by any Special
Servicer or the Master Servicer, as the case may be, for the Mortgage Loans and
other assets in the Trust Fund (if the Trust Fund is to be terminated as a
result of the purchase described in the preceding paragraph), together with all
other amounts on deposit in the Certificate Account and not otherwise payable
to a person other than the Certificateholders (see "Description of the Pooling
and Servicing Agreements-- Certificate Account" in the accompanying
prospectus), will be applied generally as described under "--Distributions"
above.


                                     S-149


     Any termination by the Special Servicer or the Master Servicer would
result in prepayment in full of the Certificates and would have an adverse
effect on the yield of the Class XC and Class XP Certificates because a
termination would have an effect similar to a principal prepayment in full of
the Mortgage Loans without the receipt of any Prepayment Premiums and, as a
result, investors in the Class XC and Class XP Certificates and any other
Certificates purchased at a premium might not fully recoup their initial
investment. See "Yield and Maturity Considerations" in this prospectus
supplement.
































                                     S-150


                       THE TRUSTEE AND THE FISCAL AGENT


THE TRUSTEE

     LaSalle Bank National Association ("LaSalle"), a national banking
association with its principal offices located in Chicago, Illinois, will act
as Trustee on behalf of the certificateholders. As compensation for its
services, the Trustee will be entitled to receive a fee payable from funds on
deposit in the Distribution Account. In addition, the Trustee will be obligated
to make any advance required to be made, but not made, by the Master Servicer
under the Pooling and Servicing Agreement (including a Servicing Advance, to
the extent the Trustee has actual knowledge of the failure of the Master
Servicer to make such Servicing Advance), provided that the Trustee will not be
obligated to make any advance that it determines to be nonrecoverable. The
Trustee will be entitled to rely conclusively on any determination by the
Master Servicer or the Special Servicer that an advance, if made, would be
nonrecoverable. The Trustee will be entitled to reimbursement (with interest
thereon at the Reimbursement Rate) for each advance made by it in the same
manner and to the same extent as, but prior to, the Master Servicer. The
corporate trust office of the Trustee is located at 135 South LaSalle Street,
Suite 1625 Chicago, Illinois 60603, Attention: Global Securities and Trust
Services Group--Banc of America Commercial Mortgage Inc. 2005-3.

     The Trustee will make no representation as to the validity or sufficiency
of the Pooling and Servicing Agreement, the Certificates, the Mortgage Loans or
related documents or the sufficiency of this prospectus supplement and will not
be accountable for the use or application by or on behalf of the Master
Servicer or the Special Servicer of any funds paid to the Master Servicer or
the Special Servicer in respect of the Certificates or the Mortgage Loans, or
any funds deposited into or withdrawn from the Certificate Account or any other
account maintained by or on behalf of the Master Servicer or the Special
Servicer. If no Event of Default has occurred and is continuing, the Trustee
will be required to perform only those duties specifically required under the
Pooling and Servicing Agreement. However, upon receipt of any of the various
resolutions, statements, opinions, reports, documents, orders or other
instruments required to be furnished to it pursuant to the Pooling and
Servicing Agreement, the Trustee will be required to examine such documents and
to determine whether they conform to the requirements of the Pooling and
Servicing Agreement (to the extent set forth therein) without responsibility
for investigating the contents thereof.

     LaSalle Bank National Association is rated "Aa3" by Moody's and "A+" by
S&P.

     The information set forth herein concerning the Trustee has been provided
by the Trustee and neither the Depositor nor any Underwriter makes any
representation or warranty as to the accuracy or completeness of such
information.

     Pursuant to the Pooling and Servicing Agreement, the Trustee will be
entitled to the Trustee Fee payable out of general collections on the Mortgage
Loans and any REO Properties. The Trustee Fee will be computed for the same
period for which interest payments on the Mortgage Loans are computed.

     The Trustee will also have certain duties as REMIC Administrator. See
"Certain Federal Income Tax Consequences--REMICs--Reporting and Other
Administrative Matters" and "The Pooling and Servicing Agreements-- Certain
Matters Regarding the Master Servicer, the Special Servicer, the REMIC
Administrator and the Depositor", "--Events of Default" and "--Rights Upon
Event of Default" in the accompanying prospectus.


THE FISCAL AGENT

     ABN AMRO Bank N.V., a banking corporation organized under the laws of The
Netherlands, will act as Fiscal Agent pursuant to the Pooling and Servicing
Agreement. The Fiscal Agent's office is located at 135 South LaSalle Street,
Suite 1625, Chicago, Illinois 60603.

     In the event that the Master Servicer and the Trustee fail to make a
required advance, the Fiscal Agent will be required to make such advance;
provided that the Fiscal Agent will not be obligated to


                                     S-151


make any advance that it determines to be nonrecoverable. The Fiscal Agent will
be entitled to rely conclusively on any determination by the Master Servicer or
the Trustee, as applicable, that an advance, if made, would be nonrecoverable.
The Fiscal Agent will conclusively rely on any determination, of which the
Fiscal Agent has notice, by the Special Servicer that an advance, if made,
would not be recoverable. The Fiscal Agent will be entitled to reimbursement
for each advance made by it in the same manner and to the same extent as, but
prior to, the Trustee and the Master Servicer.

     The Fiscal Agent will make no representation as to the validity or
sufficiency of the Pooling and Servicing Agreement, the certificates, the
Mortgage Loans or related documents or the sufficiency of this prospectus
supplement. The duties and obligations of the Fiscal Agent will consist only of
making advances as described in "Servicing of the Mortgage Loans--Servicing and
Other Compensation and Payment of Expenses" in this prospectus supplement. The
Fiscal Agent will not be liable except for the performance of such duties and
obligations.

     ABN AMRO Bank N.V. is rated "Aa3" by Moody's and "AA-" by S&P. The
information set forth herein concerning the Fiscal Agent has been provided by
the Fiscal Agent and neither the Depositor nor any Underwriter makes any
representation or warranty as to the accuracy or completeness of such
information.


INDEMNIFICATION

     The Trustee and the Fiscal Agent will be entitled to indemnification, from
amounts held in the Distribution Account, for any loss, liability, damages,
claim or expense arising in respect of the Pooling and Servicing Agreement or
the Certificates other than those resulting from the negligence, fraud, bad
faith or willful misconduct of the Trustee or the Fiscal Agent. Any such
indemnification payments will be Additional Trust Fund Expenses that will
reduce the amount available to be distributed to Certificateholders as
described under "Description of the Certificates--Subordination; Allocation of
Losses and Certain Expenses" in this prospectus supplement.


                       YIELD AND MATURITY CONSIDERATIONS


YIELD CONSIDERATIONS

     General. The yield on any Offered Certificate will depend on (a) the price
at which such Certificate is purchased by an investor and (b) the rate, timing
and amount of distributions on such Certificate. The rate, timing and amount of
distributions on any Offered Certificate will in turn depend on, among other
things, (v) the Pass-Through Rate for such Certificate, (w) the rate and timing
of principal payments (including principal prepayments) and other principal
collections on or in respect of the Mortgage Loans and the extent to which such
amounts are to be applied or otherwise result in reduction of the Certificate
Balance of the Class of Certificates to which such Certificate belongs, (x) the
rate, timing and severity of Realized Losses on or in respect of the Mortgage
Loans and of Additional Trust Fund Expenses and Appraisal Reductions and the
extent to which such losses, expenses and reductions are allocable to or
otherwise result in the nonpayment or deferred payment of interest on, or
reduction of the Certificate Balance or Notional Amount of, the Class of
Certificates to which such Certificate belongs, (y) the timing and severity of
any Net Aggregate Prepayment Interest Shortfalls and the extent to which such
shortfalls are allocable in reduction of the Distributable Certificate Interest
payable on the Class of Certificates to which such Certificate belongs and (z)
the extent to which Prepayment Premiums are collected and, in turn, distributed
on the Class of Certificates to which such Certificate belongs.

     Rate and Timing of Principal Payments. The yield to holders of any Class
of Offered Certificates that are Sequential Pay Certificates purchased at a
discount or premium will be affected by the rate and timing of reductions of
the Certificate Balances of such Class of Certificates. As described in this
prospectus supplement, the Principal Distribution Amount for each Distribution
Date will be distributable entirely in respect of the Class A-1 Certificates,
Class A-2 Certificates, Class A-3A Certificates, Class A-3B Certificates, Class
A-SB Certificates and Class A-4 Certificates until the


                                     S-152


related Certificate Balances thereof are reduced to zero. Following retirement
of the Class A-1 Certificates, Class A-2 Certificates, Class A-3A Certificates,
Class A-3B Certificates, Class A-SB Certificates and Class A-4 Certificates,
the Principal Distribution Amount for each Distribution Date will be
distributable entirely in respect of the remaining Classes of Sequential Pay
Certificates, sequentially in order of Class designation, in each such case
until the related Certificate Balance is reduced to zero. With respect to the
Class A-SB Certificates, the extent to which the planned balances are achieved
and the sensitivity of the Class A-SB Certificates to principal prepayments on
the Mortgage Loans will depend in part on the period of time during which the
Class A-1, Class A-2, Class A-3A and Class A-3B Certificates remain
outstanding. In particular, once such Classes of Certificates are no longer
outstanding, any remaining portion on any Distribution Date of the Principal
Distribution Amount (in accordance with the priorities described under
"Description of the Certificates--Distributions--Application of the Available
Distribution Amount"), will be distributed on the Class A-SB Certificates until
the Certificate Balance of the Class A-SB Certificates is reduced to zero. As
such, the Class A-SB Certificates will become more sensitive to the rate of
prepayments on the Mortgage Loans than they were when the Class A-1, Class A-2,
Class A-3A and Class A-3B Certificates were outstanding.


     In light of the foregoing, the rate and timing of reductions of the
Certificate Balance of each Class of Offered Certificates will depend on the
rate and timing of principal payments on or in respect of the Mortgage Loans,
which will in turn be affected by the amortization schedules thereof, the dates
on which any Balloon Payments are due and the rate and timing of principal
prepayments and other unscheduled collections thereon (including for this
purpose, collections made in connection with liquidations of Mortgage Loans due
to defaults, casualties or condemnations affecting the Mortgaged Properties, or
purchases of Mortgage Loans out of the Trust Fund). Prepayments and, assuming
the respective stated Maturity Dates therefor have not occurred, liquidations
of the Mortgage Loans will result in distributions on the Sequential Pay
Certificates of amounts that would otherwise be distributed over the remaining
terms of the Mortgage Loans and will tend to shorten the weighted average lives
of those Certificates. Defaults on the Mortgage Loans, particularly in the case
of Balloon Loans at or near their stated Maturity Dates, may result in
significant delays in payments of principal on the Mortgage Loans (and,
accordingly, on the Sequential Pay Certificates) while workouts are negotiated
or foreclosures are completed, and such delays will tend to lengthen the
weighted average lives of those Certificates. Failure of the borrower under the
ARD Loan to repay its respective Mortgage Loan by or shortly after its
Anticipated Repayment Date, for whatever reason, will also tend to lengthen the
weighted average lives of the Sequential Pay Certificates. Although the ARD
Loan includes incentives for the related borrower to repay the Mortgage Loan by
its Anticipated Repayment Date (e.g., an increase in the interest rate of the
loan above the Mortgage Rate and the application of all excess cash (net of
approved property expenses and any required reserves) from the related
Mortgaged Property to pay down the Mortgage loan, in each case following the
passage of such date), there can be no assurance that the related borrower will
want, or be able, to repay the Mortgage Loan in full. See "Servicing of the
Mortgage Loans--Modifications, Waivers, Amendments and Consents" in this
prospectus supplement and "The Pooling and Servicing Agreements--Realization
Upon Defaulted Mortgage Loans" and "Certain Legal Aspects of Mortgage
Loans--Foreclosure" in the accompanying prospectus.


     The extent to which the yield to maturity of any Class of Offered
Certificates may vary from the anticipated yield will depend upon the degree to
which such Certificates are purchased at a discount or premium and when, and to
what degree, payments of principal on or in respect of the Mortgage Loans are
distributed or otherwise result in a reduction of the Certificate Balance of
such Certificates. An investor should consider, in the case of any Offered
Certificate purchased at a discount, the risk that a slower than anticipated
rate of principal payments on the Mortgage Loans could result in an actual
yield to such investor that is lower than the anticipated yield and, in the
case of any Offered Certificate purchased at a premium, the risk that a faster
than anticipated rate of principal payments on the Mortgage Loans could result
in an actual yield to such investor that is lower than the anticipated yield.
In general, the earlier a payment of principal on or in respect of


                                     S-153


the Mortgage Loans is distributed or otherwise results in reduction of the
principal balance of any other Offered Certificate purchased at a discount or
premium, the greater will be the effect on an investor's yield to maturity. As
a result, the effect on an investor's yield of principal payments occurring at
a rate higher (or lower) than the rate anticipated by the investor during any
particular period may not be fully offset by a subsequent like reduction (or
increase) in the rate of principal payments. Because the rate of principal
payments on or in respect of the Mortgage Loans will depend on future events
and a variety of factors (as described more fully below), no assurance can be
given as to such rate or the rate of principal prepayments in particular. The
Depositor is not aware of any relevant publicly available or authoritative
statistics with respect to the historical prepayment experience of a large
group of mortgage loans comparable to the Mortgage Loans.

     Losses and Shortfalls. The yield to holders of the Offered Certificates
will also depend on the extent to which such holders are required to bear the
effects of any losses or shortfalls on the Mortgage Loans. As and to the extent
described herein, Realized Losses and Additional Trust Fund Expenses will be
allocated (i) with respect to Realized Losses and Additional Trust Fund
Expenses attributable to the PA Pari Passu Note A-1 Component Mortgage Loan, to
the related Class PA Certificates to the extent described in this prospectus
supplement, (ii) with respect to Realized Losses and Additional Trust Fund
Expenses attributable to the WB Component Mortgage Loan, to the Class WB
Certificates to the extent described in this prospectus supplement, (iii) with
respect to Realized Losses and Additional Trust Fund Expenses attributable to
each Mortgage Loan (other than the PA Pari Passu Note A-1 Component Mortgage
Loan and the WB Component Mortgage Loan) and with respect to the PA Pari Passu
Note A-1 Component Mortgage Loan and the WB Component Mortgage Loan after the
related Subordinate Balance(s) have been reduced to zero, to the respective
Classes of Sequential Pay Certificates (which allocation will, in general,
reduce the amount of interest distributable thereto in the case of Additional
Trust Fund Expenses and reduce the Certificate Balance thereof in the case of
Realized Losses) in the following order: first, to each Class of Sequential Pay
Certificates (other than the Class A Certificates), in reverse sequential order
of Class designation, until the Certificate Balance thereof has been reduced to
zero; then, to the Class A-1 Certificates, Class A-2 Certificates, Class A-3A
Certificates, Class A-3B Certificates, Class A-SB Certificates and Class A-4
Certificates, pro rata in accordance with their respective remaining
Certificate Balances, until the remaining Certificate Balance of each such
Class has been reduced to zero.

     The Net Aggregate Prepayment Interest Shortfall, if any, for each
Distribution Date will be allocated to (i) with respect to Net Aggregate
Prepayment Interest Shortfalls attributable to the PA Pari Passu Note A-1
Component Mortgage Loan, to the Class PA Certificates to the extent described
in this prospectus supplement, (ii) with respect to Net Aggregate Prepayment
Interest Shortfalls attributable to the WB Component Mortgage Loan, to the
Class WB Certificates in to the extent described in this prospectus supplement,
and (iii) with respect to Net Aggregate Prepayment Interest Shortfalls
attributable to each Mortgage Loan (other than the PA Pari Passu Note A-1
Component Mortgage Loan and the WB Component Mortgage Loan) and with respect to
the PA Pari Passu Note A-1 Component Mortgage Loan and the WB Component
Mortgage Loan after the related subordinate component's interest otherwise
distributable thereon has been reduced to zero, to all Classes of Certificates
(other than the REMIC Residual Certificates, the Class V Certificates, the
Class PA Certificates, Class WB Certificates). Such allocations to the REMIC II
Certificates will be made pro rata to such Classes on the basis of Accrued
Certificate Interest otherwise distributable for each such Class for such
Distribution Date and will reduce the respective amounts of Distributable
Certificate Interest for each such Class for such Distribution Date.

     Certain Relevant Factors. The rate and timing of principal payments and
defaults and the severity of losses on or in respect of the Mortgage Loans may
be affected by a number of factors, including, without limitation, prevailing
interest rates, the terms of the Mortgage Loans (for example, Prepayment
Premiums, Lock-out Periods and amortization terms that require Balloon
Payments), the demographics and relative economic vitality of the areas in
which the Mortgaged Properties are located and the general supply and demand
for retail shopping space, rental apartments, hotel rooms, industrial or
warehouse space, health care facility beds, senior living units


                                     S-154


or office space, as the case may be, in such areas, the quality of management
of the Mortgaged Properties, the servicing of the Mortgage Loans, possible
changes in tax laws and other opportunities for investment. See "Risk
Factors--Risks Related to the Mortgage Loans", "Description of the Mortgage
Pool" and "Servicing of the Mortgage Loans" in this prospectus supplement and
"The Pooling and Servicing Agreements" and "Yield and Maturity
Considerations--Yield and Prepayment Considerations" in the accompanying
prospectus.

     The rate of prepayment on the Mortgage Loans is likely to be affected by
prevailing market interest rates for mortgage loans of a comparable type, term
and risk level. When the prevailing market interest rate is below the Mortgage
Rate (or, in the case of the ARD Loan, after its Anticipated Repayment Dates,
the Revised Rate) at which a Mortgage Loan accrues interest, a borrower may
have an increased incentive to refinance such Mortgage Loan. Conversely, to the
extent prevailing market interest rates exceed the applicable Mortgage Rate for
any Mortgage Loan, such Mortgage Loan may be less likely to prepay (other than,
in the case of the ARD Loan, out of certain net cash flow from the related
Mortgaged Property). Accordingly, there can be no assurance that a Mortgage
Loan will be prepaid prior to maturity.

     Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell
Mortgaged Properties in order to realize their equity therein, to meet cash
flow needs or to make other investments. In addition, some borrowers may be
motivated by federal and state tax laws (which are subject to change) to sell
Mortgaged Properties prior to the exhaustion of tax depreciation benefits.

     If a Mortgage Loan is not in a Lock-out Period, any Prepayment Premium in
respect of such Mortgage Loan may not be sufficient economic disincentive to
prevent the related borrower from voluntarily prepaying the loan as part of a
refinancing thereof or a sale of the related Mortgaged Property. See
"Description of the Mortgage Pool--Certain Terms and Conditions of the Mortgage
Loans" in this prospectus supplement.

     The Depositor makes no representation or warranty as to the particular
factors that will affect the rate and timing of prepayments and defaults on the
Mortgage Loans, as to the relative importance of such factors, as to the
percentage of the principal balance of the Mortgage Loans that will be prepaid
or as to which a default will have occurred as of any date or as to the overall
rate of prepayment or default on the Mortgage Loans.


WEIGHTED AVERAGE 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 such Certificate is
distributed to the investor. For purposes of this prospectus supplement, the
weighted average life of any such Offered Certificate is determined by (i)
multiplying the amount of each principal distribution thereon by the number of
years from the assumed Settlement Date (as defined in the definition of
Maturity Assumptions) to the related Distribution Date, (ii) summing the
results and (iii) dividing the sum by the aggregate amount of the reductions in
the principal balance of such Certificate. Accordingly, the weighted average
life of any such Offered Certificate will be influenced by, among other things,
the rate at which principal of the Mortgage Loans is paid or otherwise
collected or advanced and the extent to which such payments, collections and/or
advances of principal are in turn applied in reduction of the Certificate
Balance of the Class of Certificates to which such Offered Certificate belongs.
As described in this prospectus supplement, the Principal Distribution Amount
for each Distribution Date will generally be distributable first, in respect of
the Class A-SB Certificates until reduced to the Class A-SB Planned Principal
Amount for such Distribution Date, then, to the Class A-1 Certificates until
the Certificate Balance thereof is reduced to zero, then, to the Class A-2
Certificates until the Certificate Balance thereof is reduced to zero, then, to
the Class A-3A Certificates until the Certificate Balance thereof is reduced to
zero, then, to the Class A-3B Certificates until the Certificate Balance
thereof is reduced to zero, then, to the Class A-SB Certificates until the
Certificate Balance thereof is reduced to zero, and then, to the Class A-4
Certificates until the Certificate Balance thereof is reduced to zero. After
those


                                     S-155


distributions, the remaining Principal Distribution Amount with respect to the
Mortgage Pool will generally be distributable entirely in respect of the
remaining Classes of Sequential Pay Certificates, sequentially in order of
Class designation, in each such case until the related Certificate Balance is
reduced to zero. As a consequence of the foregoing, the weighted average lives
of the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB and Class A-4
Certificates may be shorter, and the weighted average lives 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 and Class Q
Certificates may be longer, than would otherwise be the case if the Principal
Distribution Amount for each Distribution Date was being distributed on a pro
rata basis among the respective Classes of Sequential Pay Certificates.

     With respect to the Class A-SB Certificates, although based on the
Maturity Assumptions the Certificate Balance of the Class A-SB Certificates on
each Distribution Date would be reduced to the Class A-SB Planned Principal
Amount for such Distribution Date, however there is no assurance that the
Mortgage Loans will perform in conformity with the Maturity Assumptions.
Therefore, there can be no assurance that the balance of the Class A-SB
Certificates on any Distribution Date will be equal to the balance that is
specified for such Distribution Date in the table. In particular, once the
Certificate Balances of the Class A-1, Class A-2, Class A-3A and Class A-3B
Certificates have been reduced to zero, any remaining portion on any
Distribution Date of the Principal Distribution Amount (in accordance with the
priorities described under "Description of the Certificates--
Distributions--Application of the Available Distribution Amount"), will be
distributed on the Class A-SB Certificates until the Certificate Balance of the
Class A-SB Certificates is reduced to zero.

     Prepayments on mortgage loans may be measured by a prepayment standard or
model. The model used in this prospectus supplement is the CPR model (as
described in the accompanying prospectus). As used in each of the following
tables, the column headed "0%" assumes that none of the Mortgage Loans is
prepaid before maturity. The columns headed "25%", "50%", "75%", "100%" assume
that no prepayments are made on any Mortgage Loan during such Mortgage Loan's
Lock-out Period, if any, during such Mortgage Loan's yield maintenance period,
if any, or during such Mortgage Loan's Defeasance Lock-out Period, if any, and
are otherwise made on each of the Mortgage Loans at the indicated CPRs.

     There is no assurance, however, that prepayments of the Mortgage Loans
(whether or not in a Lock-out Period or a yield maintenance period) will
conform to any particular CPR, and no representation is made that the Mortgage
Loans will prepay in accordance with the assumptions at any of the CPRs shown
or at any other particular prepayment rate, that all the Mortgage Loans will
prepay in accordance with the assumptions at the same rate or that Mortgage
Loans that are in a Lock-out Period or a yield maintenance period will not
prepay as a result of involuntary liquidations upon default or otherwise. A
"yield maintenance period" is any period during which a Mortgage Loan provides
that voluntary prepayments be accompanied by a Prepayment Premium calculated on
the basis of a yield maintenance formula.

     The following tables indicate the percentages of the initial Certificate
Balances of the Class A-1, Class A-2, Class A-3A, Class A-3B, Class A-SB, Class
A-4, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates
that would be outstanding after each of the dates shown at various CPRs, and
the corresponding weighted average lives of such Classes of Certificates, under
the following assumptions (the "Maturity Assumptions"): (i) the Mortgage Loans
have the characteristics set forth on Annex A to this prospectus supplement as
of the Cut-off Date, (ii) the Pass-Through Rate and the initial Certificate
Balance (such initial Certificate Balance referred to herein for purposes of
the Maturity Assumptions as the "Initial Certificate Balance"), as the case may
be, of each Class of Offered Certificates are as described in this prospectus
supplement, (iii) the scheduled Monthly Payments for each Mortgage Loan that
accrues interest on the basis of actual number of days elapsed during the month
of accrual in a 360-day year are the actual contractual Monthly Payments
(adjusted to take into account the addition or subtraction of any Withheld
Amounts as described under "Description of the Certificates--Interest Reserve
Account" and taking into account the Amortization Schedules), (iv) there are no
delinquencies or losses in respect of the Mortgage Loans, there are no
modifications, extensions, waivers or amendments affecting the


                                     S-156


payment by borrowers of principal or interest on the Mortgage Loans, there are
no Appraisal Reduction Amounts with respect to the Mortgage Loans and there are
no casualties or condemnations affecting the Mortgaged Properties, (v)
scheduled Monthly Payments on the Mortgage Loans are timely received, (vi) no
voluntary or involuntary prepayments are received as to any Mortgage Loan
during such Mortgage Loan's Lock-out Period ("LOP"), if any, Defeasance
Lock-out Period ("DLP"), if any, or yield maintenance period ("YMP"), if any,
and the ARD Loan is paid in full on its Anticipated Repayment Date, otherwise,
prepayments are made on each of the Mortgage Loans at the indicated CPRs set
forth in the tables shown under the heading "Yield and Maturity
Considerations--Weighted Average Lives" (without regard to any limitations in
such Mortgage Loans on partial voluntary principal prepayments), (vii) no
reserve, earnout or holdbacks are applied to prepay any Mortgage Loan in whole
or in part, (viii) none of the Master Servicer, the Special Servicer nor any
majority holder(s) of the Controlling Class exercises its or exercise their
right of termination described herein, (ix) no Mortgage Loan is required to be
repurchased by any Mortgage Loan Seller, (x) no Prepayment Interest Shortfalls
are incurred, (xi) there are no Additional Trust Fund Expenses, (xii)
distributions on the Offered Certificates are made on the 10th day of each
month, commencing in August 2005, and (xiii) the Offered Certificates are
settled on July 13, 2005 (the "Settlement Date"). To the extent that the
Mortgage Loans have characteristics that differ from those assumed in preparing
the tables set forth below, Class A-1, Class A-2, Class A-3A, Class A-3B, Class
A-SB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D and Class E
Certificates may mature earlier or later than indicated by the tables. It is
highly unlikely that the Mortgage Loans will prepay in accordance with the
above assumptions at any of the specified CPRs until maturity or that all the
Mortgage Loans will so prepay at the same rate. The indicated prepayment speeds
were assumed for each Mortgage Loan for any period for which a Fixed Prepayment
Premium would apply or for an Open Period. In addition, variations in the
actual prepayment experience and the balance of the Mortgage Loans that prepay
may increase or decrease the percentages of the Initial Certificate Balances
(and weighted average lives) shown in the following tables. Such variations may
occur even if the average prepayment experience of the Mortgage Loans were to
conform to the assumptions and be equal to any of the specified CPRs. Investors
are urged to conduct their own analyses of the rates at which the Mortgage
Loans may be expected to prepay.


               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
              THE CLASS A-1 CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)


<TABLE>

                                                                 PREPAYMENT ASSUMPTION (CPR)
                                           ------------------------------------------------------------------------
DATE                                            0%             25%            50%            75%           100%
----------------------------------------   ------------   ------------   ------------   ------------   ------------

Initial Percentage .....................       100.00%        100.00%        100.00%        100.00%        100.00%
July 10, 2006 ..........................        84.36          84.36          84.36          84.36          84.36
July 10, 2007 ..........................        64.43          64.43          64.43          64.43          64.43
July 10, 2008 ..........................        41.15          41.15          41.15          41.15          41.15
July 10, 2009 ..........................        12.13          12.13          12.13          12.13          12.13
July 10, 2010 ..........................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) ..........         2.53           2.53           2.53           2.53           2.53
</TABLE>

                                     S-157


               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
              THE CLASS A-2 CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)


<TABLE>

                                                                 PREPAYMENT ASSUMPTION (CPR)
                                           ------------------------------------------------------------------------
DATE                                            0%             25%            50%            75%           100%
----------------------------------------   ------------   ------------   ------------   ------------   ------------

Initial Percentage .....................       100.00%        100.00%        100.00%        100.00%        100.00%
July 10, 2006 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2007 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2008 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2009 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2010 ..........................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) ..........         4.80           4.78           4.76           4.73           4.56
</TABLE>

               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
             THE CLASS A-3A CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)




<TABLE>

                                                                PREPAYMENT ASSUMPTION (CPR)
                                          ------------------------------------------------------------------------
DATE                                           0%             25%            50%            75%           100%
---------------------------------------   ------------   ------------   ------------   ------------   ------------

Initial Percentage ....................       100.00%        100.00%        100.00%        100.00%        100.00%
July 10, 2006 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2007 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2008 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2009 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2010 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2011 .........................       100.00          99.85          99.66          99.36          96.89
July 10, 2012 .........................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) .........         6.69           6.66           6.63           6.58           6.32
</TABLE>

               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
             THE CLASS A-3B CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)




<TABLE>

                                                                PREPAYMENT ASSUMPTION (CPR)
                                          ------------------------------------------------------------------------
DATE                                           0%             25%            50%            75%           100%
---------------------------------------   ------------   ------------   ------------   ------------   ------------

Initial Percentage ....................       100.00%        100.00%        100.00%        100.00%        100.00%
July 10, 2006 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2007 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2008 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2009 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2010 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2011 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2012 .........................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) .........         6.99           6.98           6.97           6.94           6.69
</TABLE>

                                     S-158


               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
             THE CLASS A-SB CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)




<TABLE>

                                                                PREPAYMENT ASSUMPTION (CPR)
                                          ------------------------------------------------------------------------
DATE                                           0%             25%            50%            75%           100%
---------------------------------------   ------------   ------------   ------------   ------------   ------------

Initial Percentage ....................       100.00%        100.00%        100.00%        100.00%        100.00%
July 10, 2006 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2007 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2008 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2009 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2010 .........................        97.67          97.67          97.67          97.67          97.67
July 10, 2011 .........................        61.35          61.92          62.69          63.88          73.60
July 10, 2012 .........................        49.12          49.12          49.12          49.12          49.12
July 10, 2013 .........................        26.38          26.38          26.38          26.38          26.38
July 10, 2014 .........................         2.35           0.00           0.00           0.00           0.00
July 10, 2015 .........................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) .........         6.91           6.91           6.92           6.92           6.96
</TABLE>

               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
              THE CLASS A-4 CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)



<TABLE>

                                                                 PREPAYMENT ASSUMPTION (CPR)
                                           ------------------------------------------------------------------------
DATE                                            0%             25%            50%            75%           100%
----------------------------------------   ------------   ------------   ------------   ------------   ------------

Initial Percentage .....................       100.00%        100.00%        100.00%        100.00%        100.00%
July 10, 2006 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2007 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2008 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2009 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2010 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2011 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2012 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2013 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2014 ..........................       100.00          99.97          99.43          98.55          83.75
July 10, 2015 ..........................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) ..........         9.62           9.59           9.56           9.52           9.36
</TABLE>

                                     S-159


               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
              THE CLASS A-M CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)



<TABLE>

                                                                 PREPAYMENT ASSUMPTION (CPR)
                                           ------------------------------------------------------------------------
DATE                                            0%             25%            50%            75%           100%
----------------------------------------   ------------   ------------   ------------   ------------   ------------

Initial Percentage .....................       100.00%        100.00%        100.00%        100.00%        100.00%
July 10, 2006 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2007 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2008 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2009 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2010 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2011 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2012 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2013 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2014 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2015 ..........................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) ..........         9.91           9.91           9.90           9.87           9.66
</TABLE>

               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
              THE CLASS A-J CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)



<TABLE>

                                                                 PREPAYMENT ASSUMPTION (CPR)
                                           ------------------------------------------------------------------------
DATE                                            0%             25%            50%            75%           100%
----------------------------------------   ------------   ------------   ------------   ------------   ------------

Initial Percentage .....................       100.00%        100.00%        100.00%        100.00%        100.00%
July 10, 2006 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2007 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2008 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2009 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2010 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2011 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2012 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2013 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2014 ..........................       100.00         100.00         100.00         100.00         100.00
July 10, 2015 ..........................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) ..........         9.91           9.91           9.91           9.91           9.66
</TABLE>

                                     S-160


               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
               THE CLASS B CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)




<TABLE>

                                                                PREPAYMENT ASSUMPTION (CPR)
                                          ------------------------------------------------------------------------
DATE                                           0%             25%            50%            75%           100%
---------------------------------------   ------------   ------------   ------------   ------------   ------------

Initial Percentage ....................       100.00%        100.00%        100.00%        100.00%        100.00%
July 10, 2006 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2007 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2008 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2009 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2010 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2011 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2012 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2013 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2014 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2015 .........................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) .........         9.91           9.91           9.91           9.91           9.66
</TABLE>

               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
               THE CLASS C CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)




<TABLE>

                                                                PREPAYMENT ASSUMPTION (CPR)
                                          ------------------------------------------------------------------------
DATE                                           0%             25%            50%            75%           100%
---------------------------------------   ------------   ------------   ------------   ------------   ------------

Initial Percentage ....................       100.00%        100.00%        100.00%        100.00%        100.00%
July 10, 2006 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2007 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2008 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2009 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2010 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2011 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2012 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2013 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2014 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2015 .........................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) .........         9.91           9.91           9.91           9.91           9.66
</TABLE>

                                     S-161


               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
               THE CLASS D CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)




<TABLE>

                                                                PREPAYMENT ASSUMPTION (CPR)
                                          ------------------------------------------------------------------------
DATE                                           0%             25%            50%            75%           100%
---------------------------------------   ------------   ------------   ------------   ------------   ------------

Initial Percentage ....................       100.00%        100.00%        100.00%        100.00%        100.00%
July 10, 2006 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2007 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2008 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2009 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2010 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2011 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2012 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2013 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2014 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2015 .........................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) .........         9.91           9.91           9.91           9.91           9.69
</TABLE>

               PERCENTAGES OF THE INITIAL CERTIFICATE BALANCE OF
               THE CLASS E CERTIFICATES UNDER THE SPECIFIED CPRS
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)




<TABLE>

                                                                PREPAYMENT ASSUMPTION (CPR)
                                          ------------------------------------------------------------------------
DATE                                           0%             25%            50%            75%           100%
---------------------------------------   ------------   ------------   ------------   ------------   ------------

Initial Percentage ....................       100.00%        100.00%        100.00%        100.00%        100.00%
July 10, 2006 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2007 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2008 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2009 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2010 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2011 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2012 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2013 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2014 .........................       100.00         100.00         100.00         100.00         100.00
July 10, 2015 .........................         0.00           0.00           0.00           0.00           0.00
Weighted Average Life (years) .........         9.91           9.91           9.91           9.91           9.74
</TABLE>

YIELD SENSITIVITY OF THE CLASS XP CERTIFICATES

     The yield to maturity of the Class XP Certificates will be highly
sensitive to the rate and timing of principal payments (including by reason of
prepayments, loan extensions, defaults and liquidations) and losses on or in
respect of the Mortgage Loans. Investors in the Class XP Certificates should
fully consider the associated risks, including the risk that an extremely rapid
rate of amortization, prepayment or other liquidation of the Mortgage Loans
could result in the failure of such investors to recoup fully their initial
investments.

     The following table indicates the approximate pre-tax yield to maturity on
a corporate bond equivalent ("CBE") basis on the Class XP Certificates for the
specified CPRs based on the Maturity Assumptions. It was further assumed (i)
that the purchase price of the Class XP Certificates is as specified below,
expressed as a percentage of the initial Notional Amount of such Certificates,
which price does not include accrued interest and (ii) that the Master
Servicer, the Special Servicer or a holder or holders of Certificates
representing a majority interest in the Controlling Class purchased all of the
Mortgage Loans and REO Properties as described under "Description of the
Certificates--Termination" in this prospectus supplement.


                                     S-162


     The yields set forth in the following table were calculated by determining
the monthly discount rates that, when applied to the assumed streams of cash
flows to be paid on the Class XP Certificates, would cause the discounted
present value of such assumed stream of cash flows to equal the assumed
purchase price thereof plus accrued interest and by converting such monthly
rates to semi-annual corporate bond equivalent rates. Such calculation does not
take into account shortfalls in collection of interest due to prepayments (or
other liquidations) of the Mortgage Loans or the interest rates at which
investors may be able to reinvest funds received by them as distributions on
the Class XP Certificates (and, accordingly, does not purport to reflect the
return on any investment in the Class XP Certificates when such reinvestment
rates are considered).

     The characteristics of the Mortgage Loans may differ from those assumed in
preparing the table below. In addition, there can be no assurance that the
Mortgage Loans will prepay in accordance with the above assumptions at any of
the rates shown in the table or at any other particular rate, that the cash
flows on the Class XP Certificates will correspond to the cash flows shown
herein or that the aggregate purchase price of the Class XP Certificates will
correspond to the cash flows shown herein or that the aggregate purchase price
of the Class XP Certificates will be as assumed. In addition, it is unlikely
that the Mortgage Loans will prepay in accordance with the above assumptions at
any of the specified CPRs until maturity or that all of the Mortgage Loans will
so prepay at the same rate. Timing of changes in the rate of prepayments may
significantly affect the actual yield to maturity to investors, even if the
average rate of principal prepayments is consistent with the expectations of
investors. Investors must make their own decisions as to the appropriate
prepayment assumption to be used in deciding whether to purchase the Class XP
Certificates.


                        PRE-TAX YIELD TO MATURITY (CBE)
                         OF THE CLASS XP CERTIFICATES
   (PREPAYMENTS LOCKED OUT THROUGH LOP, DLP AND YMP, THEN THE FOLLOWING CPR)




<TABLE>

                                       PREPAYMENT ASSUMPTION (CPR)
                           ---------------------------------------------------
ASSUMED PURCHASE PRICE        0%         25%        50%        75%       100%
------------------------   --------   --------   --------   --------   -------

[   ]% .................   [   ]%     [   ]%     [   ]%     [   ]%     [   ]%
</TABLE>

                                USE OF PROCEEDS

     Substantially all of the proceeds from the sale of the Offered
Certificates will be used by the Depositor to purchase the Mortgage Loans as
described under "Description of the Certificates-- General" in this prospectus
supplement, and to pay certain expenses in connection with the issuance of the
Certificates.


                    CERTAIN FEDERAL INCOME TAX CONSEQUENCES


GENERAL

     For federal income tax purposes, three separate "real estate mortgage
investment conduit" ("REMIC") elections will be made with respect to designated
portions of the Trust Fund, the resulting REMICs being herein referred to as
the "Component Mortgage Loan REMIC", "REMIC I" and "REMIC II", respectively.
The assets of the Component Mortgage Loan REMIC will generally include the PA
Pari Passu Note A-1 Component Mortgage Loan and the WB Component Mortgage Loan,
the Trust's interest in any related REO Properties and amounts with respect
thereto contained in the Certificate Account, the Interest Reserve Account (as
to the related senior component only) and any REO Accounts. The PA Pari Passu
Note A-1 Senior Component and the WB Senior Component as well as each Class of
Class PA Certificates and Class WB Certificates will represent "regular
interests" in the Component Mortgage Loan REMIC. The assets of REMIC I
generally will include the Mortgage Loans (the PA Pari Passu Note A-1 Senior
Component in the case of the PA Pari Passu Note A-1 Component Mortgage Loan and
the WB Senior Component in the case of the WB Component Mortgage Loan), the
Trust's interest in any REO Properties acquired on behalf of


                                     S-163


the Certificateholders (other than with respect to the PA Pari Passu Note A-1
Component Mortgage Loan and the WB Component Mortgage Loan) and amounts with
respect thereto contained in the Certificate Account, the Interest Reserve
Account and the REO Accounts (each as defined in the accompanying prospectus).
The assets of REMIC II will consist of certain uncertificated "regular
interests" in REMIC I and amounts in the Certificate Account with respect
thereto. For federal income tax purposes, (i) the REMIC II Certificates will
evidence the "regular interests" in, and generally will be treated as debt
obligations of, REMIC II and (ii) the Class R-II Certificates will represent
the sole class of "residual interest" in REMIC II and (iii) the Class R-I
Certificates will represent the sole class of "residual interests" in the
Component Mortgage Loan REMIC and REMIC I. Upon issuance of the Offered
Certificates, Cadwalader, Wickersham & Taft LLP, special tax counsel to the
Depositor, will deliver its opinion generally to the effect that, assuming
compliance with all provisions of the Pooling and Servicing Agreement, for
federal income tax purposes, the Component Mortgage Loan REMIC, REMIC I and
REMIC II each will qualify as a REMIC under the Code. In addition, in the
opinion of Cadwalader, Wickersham & Taft LLP, the portion of the Trust Fund
consisting of the Excess Interest and the Excess Interest Distribution Account
will be treated as a grantor trust for federal income tax purposes under
subpart E, Part I of subchapter J of the Code, and the Class V Certificates
will evidence beneficial ownership of such Excess Interest and the Excess
Interest Distribution Account. See "Certain Federal Income Tax
Consequences--REMICs" in the accompanying prospectus.

DISCOUNT AND PREMIUM; PREPAYMENT PREMIUMS

     The Offered Certificates generally will be treated as newly originated
debt instruments originated on the related Startup Day for federal income tax
purposes. The "Startup Day" of the Component Mortgage Loan REMIC, REMIC I and
REMIC II is the Delivery Date. Beneficial owners of the Offered Certificates
will be required to report income on such regular interests in accordance with
the accrual method of accounting. It is anticipated that the Class [  ]
Certificates will be issued at a premium, that the Class [  ] Certificates will
be issued with a de minimis amount of original issue discount and that the
Class [  ] Certificates will be issued with more than a de minimis amount of
original issue discount for federal income tax purposes. See "Certain Federal
Income Tax Consequences-- REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" and "--Premium" in the accompanying
prospectus.

     Although unclear for federal income tax purposes, it is anticipated that
the Class XP Certificates will be considered to be issued with original issue
discount in an amount equal to the excess of all distributions of interest
expected to be received thereon (assuming the Weighted Average Net Mortgage
Rate changes in accordance with the Prepayment Assumption (as described
above)), over their issue price (including accrued interest, if any). Any
"negative" amounts of original issue discount on the Class XP Certificates
attributable to rapid prepayments with respect to the Mortgage Loans will not
be deductible currently, but may be offset against future positive accruals of
original issue discount, if any. Finally, a holder of any Class XP Certificate
may be entitled to a loss deduction to the extent it becomes certain that such
holder will not recover a portion of its basis in such Certificate, assuming no
further prepayments. In the alternative, it is possible that rules similar to
the "noncontingent bond method" of the OID Regulations may be promulgated with
respect to the Certificates.

     For purposes of accruing original issue discount, if any, determining
whether such original issue discount is de minimis and amortizing any premium
on the Offered Certificates, the Prepayment Assumption will be 0% CPR (except
that the ARD Loan will be assumed to be repaid in full on its Anticipated
Repayment Date). See "Yield and Maturity Considerations--Weighted Average
Lives" in this prospectus supplement. No representation is made as to the rate,
if any, at which the Mortgage Loans will prepay.

     Prepayment Premiums actually collected will be distributed among the
holders of the respective Classes of Certificates as described under
"Description of the Certificates--Distributions of Prepayment Premiums" in this
prospectus supplement. It is not entirely clear under the Code when the amount
of Prepayment Premiums so allocated should be taxed to the holder of an Offered



                                     S-164


Certificate, but it is not expected, for federal income tax reporting purposes,
that Prepayment Premiums will be treated as giving rise to any income to the
holder of an Offered Certificate prior to the Master Servicer's actual receipt
of a Prepayment Premium. Prepayment Premiums, if any, may be treated as
ordinary income, although authority exists for treating such amounts as capital
gain if they are treated as paid upon the retirement or partial retirement of
an Offered Certificate. Certificateholders should consult their own tax
advisers concerning the treatment of Prepayment Premiums.


CHARACTERIZATION OF INVESTMENTS IN OFFERED CERTIFICATES

     Generally, 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 Code
for a REIT 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 Code for a REIT to the extent that such Certificates are treated as "real
estate assets" within the meaning of Section 856(c)(5)(B) of the Code. If 95% or
more of the Mortgage Loans are treated as assets described in Section
856(c)(5)(B) of the Code, the Offered Certificates will be treated as such
assets in their entirety. The Offered Certificates will generally only be
considered assets described in Section 7701(a)(19)(C) of the Code for a domestic
building and loan association to the extent that the Mortgage Loans are secured
by residential property. It is anticipated that as of the Cut-off Date, 13.8% of
the Initial Pool Balance will represent Mortgage Loans secured by multifamily
properties and manufactured housing communities. None of the foregoing
characterizations will apply to the extent of any Mortgage Loans that have been
defeased. Accordingly, an investment in the Offered Certificates may not be
suitable for some thrift institutions. The Offered Certificates will be treated
as "qualified mortgages" for another REMIC under Section 860G(a)(3)(C) of the
Code. See "Description of the Mortgage Pool" in this prospectus supplement and
"Certain Federal Income Tax Consequences--REMICs--Characterization of
Investments in REMIC Certificates" in the accompanying prospectus.


POSSIBLE TAXES ON INCOME FROM FORECLOSURE PROPERTY

     In general, the Special Servicer will be obligated to operate and manage
any Mortgaged Property acquired as REO Property in a manner that would, to the
extent commercially feasible, maximize the Trust's net after-tax proceeds from
such property. After the Special Servicer reviews the operation of such
property and consults with the REMIC Administrator to determine the Trust's
federal income tax reporting position with respect to income it is anticipated
that the Trust would derive from such property, the Special Servicer could
determine that it would not be commercially feasible to manage and operate such
property in a manner that would avoid the imposition of a tax on "net income
from foreclosure property" (generally, income not derived from renting or
selling real property) within the meaning of the REMIC provisions (an "REO
Tax"). To the extent that income the Trust receives from an REO Property is
subject to a tax on "net income from foreclosure property," such income would
be subject to federal tax at the highest marginal corporate tax rate (currently
35%). The determination as to whether income from an REO Property would be
subject to an REO Tax will depend on the specific facts and circumstances
relating to the management and operation of each REO Property. These
considerations will be of particular relevance with respect to any health care
facilities or hotels that become REO Property. Any REO Tax imposed on the
Trust's income from an REO Property would reduce the amount available for
distribution to Certificateholders. Certificateholders are advised to consult
their own tax advisors regarding the possible imposition of REO Taxes in
connection with the operation of commercial REO Properties by REMICs.


REPORTING AND OTHER ADMINISTRATIVE MATTERS

     Reporting of interest income, including any original issue discount, if
any, with respect to the Offered Certificates is required annually, and may be
required more frequently under Treasury regulations. These information reports
generally are required to be sent to individual holders of the


                                     S-165


Offered Certificates and the IRS; holders of Offered Certificates that are
corporations, trusts, securities dealers and certain other non-individuals will
be provided interest and original issue discount income information and the
information set forth in the following paragraph upon request in accordance
with the requirements of the applicable regulations. The information must be
provided by the later of 30 days after the end of the quarter for which the
information was requested, or two weeks after the receipt of the request.
Reporting regarding qualification of the REMIC's assets as set forth above
under "--Characterization of Investments in Offered Certificates" will be made
as required under the Treasury regulations, generally on an annual basis.

     As applicable, the Offered Certificate information reports will include a
statement of the adjusted issue price of the Offered 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 Administrator may not have, such
regulations only require that information pertaining to the appropriate
proportionate method of accruing market discount be provided.

     For further information regarding the federal income tax consequences of
investing in the Offered Certificates, see "Certain Federal Income Tax
Consequences--REMICs" in the accompanying prospectus.


                         CERTAIN ERISA CONSIDERATIONS

     A fiduciary of Plan that is subject to Title I of ERISA or Section 4975 of
the Code should carefully review with its legal advisors whether the purchase
or holding of Offered Certificates could give rise to a transaction that is
prohibited or is not otherwise permitted either under ERISA or Section 4975 of
the Code or whether there exists any statutory or administrative exemption
applicable thereto. Certain fiduciary and prohibited transaction issues arise
only if the assets of the Trust constitute Plan Assets. Whether the assets of
the Trust will constitute Plan Assets at any time will depend on a number of
factors, including the portion of any Class of Certificates that are held by
"benefit plan investors" (as defined in U.S. Department of Labor Regulation
Section 2510.3-101).

     The U.S. Department of Labor issued individual prohibited transaction
exemptions to NationsBank Corporation (predecessor in interest to Bank of
America Corporation), PTE 93-31, to Bear, Stearns & Co. Inc., PTE 90-30, to
Goldman, Sachs & Co., PTE 89-88, to Greenwich Capital Markets, Inc., PTE 90-59,
each as amended by PTE 97-34, PTE 2000-58 and PTE 2002-41 and to Barclays
Capital Inc., Final Authorization Number 2004-03E, which generally exempt 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 such prohibited
transactions pursuant to Sections 4975(a) and (b) of the Code, certain
transactions, among others, relating to the servicing and operation of mortgage
pools, such as the Mortgage Pool, and the purchase, sale and holding of
mortgage pass-through certificates, such as the Offered Certificates,
underwritten by an Exemption-Favored Party, provided that certain conditions
set forth in the Exemption are satisfied.

     The 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 thereunder. First, the
acquisition of such Offered 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. Second, such Offered Certificate at the time of
acquisition by the Plan must be rated in one of the four highest generic rating
categories by Fitch, Moody's or S&P. Third, the Trustee cannot be an affiliate
of any other member of the Restricted Group other than an Underwriter. Fourth,
the sum of all payments made to and retained by the Exemption-Favored Parties
must represent not more than reasonable compensation for underwriting the
Offered Certificates; the sum of all payments made to and retained by the
Depositor pursuant to the assignment of the Mortgage Loans to the Trust must
represent not more than the fair market value of such obligations; and the sum
of all payments made to and retained by the Master Servicer, the Special
Servicer and any sub-servicer must represent not more than reasonable
compensation for such person's services under the Pooling and


                                     S-166


Servicing Agreement and reimbursement of such person's reasonable expenses in
connection therewith. Fifth, the investing Plan must be an accredited investor
as defined in Rule 501(a)(1) of Regulation D of the Commission under the
Securities Act.


     A fiduciary of a Plan contemplating a purchase of any Class of Offered
Certificates in the secondary market must make its own determination that, at
the time of such purchase, such Certificate continues to satisfy the second and
third general conditions set forth above. A fiduciary of a Plan contemplating
purchasing any Class of Offered Certificates, whether in the initial issuance
of such 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 such Certificates as of the date of such 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 any Class of Offered Certificates.


     The Exemption also requires that the Trust meet the following
requirements: (i) the Trust Fund must consist solely of assets of the type that
have been included in other investment pools; (ii) certificates evidencing
interests in such other investment pools must have been rated in one of the
four highest categories of Fitch, Moody's or S&P for at least one year prior to
the Plan's acquisition of an Offered Certificate; and (iii) certificates
evidencing interests in such other investment pools must have been purchased by
investors other than Plans for at least one year prior to any Plan's
acquisition of such Certificate. The Depositor has confirmed to its
satisfaction that such requirements have been satisfied as of the date hereof.


     If the general conditions of the Exemption are satisfied, the Exemption
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 Code by reason of Sections 4975(c)(1)(A) through (D) of the Code, in
connection with (i) the direct or indirect sale, exchange or transfer of
Offered Certificates in the initial issuance of Offered Certificates between
the Depositor or an Exemption-Favored Party and a Plan when the Depositor, an
Exemption-Favored Party, the Trustee, the Master Servicer, the Special
Servicer, a sub-servicer, the Mortgage Loan Seller or a borrower is a party in
interest (within the meaning of Section 3(14) of ERISA) or a disqualified
person (within the meaning of Section 4975(e)(2) of the Code) (a "Party in
Interest") with respect to the investing Plan, (ii) the direct or indirect
acquisition or disposition in the secondary market of the Offered Certificates
by a Plan and (iii) the continued holding of the Offered Certificates 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 an Excluded Plan (as defined in the next
sentence) by any person who has discretionary authority or renders investment
advice with respect to the assets of such Excluded Plan.


     Moreover, if the general conditions of the Exemption, as well as certain
other specific conditions set forth in the Exemption, are satisfied, the
Exemption may also provide an exemption from the restrictions imposed by
Sections 406(b)(1) and (b)(2) of ERISA, and the excise taxes imposed by
Sections 4975(a) and (b) of the Code by reason of Section 4975(c)(1)(E) of the
Code, in connection with (1) the direct or indirect sale, exchange or transfer
of the Offered Certificates in the initial issuance of the Offered Certificates
between the Depositor 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 Plan assets in such Certificates is (a) a borrower with
respect to 5% or less of the fair market value of the Mortgage Pool or (b) an
affiliate of such a person, (2) the direct or indirect acquisition or
disposition in the secondary market of Offered Certificates by a Plan and (3)
the continued holding of Offered Certificates by a Plan.


     Further, if the general conditions of the Exemption, as well as certain
other conditions set forth in the Exemption, are satisfied, the Exemption may
provide an exemption from the restrictions imposed by Sections 406(a), 406(b)
and 407(a) of ERISA, and the excise taxes imposed by Sections 4975(a) and (b)
of the Code by reason of Section 4975(c) of the Code, for transactions in
connection with the servicing, management and operation of the Mortgage Pool.


                                     S-167


     Lastly, if the general conditions of the Exemption are satisfied, the
Exemption also may provide an exemption from the restrictions imposed by
Sections 406(a) and 407(a) of ERISA, and the excise taxes imposed by Sections
4975(a) and (b) of the Code by reason of Sections 4975(c)(1) (A) through (D) of
the Code, if such 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 providing services to the Plan (or by virtue of having certain
specified relationships to such a 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 (i) the Offered Certificates constitute "securities" for
purposes of the Exemption and (ii) the specific and general conditions and the
other requirements set forth in the Exemption would be satisfied. In addition
to making its own determination as to the availability of the exemptive relief
provided in the Exemption, the Plan fiduciary should consider the availability
of any other prohibited transaction class exemptions. See "Certain ERISA
Considerations" in the accompanying prospectus. There can be no assurance that
any such class exemptions will apply with respect to any particular Plan
investment in the Offered Certificates or, even if it were deemed to apply,
that any exemption would apply to all transactions that may occur in connection
with such investment.


     A governmental plan as defined in Section 3(32) of ERISA is not subject to
Title I of ERISA or Section 4975 of the Code. However, such 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 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 such a similar law.


     Any Plan fiduciary considering whether to purchase an Offered Certificate
on behalf of a Plan should consult with its counsel regarding the applicability
of the fiduciary responsibility and prohibited transaction provisions of ERISA
and the Code to such investment.


     The sale of Offered Certificates to a Plan is in no respect a
representation by the Depositor or the Underwriters that this investment meets
all relevant legal requirements with respect to investments by Plans generally
or by any particular Plan, or that this investment is appropriate for Plans
generally or for any particular Plan.


                                     S-168


                               LEGAL INVESTMENT

     The Offered Certificates will not constitute "mortgage related securities"
for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as
amended. The appropriate characterization of the Offered Certificates under
various legal investment restrictions, and thus the ability of investors
subject to these restrictions to purchase Certificates, is subject to
significant interpretive uncertainties.

     No representations are made as to the proper characterization of the
Offered Certificates for legal investment, financial institution regulatory, or
other purposes, or as to the ability of particular investors to purchase the
Offered Certificates under applicable legal investment or other restrictions.
The uncertainties described above (and any unfavorable future determinations
concerning the legal investment or financial institution regulatory
characteristics of the Offered Certificates) may adversely affect the liquidity
of the Offered Certificates.

     Accordingly, all investors whose investment activities are subject to
legal investment laws and regulations, regulatory capital requirements or
review by regulatory authorities should consult with their own legal advisors
in determining whether and to what extent the Offered Certificates constitute
legal investments for them or are subject to investment, capital or other
restrictions.

     See "Legal Investment" in the accompanying prospectus.

                            METHOD OF DISTRIBUTION

     Subject to the terms and conditions set forth in the Underwriting
Agreement among the Depositor and the Underwriters, the Depositor has agreed to
sell to each of the Underwriters and each of the Underwriters has agreed to
purchase, severally but not jointly, the respective Certificate Balances as
applicable, of each Class of the Offered Certificates as set forth below
subject in each case to a variance of 5%.

<TABLE>

                                                                                                 GREENWICH
                        BANC OF AMERICA     BEAR, STEARNS       BARCLAYS         GOLDMAN,         CAPITAL
                         SECURITIES LLC       & CO. INC.      CAPITAL INC.     SACHS & CO.     MARKETS, INC.
                       -----------------   ---------------   --------------   -------------   --------------

Class A-1 ..........      $                 $                $                 $                $
Class A-2 ..........      $                 $                $                 $                $
Class A-3A .........      $                 $                $                 $                $
Class A-3B .........      $                 $                $                 $                $
Class A-SB .........      $                 $                $                 $                $
Class A-4 ..........      $                 $                $                 $                $
Class A-M ..........      $                 $                $                 $                $
Class A-J ..........      $                 $                $                 $                $
Class XP ...........      $                 $                $                 $                $
Class B ............      $                 $                $                 $                $
Class C ............      $                 $                $                 $                $
Class D ............      $                 $                $                 $                $
Class E ............      $                 $                $                 $                $
</TABLE>

     With respect to the Offered Certificates, Banc of America Securities LLC,
Bear, Stearns & Co. Inc. and Barclays Capital Inc. are acting as co-lead
managers. Goldman, Sachs & Co. and Greenwich Capital Markets, Inc. are each
acting as a co-manager. Banc of America Securities LLC and Bear, Stearns & Co.
Inc. are acting as joint bookrunners with respect to the Class A-1, Class A-3B,
Class A-SB, Class A-4 and Class A-J Certificates. Banc of America Securities
LLC will be the sole bookrunner for all other Classes of Certificates. Banc of
America Securities LLC, Barclays Capital Inc. and Bear Stearns & Co. Inc. are
affiliates of Bank of America, N.A., Barclays Capital Real Estate Inc., and
Bear Stearns Commercial Mortgage, Inc., respectively, which are the Mortgage
Loan Sellers for this offering.

     Banc of America Securities LLC is an affiliate of the Depositor. Proceeds
to the Depositor from the sale of the Offered Certificates, before deducting
expenses payable by the Depositor, will be an


                                     S-169


amount equal to approximately [      ]% of the initial aggregate Certificate
Balance of the Offered Certificates, plus accrued interest on all of the
Offered Certificates, before deducting expenses payable by the Depositor.

     Distribution of the Offered Certificates will be made by the Underwriters
from time to time in negotiated transactions or otherwise at varying prices to
be determined at the time of sale. The Underwriters may effect such
transactions by selling the Offered Certificates to or through dealers, and
such dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Underwriters. In connection with the
purchase and sale of the Offered Certificates, the Underwriters may be deemed
to have received compensation from the Depositor in the form of underwriting
discounts. The Underwriters and any dealers that participate with the
Underwriters in the distribution of the Offered Certificates may be deemed to
be underwriters and any profit on the resale of the Offered Certificates
positioned by them may be deemed to be underwriting discounts and commissions
under the Securities Act.

     Purchasers of the Offered Certificates, including dealers, may, depending
on the facts and circumstances of such purchases, be deemed to be
"underwriters" within the meaning of the Securities Act in connection with
reoffers and sales by them of Offered Certificates. Certificateholders should
consult with their legal advisors in this regard prior to any such reoffer or
sale.

     The Depositor also has been advised by the Underwriters that the
Underwriters presently intend to make a market in the Offered Certificates;
however, the Underwriters have no obligation to do so, any market making may be
discontinued at any time and there can be no assurance that an active public
market for the Offered Certificates will develop. See "Risk Factors--Risks
Related to the Certificates--Liquidity for Certificates May Be Limited" in this
prospectus supplement and "Risk Factors--Limited Liquidity of Certificates" in
the accompanying prospectus.

     The Depositor and each Mortgage Loan Seller have agreed to indemnify the
Underwriters and each person, if any, who controls the Underwriters within the
meaning of Section 15 of the Securities Act against, or make contributions to
the Underwriters and such controlling person with respect to, certain
liabilities, including certain liabilities under the Securities Act. Each
Mortgage Loan Seller has agreed to indemnify the Depositor, its officers and
directors, the Underwriters and each person, if any, who controls the Depositor
or the Underwriters within the meaning of Section 15 of the Securities Act,
with respect to certain liabilities, including certain liabilities under the
Securities Act, relating to those Mortgage Loans sold by such Mortgage Loan
Seller.


                                 LEGAL MATTERS

     Certain legal matters will be passed upon for the Depositor by Cadwalader,
Wickersham & Taft LLP, Charlotte, North Carolina and for the Underwriters by
Thacher Proffitt & Wood LLP, New York, New York.


                                     S-170


                                    RATINGS


     It is a condition to their issuance that the Offered Certificates receive
the credit ratings indicated below from Moody's and S&P:

CLASS                                       MOODY'S     S&P
----------------------------------------   ---------   ----
   Class A-1 ...........................      Aaa       AAA
   Class A-2 ...........................      Aaa       AAA
   Class A-3A ..........................      Aaa       AAA
   Class A-3B ..........................      Aaa       AAA
   Class A-SB ..........................      Aaa       AAA
   Class A-4 ...........................      Aaa       AAA
   Class A-M ...........................      Aaa       AAA
   Class A-J ...........................      Aaa       AAA
   Class XP ............................      Aaa       AAA
   Class B .............................      Aa1       AA+
   Class C .............................      Aa2       AA
   Class D .............................      Aa3       AA-
   Class E .............................       A2        A

     The ratings of the Offered Certificates address the likelihood of the
timely receipt by holders thereof of all payments of interest to which they are
entitled on each Distribution Date and the ultimate receipt by holders thereof
of all payments of principal to which they are entitled by the Rated Final
Distribution Date which is Distribution Date in July 2043. The ratings take
into consideration the credit quality of the Mortgage Pool, structural and
legal aspects associated with the Certificates, and the extent to which the
payment stream from the Mortgage Pool is adequate to make payments of principal
and/or interest, as applicable, required under the Offered Certificates. The
ratings of the Offered Certificates do not, however, represent any assessments
of (i) the likelihood or frequency of voluntary or involuntary principal
prepayments on the Mortgage Loans, (ii) the degree to which such prepayments
might differ from those originally anticipated or (iii) whether and to what
extent Prepayment Premiums will be collected on the Mortgage Loans in
connection with such prepayments or the corresponding effect on yield to
investors, (iv) whether and to what extent Default Interest will be received or
Net Aggregate Prepayment Interest Shortfalls will be realized, or (v) payments
of Excess Interest.

     There is no assurance that any rating assigned to the Offered Certificates
by a Rating Agency will not be lowered, qualified (if applicable) or withdrawn
by such Rating Agency, if, in its judgment, circumstances so warrant. There can
be no assurance as to whether any rating agency not requested to rate the
Offered Certificates will nonetheless issue a rating to any Class thereof and,
if so, what such rating would be. In this regard, a rating assigned to any
Class of Offered Certificates by a rating agency that has not been requested by
the Depositor to do so may be lower than the ratings assigned thereto by
Moody's or S&P.

     The ratings on the Offered Certificates should be evaluated independently
from similar ratings on other types of securities. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision
or withdrawal at any time by the assigning rating agency. See "Risk
Factors--The Nature of Ratings Are Limited and Will Not Guarantee that You Will
Receive Any Projected Return on Your Certificates" in the accompanying
prospectus.


                                     S-171


                       GLOSSARY OF PRINCIPAL DEFINITIONS

     "Accrued Certificate Interest" is defined on page S-136 to this prospectus
supplement.

     "Additional Debt" is defined on page S-93 to this prospectus supplement.

     "Additional Trust Fund Expenses" mean, among other things, (i) all Special
Servicing Fees, Workout Fees and Liquidation Fees paid to the Special Servicer,
(ii) any interest paid to the Master Servicer, the Special Servicer the Trustee
and/or the Fiscal Agent in respect of unreimbursed Advances, (iii) the cost of
various opinions of counsel required or permitted to be obtained in connection
with the servicing of the Mortgage Loans and the administration of the Trust
Fund, (iv) property inspection costs incurred by the Special Servicer for
Specially Serviced Mortgage Loans to the extent paid out of general
collections, (v) certain unanticipated, non-Mortgage Loan specific expenses of
the Trust, including certain reimbursements and indemnifications to the Trustee
and/or the Fiscal Agent as described under "The Trustee and the Fiscal
Agent--Indemnification" and under "The Pooling and Servicing
Agreements--Certain Matters Regarding the Trustee" in the accompanying
prospectus, certain reimbursements to the Master Servicer, the Special
Servicer, the REMIC Administrator and the Depositor as described under "The
Pooling and Servicing Agreements--Certain Matters Regarding the Master
Servicer, the Special Servicer, the REMIC Administrator and the Depositor" in
the accompanying prospectus and certain federal, state and local taxes, and
certain tax-related expenses, payable out of the Trust Fund as described under
"Certain Federal Income Tax Consequences--Possible Taxes on Income From
Foreclosure Property" in this prospectus supplement and "Certain Federal Income
Tax Consequences--REMICs--
Prohibited Transactions Tax and Other Taxes" in the accompanying prospectus,
(vi) if not advanced by the Master Servicer, any amounts expended on behalf of
the Trust to remediate an adverse environmental condition at any Mortgaged
Property securing a Defaulted Mortgage Loan (see "The Pooling and Servicing
Agreements--Realization Upon Defaulted Mortgage Loans" in the accompanying
prospectus), and (vii) any other expense of the Trust Fund not specifically
included in the calculation of a Realized Loss for which there is no
corresponding collection from a borrower. Additional Trust Fund Expenses will
reduce amounts payable to Certificateholders and, consequently, may result in a
loss on the Offered Certificates.

     "Administrative Fee Rate" means the sum of the Master Servicing Fee Rate
(including the per annum rates at which the monthly sub-servicing fee is
payable to the related Sub-Servicer (the "Sub-Servicing Fee Rate")), plus the
per annum rate applicable to the calculation of the Trustee Fee.

     "Administrative Fees" means the Trustee Fee and the Master Servicing Fee
each of which will be computed for the same period for which interest payments
on the Mortgage Loans are computed.

     "Advance Interest" means interest payable to the Master Servicer, the
Trustee and the Fiscal Agent with respect to any Advance made thereby and the
Special Servicer with respect to any Servicing Advance made thereby, accrued on
the amount of such Advance for so long as it is outstanding at the
Reimbursement Rate, except that no interest will be payable with respect to any
P&I Advance of a payment due on a Mortgage Loan during the applicable grace
period.

     "Advances" means Servicing Advances and P&I Advances.

     "Amortization Schedule" means, for the Mortgage Loans or Serviced Whole
Loans listed below, the amount of the related scheduled monthly payments of
principal and interest as set forth in related Annex to this prospectus
supplement as follows:

    o Queens Atrium Mortgage Loan (Loan No. 58345 on Annex A to this
      prospectus supplement) -- Annex F

     "Annual Debt Service" means the amount derived by multiplying the Monthly
Payment set forth for each Mortgage Loan in Annex A to this prospectus
supplement by twelve.

     "Anticipated Repayment Date" means, with respect to the ARD Loan, the date
specified in the related Mortgage Loan documents on which the payment terms and
the accrual of interest may change if the ARD Loan is not paid in full.


                                     S-172


     "Appraisal Reduction Amount" means, for any Required Appraisal Loan, in
general, an amount (calculated as of the Determination Date immediately
following the later of the date on which the most recent relevant appraisal was
obtained by the Special Servicer pursuant to the Pooling and Servicing
Agreement and the date of the most recent Appraisal Trigger Event with respect
to such Required Appraisal Loan) equal to the excess, if any, of:

       (1) the sum of :

          (a) the Stated Principal Balance of such Required Appraisal Loan as
       of such Determination Date,

          (b) to the extent not previously advanced by or on behalf of the
       Master Servicer, the Trustee or the Fiscal Agent, all unpaid interest
       (net of Default Charges) accrued on such Required Appraisal Loan through
       the most recent Due Date prior to such Determination Date,

          (c) all unpaid Master Servicing Fees, Special Servicing Fees, Trustee
       Fees and Additional Trust Fund Expenses accrued with respect to such
       Required Appraisal Loan,

          (d) 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 such Required Appraisal Loan and reimbursable out of the
       Trust Fund, together with all unpaid Advance Interest accrued on such
       Advances, and

          (e) all currently due but unpaid real estate taxes and assessments,
       insurance premiums and, if applicable, ground rents in respect of the
       related Mortgaged Property or REO Property, as applicable, for which
       neither the Master Servicer nor the Special Servicer holds any escrow
       payments or Reserve Funds;

       over

       (2) the sum of:

          (x) the excess, if any, of (i) 90% of the Appraisal Value of the
       related Mortgaged Property or REO Property, as applicable, as determined
       by the most recent relevant appraisal acceptable for purposes of the
       Pooling and Servicing Agreement, over (ii) the amount of any
       obligation(s) secured by any liens on such Mortgaged Property or REO
       Property, as applicable, that are prior to the lien of such Required
       Appraisal Loan, and

          (y) any escrow payments reserve funds and/or letters of credit held
       by the Master Servicer or the Special Servicer with respect to such
       Required Appraisal Loan, the related Mortgaged Property or any related
       REO Property (exclusive of any such items that are to be applied to real
       estate taxes, assessments, insurance premiums and/or ground rents or
       that were taken into account in determining the Appraisal Value of the
       related Mortgaged Property or REO Property, as applicable, referred to
       in clause (2)(x)(i) above).

     "Appraisal Trigger Event" means any of the following events: (1) any
Mortgage Loan or Serviced Whole Loan becoming a Modified Mortgage Loan; (2) any
Monthly Payment with respect to any Mortgage Loan or Serviced Whole Loan
remaining unpaid for 60 days past the Due Date for such payment; (3) the
passage of 60 days after the Special Servicer receives notice that the
mortgagor under such Mortgage Loan or Serviced Whole Loan becomes the subject
of bankruptcy, insolvency or similar proceedings, which remain undischarged and
undismissed; (4) the passage of 60 days after the Special Servicer receives
notice that a receiver or similar official is appointed with respect to the
related Mortgaged Property; (5) the related Mortgaged Property becoming an REO
Property or (6) the passage of 60 days after the third extension of a Mortgage
Loan or a Serviced Whole Loan.

     "Appraisal Value" means, for any Mortgaged Property, the appraiser's value
as stated in the appraisal available to the Depositor as of the date specified
on the schedule which may be an "as is" or "as stabilized" value. The
appraisals for Mortgaged Properties with respect to Loan Nos. 20050968 (with
respect to the 123 Tice Boulevard Mortgaged Property only), 20050967 (with
respect


                                     S-173


to the One and Two Brittany Mortgaged Property only), 20050812, 20050822,
20050810, 20050811, 20050823 and 20050745 are presented on an "as stabilized"
basis, for which the specified date has not occurred, in "Annex A" to this
prospectus supplement.

     "Approval Provisions" mean the approvals and consents necessary in
connection with a Special Action or the extension of the Maturity Date of a
Mortgage Loan: (i) with respect to any Non-Specially Serviced Mortgage Loan,
the Master Servicer will be required to obtain the approval or consent of the
Special Servicer in connection with a Special Action; (ii) with respect to (A)
any Non-Partitioned Mortgage Loan that is a Non-Specially Serviced Mortgage
Loan or Post CAP Loan that involves an extension of the Maturity Date of such
Mortgage Loan or (B) in connection with a Special Action for any
Non-Partitioned Mortgage Loan or any Post CAP Loan, the Master Servicer will be
required to obtain the approval and consent of the Special Servicer and the
Special Servicer will be required to obtain the approval and consent of the
Directing Certificateholder; (iii) with respect to any Non-Partitioned Mortgage
Loan or Post CAP Loan that is a Specially Serviced Mortgage Loan, the Special
Servicer will be required to seek the approval and consent of the Directing
Certificateholder in connection with a Special Action; (iv) with respect to the
PA Pari Passu Note A-1 Component Mortgage Loan during any time period that a PA
Control Appraisal Period does not exist, the Master Servicer, if the PA Pari
Passu Note A-1 Component Mortgage Loan is a then Non-Specially Serviced
Mortgage Loan, will be required to seek the approval and consent of the Special
Servicer, which consent will not be granted without the Special Servicer first
obtaining the consent of the PA Pari Passu Note A-1 Controlling Holder, in
connection with a Special Action; (v) with respect to the WB Component Mortgage
Loan during any time period that a WB Control Appraisal Period does not exist,
the Master Servicer, if the WB Component Mortgage Loan is a then Non-Specially
Serviced Mortgage Loan, will be required to seek the approval and consent of
the Special Servicer, which consent will not be granted without the Special
Servicer first obtaining the consent of the WB Controlling Holder, in
connection with a Special Action; (vi) with respect to the PA Pari Passu Note
A-1 Component Mortgage Loan during any time period that a PA Control Appraisal
Period does not exist, the Special Servicer, if the PA Pari Passu Note A-1
Component Mortgage Loan is a then Specially Serviced Mortgage Loan, will be
required to seek the approval and consent of the PA Pari Passu Note A-1
Controlling Holder in connection with a Special Action; and (vii) with respect
to the WB Component Mortgage Loan during any time period that a WB Control
Appraisal Period does not exist, the Special Servicer, if the WB Component
Mortgage Loan is a then Specially Serviced Mortgage Loan, will be required to
seek the approval and consent of the WB Controlling Holder in connection with a
Special Action.

     "ARD Loan" means a loan that provides for changes in payments and accrual
of interest, including the capture of Excess Cash Flow from the related
Mortgaged Property and an increase in the applicable Mortgage Rate, if it is
not paid in full by the Anticipated Repayment Date.

     "Asset Status Report" means a report to be prepared by the Special
Servicer for each loan that becomes a Specially Serviced Mortgage Loan.

     "Assumed Monthly Payment" means an amount deemed due in respect of: (i)
any Mortgage Loan that is delinquent in respect of its Balloon Payment beyond
the first Determination Date that follows its stated maturity date and as to
which no arrangements have been agreed to for collection of the delinquent
amounts; or (ii) any Mortgage Loan as to which the related Mortgaged Property
has become an REO Property. The Assumed Monthly Payment deemed due on any such
Mortgage Loan delinquent as to its Balloon Payment, for its stated maturity
date and for each successive Due Date that it remains outstanding, will equal
the Monthly Payment that would have been due thereon on such date if the
related Balloon Payment had not come due, but rather such Mortgage Loan had
continued to amortize in accordance with its amortization schedule, if any, in
effect immediately prior to maturity and had continued to accrue interest in
accordance with such loan's terms in effect immediately prior to maturity. The
"Assumed Monthly Payment" deemed due on any such Mortgage Loan as to which the
related Mortgaged Property has become an REO Property, for each Due Date that
such REO Property remains part of the Trust Fund, will equal the Monthly
Payment (or, in the case of a Mortgage Loan delinquent in respect of its
Balloon Payment as


                                     S-174


described in the prior sentence, the Assumed Monthly Payment) due on the last
Due Date Prior to the acquisition of such REO Property.

     "Available Distribution Amount" means, for any Distribution Date, in
general:

       (a) all amounts on deposit in the Certificate Account as of the close of
   business on the related Determination Date, exclusive of any portion
   thereof that represents one or more of the following: (i) Monthly Payments
   collected but due on a Due Date subsequent to the related Collection
   Period; (ii) any payments of principal and interest, Liquidation Proceeds
   and Insurance and Condemnation Proceeds received after the end of the
   related Collection Period; (iii) Prepayment Premiums (which are separately
   distributable on the Certificates as hereinafter described); (iv) Excess
   Interest (which is distributable to the Class V Certificates as described
   in this prospectus supplement); (v) amounts that are payable or
   reimbursable to any person other than the Certificateholders (including
   amounts payable to the Master Servicer, the Special Servicer, any
   Sub-Servicers, the Trustee or the Fiscal Agent as compensation (including
   Trustee Fees, Master Servicing Fees, Special Servicing Fees, Workout Fees,
   Liquidation Fees and Default Charges) (to the extent Default Charges are
   not otherwise applied to cover interest on Advances or other expenses),
   assumption fees and modification fees), amounts payable in reimbursement of
   outstanding Advances, together with interest thereon, and amounts payable
   in respect of other Additional Trust Fund Expenses); (vi) amounts deposited
   in the Certificate Account in error; (vii) with respect to each Mortgage
   Loan which accrues interest on an Actual/360 Basis and any Distribution
   Date relating to the one month period preceding the Distribution Date in
   each February (and in any January of a year which is not a leap year), an
   amount equal to the related Withheld Amount; (viii) any amounts
   distributable to the Class PA Certificates in respect of the PA Pari Passu
   Note A-1 Component Mortgage Loan as described in clauses (iv) through (vi)
   under "--Distributions--Class PA Certificates and the PA Pari Passu Note
   A-1 Component Mortgage Loan" in this prospectus supplement; and (ix) any
   amounts distributable to the Class WB Certificates in respect of the WB
   Component Mortgage Loan as described in clauses (iv) through (vi) under
   "--Distributions--Class WB Certificates and the WB Component Mortgage Loan"
   in this prospectus supplement.

       (b) to the extent not already included in clause (a), any P&I Advances
   made with respect to such Distribution Date, any Compensating Interest
   Payments made by the Master Servicer to cover Prepayment Interest
   Shortfalls incurred during the related Collection Period and for the
   Distribution Date occurring in each March, the related Withheld Amounts
   remitted to the Trustee for distribution to the Certificateholders as
   described under "--Interest Reserve Account" in this prospectus supplement.

     "Average Daily Rate" or "ADR" means, with respect to a hotel Mortgaged
Property, the average rate charged at the Mortgaged Property per day.

     "Balance Per Unit" means, for each Mortgage Loan, the related balance of
such Mortgage Loan divided by the number of Units, Keys, Pads or SF (as
applicable), provided that (i) with respect to the PA Pari Passu Note A-1
Component Mortgage Loan such calculation includes both the PA Pari Passu Note
A-1 Component Mortgage Loan and the Pacific Arts Plaza Pari Passu Note A-2
Mortgage Loan (but excludes the PA Pari Passu Note A-1 Subordinate Component)
and (ii) with respect to the WB Component Mortgage Loan such calculation
includes only the WB Senior Component (and excludes the WB Subordinate
Component). Accordingly such ratios would be higher if the subordinate
component(s) and/or B note(s) (as applicable) were included.

     "Balloon" or "Balloon Loan" means a Mortgage Loan that provides for
monthly payments of principal based on an amortization schedule significantly
longer than the related remaining term thereof, thereby leaving substantial
principal amounts due and payable on their respective Maturity Dates, unless
prepaid prior thereto.

     "Balloon or ARD Loan-to-Value Ratio", "Balloon or ARD LTV Ratio", "Balloon
or ARD LTV", "Maturity Date Loan-to-Value" or "Maturity Date LTV" means, with
respect to any Mortgage Loan,


                                     S-175


the principal portion of the Balloon Payment of such Mortgage Loan (in the case
of the ARD Loan, assuming repayment on its Anticipated Repayment Date) divided
by the Appraisal Value of the related Mortgage Loan, except:

       (i) with respect to the PA Pari Passu Note A-1 Component Mortgage Loan
   such calculation includes the PA Pari Passu Note A-1 Senior Component and
   the Pacific Arts Plaza Pari Passu Note A-2 (but excludes the PA Pari Passu
   Note A-1 Subordinate Component) and with respect to the WB Component
   Mortgage Loan such calculation includes only the WB Senior Component (but
   excludes the WB Subordinate Component). Accordingly such ratios would be
   higher if the subordinate component and/or B note(s) (as applicable) were
   included; and

       (ii) with respect to the sets of Cross-Collateralized Mortgage Loans (1)
   the aggregate principal portion of the Balloon Payments for the related
   Cross-Collateralized Mortgage Loans divided by (2) the aggregate Appraisal
   Value for such Cross-Collateralized Mortgage Loans.

     "Balloon Payment" means the principal amount due and payable, together
with the corresponding interest payment, on a Balloon Loan on the related
Maturity Date.

     "Balloon Payment Interest Shortfall" means, with respect to any Balloon
Loan with a Maturity Date that occurs after, or that provides for a grace
period for its Balloon Payment that runs past, the Determination Date in any
calendar month, and as to which the Balloon Payment is actually received after
the Determination Date in such calendar month (but no later than its Maturity
Date or, if there is an applicable grace period, beyond the end of such grace
period), the amount of interest, to the extent not collected from the related
Determination Date, that would have accrued on the principal portion of such
Balloon Payment during the period from the related Maturity Date to, but not
including, the first day of the calendar month following the month of maturity
(less the amount of related Master Servicing Fees that would have been payable
from that uncollected interest and, if applicable, exclusive of any portion of
that uncollected interest that would have been Default Interest).

     "Base Interest Fraction" means, with respect to any Principal Prepayment
on any Mortgage Loan and with respect to any Class of Sequential Pay
Certificates, a fraction (a) whose numerator is the amount, if any, by which
(i) the Pass-Through Rate on such Class of Certificates exceeds (ii) the
Discount Rate and (b) whose denominator is the amount, if any, by which (i) the
Mortgage Rate on such Mortgage Loan exceeds (ii) the Discount Rate. However,
under no circumstances will the Base Interest Fraction be greater than one. If
such Discount Rate is greater than or equal to the lesser of (x) the Mortgage
Rate on such Mortgage Loan and (y) the Pass-Through Rate described in the
preceding sentence, then the Base Interest Fraction will equal zero.

     "Cash Flow" means with respect to any Mortgaged Property, the total cash
flow available for Annual Debt Service on the related Mortgage Loan, generally
calculated as the excess of Revenues over Expenses, capital expenditures and
tenant improvements and leasing commissions.

       (i) "Revenues" generally consist of certain revenues received in respect
   of a Mortgaged Property, including, for example, (A) for the Multifamily
   Mortgaged Properties, rental and other revenues; (B) for the Commercial
   Mortgaged Properties, base rent (less mark-to-market adjustments in some
   cases), percentage rent, expense reimbursements and other revenues; and (C)
   for hotel Mortgaged Properties, guest room rates, food and beverage
   charges, telephone charges and other revenues.

       (ii) "Expenses" generally consist of all expenses incurred for a
   Mortgaged Property, including for example, salaries and wages, the costs or
   fees of utilities, repairs and maintenance, marketing, insurance,
   management, landscaping, security (if provided at the Mortgaged Property)
   and the amount of real estate taxes, general and administrative expenses,
   ground lease payments, and other costs but without any deductions for debt
   service, depreciation and amortization or capital expenditures therefor. In
   the case of hotel Mortgaged Properties, Expenses include, for example,
   expenses relating to guest rooms (hotels only), food and beverage costs,
   telephone bills, and rental and other expenses, and such operating expenses
   as general and administrative, marketing and franchise fees.


                                     S-176


In certain cases, Full Year Cash Flow, Most Recent Cash Flow and/or U/W Cash
Flow have been adjusted by removing certain non-recurring expenses and revenue
or by certain other normalizations. Such Cash Flow does not necessarily reflect
accrual of certain costs such as capital expenditures and leasing commissions
and does not reflect non-cash items such as depreciation or amortization. In
some cases, capital expenditures and non-recurring items may have been treated
by a borrower as an expense but were deducted from Most Recent Expenses, Full
Year Expenses or U/W Expenses to reflect normalized Most Recent Cash Flow, Full
Year Cash Flow or U/W Cash Flow, as the case may be. The Depositor has not made
any attempt to verify the accuracy of any information provided by each borrower
or to reflect changes that may have occurred since the date of the information
provided by each borrower for the related Mortgaged Property. Such Cash Flow
was not necessarily determined in accordance with GAAP. Such Cash Flow is not a
substitute for net income determined in accordance with GAAP as a measure of
the results of a Mortgaged Property's operations or a substitute for cash flows
from operating activities determined in accordance with GAAP as a measure of
liquidity. Moreover, in certain cases such Cash Flow may reflect partial-year
annualizations.

     "Capital Markets Service Group" is defined on page S-108 to this
prospectus supplement.

     "CBE" is defined on page S-162 to this prospectus supplement.

     "Certificate Balance" means for any Class of Sequential Pay Certificates,
Class PA Certificates or Class WB Certificates outstanding at any time will be
the then aggregate stated principal amount thereof.

     "Certificate Owner" means a beneficial owner of an Offered Certificate.

     "Certificate Registrar" means the Trustee in its capacity as registrar.

     "Class" is defined on page S-121 to this prospectus supplement.

     "Class A Certificates" is defined on page S-121 to this prospectus
supplement.

     "Class A-SB Planned Principal Balance" means, for any Distribution Date,
the balance shown for such Distribution Date in the table set forth in Annex D
to this prospectus supplement.

     "Class X Certificates" is defined on page S-121 to this prospectus
supplement.

     "CMSA NOI Adjustment Worksheet" is defined on page S-147 to this
prospectus supplement.

     "CMSA Operating Statement Analysis Report" is defined on page S-147 to
this prospectus supplement.

     "Collateral Substitution Deposit" means an amount that will be sufficient
to (a) purchase U.S. government obligations (or in some instances the
applicable Mortgage Loan documents may require the borrower to deliver the U.S.
government obligations referenced in this clause (3)) providing for payments on
or prior to, but as close as possible to, all successive scheduled payment
dates from the Release Date to the related Maturity Date or Anticipated
Repayment Date (or, in certain cases, the commencement of the related Open
Period) in amounts sufficient to pay the scheduled payments (including, if
applicable, payments due on the subordinate component of each of the PA Pari
Passu Note A-1 Component Mortgage Loan and the WB Component Mortgage Loan in
the case of the related Mortgage Loan) due on such dates under the Mortgage
Loan or the defeased amount thereof in the case of a partial defeasance and (b)
pay any costs and expenses incurred in connection with the purchase of such
U.S. government obligations.

     "Collection Period" is defined on page S-11 to this prospectus supplement.


     "Commercial Loan" means a Mortgage Loan secured by a Commercial Mortgaged
Property.

     "Commercial Mortgaged Property" means a hotel, retail shopping mall or
center, an office building or complex, an industrial or warehouse building or a
self storage facility.

     "Compensating Interest Payment" means a cash payment from the Master
Servicer to the Trustee in an amount equal to the sum of (i) the aggregate
amount of Balloon Payment Interest


                                     S-177


Shortfalls, if any, incurred in connection with Balloon Payments received in
respect of the Mortgage Loans during the most recently ended Collection Period,
plus (ii) the lesser of (A) the aggregate amount of Prepayment Interest
Shortfalls, if any, incurred in connection with principal prepayments received
in respect of the Mortgage Loans during the most recently ended Collection
Period, and (B) the aggregate of (1) that portion of its Master Servicing Fees
for the related Collection Period that is, in the case of each and every
Mortgage Loan and REO Loan for which such Master Servicing Fees are being paid
in such Collection Period, calculated at 0.02% per annum, and (2) all
Prepayment Interest Excesses received in respect of the Mortgage Loans during
the most recently ended Collection Period, plus (iii) in the event that any
principal prepayment was received on the last business day of the second most
recently ended Collection Period, but for any reason was not included as part
of the Master Servicer Remittance Amount for the preceding Master Servicer
Remittance Date (other than because of application of the subject principal
prepayment for another purpose), the total of all interest and other income
accrued or earned on the amount of such principal prepayment while it is on
deposit with the Master Servicer.

     "Component Mortgage Loan REMIC" is defined on page S-163 to this
prospectus supplement.

     "Controlling Class" means, as of any date of determination, the
outstanding Class of Sequential Pay Certificates with the lowest payment
priority (the Class A Certificates being treated as a single Class for this
purpose) that has a then outstanding Certificate Balance at least equal to 25%
of its initial Certificate Balance (or, if no Class of Sequential Pay
Certificates has a Certificate Balance at least equal to 25% of its initial
Certificate Balance, then the Controlling Class will be the outstanding Class
of Sequential Pay Certificates with the then largest outstanding Class
principal balance). The Controlling Class as of the Delivery Date will be the
Class Q Certificates.

     "Controlling Class Certificateholder" means each Holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified to
the Trustee from time to time by such Holder (or Certificate Owner).

     "Controlling Holder" means the PA Pari Passu Note A-1 Controlling Holder
or the WB Controlling Holder, as applicable.

     "Corrected Mortgage Loan" means any Mortgage Loan or Serviced Whole Loan
which ceases to be a Specially Serviced Mortgage Loan (and as to which the
Master Servicer will re-assume servicing responsibilities) at such time as such
of the following as are applicable occur with respect to the circumstances that
caused the loan to be characterized as a Specially Serviced Mortgage Loan (and
provided that no other Servicing Transfer Event then exists): (a) in the case
of the circumstances described in clause (a) in the definition of Servicing
Transfer Event, if and when the related mortgagor has made three consecutive
full and timely Monthly Payments under the terms of such loan (as such terms
may be changed or modified in connection with a bankruptcy or similar
proceeding involving the related mortgagor or by reason of a modification,
waiver or amendment granted or agreed to by the Master Servicer or the Special
Servicer pursuant to the Pooling and Servicing Agreement); (b) in the case of
the circumstances described in clauses (b), (d), (e) and (f) in the definition
of Servicing Transfer Event, if and when such circumstances cease to exist in
the reasonable judgment of the Special Servicer; (c) in the case of the
circumstances described in clause (c) in the definition of Servicing Transfer
Event, if and when such default is cured in the reasonable judgment of the
Special Servicer; and (d) in the case of the circumstances described in clause
(g) in the definition of Servicing Transfer Event, if and when such proceedings
are terminated.

     "Cross-Collateralized Mortgage Loan" means a Mortgage Loan that is part of
one of the following sets of cross-collateralized and cross-defaulted Mortgage
Loans: (a) Loan Nos. 58844, 58845 and 58853; (b) Loan Nos. 20050810 and
20050811; (c) Loan Nos. 20050820 and 20050821; (d) Loan Nos. 20050808 and
20050809; (e) Loan Nos. 20050813 and 20050814; (f) Loan Nos. 20050815 and
20050816; (g) Loan Nos. 20050817 and 20050818; (h) Loan Nos. 20050725 and
20050725A; and (i) Loan Nos. 20050967 and 20050968.

     "Cut-off Date" is defined on page S-11 to this prospectus supplement.

                                     S-178


     "Cut-off Date Balance" means, for each Mortgage Loan, the unpaid principal
balance thereof as of the Cut-off Date, after application of all payments of
principal due on or before such date, whether or not received.

     "Cut-off Date Loan-to-Value Ratio", "Cut-off Date LTV Ratio" or "Cut-off
Date LTV" means, with respect to any Mortgage Loan, the Cut-off Date Balance of
such Mortgage Loan divided by the Appraisal Value of the related Mortgage Loan,
except:

       (1) with respect to the Holdback Loans, the Cut-off Date Balance of such
   Holdback Loan (net of the amount of the holdback) divided by the Appraisal
   Value of the related Mortgage Loan for such Holdback Loan;

       (2) (i) with respect to the PA Pari Passu Note A-1 Component Mortgage
   Loan such calculation includes the PA Pari Passu Note A-1 Senior Component
   and the Pacific Arts Plaza Pari Passu Note A-2 (but excludes the PA Pari
   Passu Note A-1 Subordinate Component) and (ii) with respect to the WB
   Component Mortgage Loan such calculation includes only the WB Senior
   Component (but excludes the WB Subordinate Component). Accordingly such
   ratios would be higher if the subordinate component(s) and/or B note(s) (as
   applicable) were included; and

       (3) with respect to the sets of Cross-Collateralized Mortgage Loans (i)
   the aggregate Cut-off Date Balance for the related Cross-Collateralized
   Mortgage Loans divided by (ii) the aggregate Appraisal Value for such
   Cross-Collateralized Mortgage Loans.

     "Default Charges" means late payment charges and Default Interest.

     "Default Interest" means interest (other than Excess Interest) in excess
of interest at the related Mortgage Rate accrued as a result of a default
and/or late payment charges.

     "Defaulted Mortgage Loan" means a Mortgage Loan (i) that is delinquent 60
days or more in respect to a Monthly Payment (not including the Balloon
Payment) or (ii) is delinquent in respect of its Balloon Payment unless the
Master Servicer has, on or prior to the due date of such Balloon Payment,
received written evidence from an institutional lender of such lender's binding
commitment to refinance such Mortgage Loan within 60 days after the due date of
such Balloon Payment (provided that if such refinancing does not occur during
such time specified in the commitment, the related Mortgage Loan will
immediately become a Defaulted Mortgage Loan), in either case such delinquency
to be determined without giving effect to any grace period permitted by the
related Mortgage or Mortgage Note and without regard to any acceleration of
payments under the related Mortgage and Mortgage Note, or (iii) as to which the
Master Servicer or Special Servicer has, by written notice to the related
mortgagor, accelerated the maturity of the indebtedness evidenced by the
related Mortgage Note.

     "Defeasance" means (for purposes of Annex A to this prospectus
supplement), with respect to any Mortgage Loan, that such Mortgage Loan is
subject to a Defeasance Option.

     "Defeasance Lock-out Period" or "DLP" means the time after the specified
period, which is at least two years from the Delivery Date, provided no event
of default exists, during which the related borrower may obtain a release of a
Mortgaged Property from the lien of the related Mortgage by exercising its
Defeasance Option.

     "Defeasance Option" means the option of the related borrower to obtain a
release of a Mortgaged Property from the lien of the related Mortgage during
the Defeasance Lock-out Period, which is at least two years from the Delivery
Date, provided no event of default exists and other conditions are satisfied as
described in this prospectus supplement.

     "Definitive Certificate" means a fully registered physical certificate.

     "Delivery Date" is defined on page S-11 to this prospectus supplement.

     "Depositor" is defined on page S-10 to this prospectus supplement.

     "Determination Date" is defined on page S-11 to this prospectus
supplement.

                                     S-179


     "Directing Certificateholder" means the Controlling Class
Certificateholder (or a representative selected by such Controlling Class
Certificateholder to act on its behalf) selected by the majority
Certificateholder of the Controlling Class, as certified by the Trustee from
time to time; provided, however, that (i) absent such selection, or (ii) until
a Directing Certificateholder is so selected, or (iii) upon receipt of a notice
from a majority of the Controlling Class, by Certificate Balance, that a
Directing Certificateholder is no longer designated, the Controlling Class
Certificateholder that owns the largest aggregate Certificate Balance of the
Controlling Class will be the Directing Certificateholder. As of the Delivery
Date the Directing Certificateholder is DSHI Opco LLC.

     "Discount Rate" means, with respect to any applicable Prepayment Premium
calculation, the yield on the U.S. Treasury issue with a maturity date closest
to the Maturity Date for the Mortgage Loan being prepaid (if applicable,
converted to a monthly compounded nominal yield), or an interpolation thereof,
in any case as specified and used in accordance with the related Mortgage Loan
documents in calculating the Prepayment Premium with respect to the related
prepayment; provided, however, that for any Mortgage Loan subject to a Fixed
Prepayment Premium, the Discount Rate means the yield on the U.S. Treasury
issue with a maturity date closest to the Maturity Date for the Mortgage Loan
being prepaid, or an interpolation thereof.

     "Distributable Certificate Interest" is defined on page S-136 to this
prospectus supplement.

     "Distribution Date" is defined on page S-11 to this prospectus supplement.


     "Distribution Date Statement" is defined on page S-145 to this prospectus
supplement.

     "DTC" means The Depository Trust Company.

     "Due Date" means the first day of each month.

     "Emergency Advance" means a Servicing Advance that must be made within
five business days in order to avoid a material adverse consequence to the
Trust Fund.

     "Environmental Report" means (A) an environmental site assessment, an
environmental site assessment update or a transaction screen that was performed
by an independent third-party environmental consultant with respect to a
Mortgaged Property securing a Mortgage Loan in connection with the origination
of such Mortgage Loan and (B) if applicable, a third-party consultant also
conducted a Phase II environmental site assessment of a Mortgaged Property.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "Excess Cash Flow" means all remaining monthly cash flow, if any, after
paying all debt service, required reserves, permitted operating expenses and
capital expenditures from a Mortgaged Property related to the ARD Loan from and
after the Anticipated Repayment Date.

     "Excess Interest" means interest accrued on the ARD Loan at the related
Excess Interest Rate.

     "Excess Interest Distribution Account" means the account (which may be a
sub-account of the Distribution Account) to be established and maintained by
the Trustee in the name of the Trustee for the benefit of the Class V
Certificateholders.

     "Excess Interest Rate" means the difference in rate of the ARD Loan's
Revised Rate over the related Mortgage Rate.

     "Excluded Plan" means a Plan sponsored by any member of the Restricted
Group.

     "Exemption" means, collectively, the individual prohibited transaction
exemptions granted by the U.S. Department of Labor to Bank of America
Corporation (PTE 93-31, as amended by PTE 97-34, PTE 2000-58 and PTE 2002-41),
Barclays Capital Inc. (Final Authorization Number 2004-03E), Bear Stearns & Co.
Inc. (PTE 90-30, as amended by PTE 97-34, PTE 2000-58 and PTE 2002-41),
Goldman, Sachs & Co. (PTE 89-88, as amended by PTE 97-34, PTE 2000-58 and PTE
2002-41) and Greenwich Capital Markets, Inc. (PTE 90-59, as amended by PTE
97-34, PTE 2000-58 and PTE 2002-41).

     "Exemption-Favored Party" means (a) Bank of America Corporation, (b) each
of the Underwriters, (c) any person directly or indirectly, through one or more
intermediaries, controlling,


                                     S-180


controlled by or under common control with Bank of America Corporation (such as
Banc of America Securities LLC) or any other Underwriter, and (d) any member of
the underwriting syndicate or selling group of which a person described in (a),
(b) or (c) is a manager or co-manager with respect to the Offered Certificates.

     "Fiscal Agent" is defined on page S-10 to this prospectus supplement.

     "Fitch" means Fitch, Inc.

     "Full Year Cash Flow" means, with respect to any Mortgaged Property, the
Cash Flow derived therefrom that was available for debt service, calculated as
Full Year Revenues less Full Year Expenses, Full Year capital expenditures and
Full Year tenant improvements and leasing commissions. See also "Cash Flow"
above.

       (i) "Full Year Revenues" are the Revenues received (or annualized or
   estimated in certain cases) in respect of a Mortgaged Property for the
   12-month period ended as of the Full Year End Date, based upon the latest
   available annual operating statement and other information furnished by the
   borrower for its most recently ended fiscal year.

       (ii) "Full Year Expenses" are the Expenses incurred (or annualized or
   estimated in certain cases) for a Mortgaged Property for the 12-month
   period ended as of the Full Year End Date, based upon the latest available
   annual operating statement and other information furnished by the borrower
   for its most recently ended fiscal year.

     "Full Year DSCR" means, with respect to any Mortgage Loan (a) the Full
Year Cash Flow for the related Mortgage Loan divided by (b) the Annual Debt
Service for such Mortgage Loan, except:

       (1) with respect to the Holdback Loans (a) the Full Year Cash Flow for
   the related Mortgage Loan divided by (b) the Annual Debt Service for such
   Holdback Loan (net of the debt service in respect of the holdback);

       (2) (a) with respect to the PA Pari Passu Note A-1 Component Mortgage
   Loan such calculation includes the PA Pari Passu Note A-1 Senior Component
   and the Pacific Arts Plaza Pari Passu Note A-2 (but excludes the PA Pari
   Passu Note A-1 Subordinate Component) and (b) with respect to the WB
   Component Mortgage Loan such calculation includes only the WB Senior
   Component (but excludes the WB Subordinate. Accordingly such ratios would
   be lower if the subordinate component(s) and/or B note(s) (as applicable)
   were included; and

       (3) with respect to the sets of Cross-Collateralized Mortgage Loans (1)
   the aggregate Full Year Cash Flow for such Cross-Collateralized Mortgage
   Loans divided by (2) the aggregate Annual Debt Service for such
   Cross-Collateralized Mortgage Loans.

     "Full Year End Date" means, with respect to each Mortgage Loan, the date
indicated on Annex A to this prospectus supplement as the "Full Year End Date"
with respect to such Mortgage Loan, which date is generally the end date with
respect to the period covered by the latest available annual operating
statement provided by the related borrower.

     "Fully Amortizing" means any Mortgage Loan that fully amortizes by its
Maturity Date, except that such Mortgage Loan may have a payment due at its
maturity in excess of its scheduled Monthly Payment.

     "GAAP" means generally accepted accounting principles.

     "Holdback Loans" means Loan Nos. 20050791, 20050811, 20050812 and 20050823
on Annex A to this prospectus supplement which, for purposes of calculating the
related debt service coverage ratio, excludes the holdback reserve of $100,000,
$275,000, $4,000,000 and $300,000, respectively.

     "Hyper Am" means (for purposes of Annex A to this prospectus supplement)
the ARD Loan.

     "Initial Certificate Balance" is defined on page S-156 to this prospectus
supplement.

     "Initial Pool Balance" means the aggregate Cut-off Date balance of the
Mortgage Loans, $2,161,044,350, subject to a variance of plus or minus 5%.


                                     S-181


     "Int Diff (MEY)" refers to a method of calculation of a yield maintenance
premium. Under this method, prepayment premiums are generally equal to an
amount equal to the greater of (a) one percent (1%) of the principal amount
being prepaid, or (b) the present value of a series of payments each equal to
the Int Diff Payment Amount over the remaining original term of the related
Mortgage Note and on the maturity date of the related Mortgage Loans,
discounted at the Reinvestment Yield for the number of months remaining as of
the date of such prepayment to each such date that payment is required under
the related Mortgage Loan documents and the maturity date of the related
Mortgage Loans (or, with respect to Mortgage Loan No. 58624, the Optional
Prepayment Date as described in the underlying Note).

     "Int Diff Payment Amount" means the amount of interest which would be due
on the portion of the Mortgage Loan being prepaid, assuming a per annum
interest rate equal to the excess (if any) of the Mortgage Rate of the related
Mortgage Loan over the Reinvestment Yield.

     "Reinvestment Yield" means the yield rate for the specified U.S. Treasury
security as described in the underlying Mortgage Note converted to a monthly
compounded nominal yield.

    o Loan Nos. 58926, 58624, 58976, 58964, 58905, 58961, 58790 and 58906 have
      been assumed to be included in this category for purposes of Annex A to
      this prospectus supplement.

    o With respect to Loan No. 58906, "Reinvestment Yield" means the yield
      rate for the specified U.S. Treasury security as described in the
      underlying Mortgage Note converted to a monthly compounded nominal yield
      plus 50 basis points.

     "Int Diff (BEY)" refers to a method of calculation of a yield maintenance
premium. Under this method, prepayment premiums are generally equal to an
amount equal to the greater of (a) one percent (1%) of the principal amount
being prepaid or (b) the product obtained by multiplying (x) the principal
amount being prepaid, times (y) the difference obtained by subtracting (I) the
Yield Rate from (II) the mortgage rate of the related Mortgage Loan, times (z)
the present value factor calculated using the following formula:

         -n
  1-(1+r)
 ---------
     r

where `r' is equal to the Yield Rate and `n' is equal to the number of years
(and any fraction thereof), remaining between the date the prepayment is made
and the maturity date of the related Mortgage Loan. As used in this definition,
"Yield Rate" means the yield rate for the specified U.S. Treasury security, as
reported in The Wall Street Journal, on the fifth business day preceding the
date the prepayment is required in the related Mortgage Loan documents.

    o Loan Nos. 58844, 58845, 58853, 58940 and 58883 have been assumed to be
      included in this category for purposes of Annex A to this prospectus
      supplement.

     "Int Diff (BEY) -- B" refers to a method of calculation of a yield
maintenance premium. Under this method, prepayment premiums are generally equal
to an amount equal to the greater of (a) one percent (1%) of the principal
amount being prepaid or (b) the product obtained by multiplying (x) the
principal amount being prepaid, times (y) the difference obtained by
subtracting (I) the Yield Rate + 100 bps from (II) the mortgage rate of the
related Mortgage Loan, times (z) the present value factor calculated using the
following formula:

         -n
  1-(1+r)
 ---------
     r

where `r' is equal to the Yield Rate and `n' is equal to the number of years
(and any fraction thereof), remaining between the date the prepayment is made
and the maturity date of the related Mortgage Loan. As used in this definition,
"Yield Rate" means the yield rate for the specified U.S. Treasury security, as
reported in The Wall Street Journal, on the fifth business day preceding the
date the prepayment is required in the related Mortgage Loan documents.

    o Loan No. 58165 has been assumed to be included in this category for
      purposes of Annex A to this prospectus supplement.


                                     S-182


     "Interest Only" means any Mortgage Loan which requires scheduled payments
of interest only until the related maturity date or Anticipated Repayment Date.


     "Interest Only, Hyper Am" means any Mortgage Loan which requires scheduled
payments of interest only until the Anticipated Repayment Date and, if such
Mortgage Loan is not paid in full on such Anticipated Repayment Date, then the
interest rate will increase for the remaining term of such Mortgage Loan.

     "Interest Reserve Account" means the account (which may be a sub-account
of the Certificate Account) to be established and maintained by the Master
Servicer in the name of the Trustee for the benefit of the Certificates.

     "IO Balloon"means any Mortgage Loan which requires only scheduled payments
of interest for some (but not all) of the term of the related Mortgage Loan and
that has a significant outstanding balance at maturity.

     "La Salle" is defined on page S-151 to this prospectus supplement.

     "Leasable Square Footage", "Net Rentable Area (SF)" or "NRA" means, in the
case of a Mortgaged Property operated as a retail, office, industrial or
warehouse facility, the square footage of the net leasable area.

     "Liquidation Fee" means the fee generally payable to the Special Servicer
in connection with the liquidation of a Specially Serviced Mortgage Loan.

     "Liquidation Fee Rate" means a rate equal to per annum 1.0% (100 basis
points).

     "LNR" is defined on page S-108 to this prospectus supplement.

     "Lock-out Period" or "LOP" means a period during which voluntary principal
prepayments are prohibited.

     "MAI" means a member of the Appraisal Institute.

     "Major Tenant" means any tenant at a Commercial Mortgaged Property (other
than a single tenant) that rents at least 20% of the Leasable Square Footage at
such property.

     "Master Servicer" is defined on page S-10 to this prospectus supplement.

     "Master Servicer Remittance Date" means, for any month, the business day
preceding each Distribution Date.

     "Master Servicing Fee" means principal compensation to be paid to the
Master Servicer in respect of its master servicing activities.

     "Master Servicing Fee Rate" means the range of fees to be paid to the
Master Servicer in respect of the Mortgage Loans.

     "Maturity" or "Maturity Date" means, with respect to any Mortgage Loan,
the date specified in the related Mortgage Note as its Maturity Date or, with
respect to the ARD Loan, its Anticipated Repayment Date.

     "Maturity Assumptions" is defined on S-156 to this prospectus supplement.

     "Maturity Date Balance" means, with respect to any Mortgage Loan, the
balance due at Maturity, or in the case of the ARD Loan, the related
Anticipated Repayment Date, assuming no prepayments, defaults or extensions.

     "MERS" means Mortgage Electronic Registration Systems, Inc.

     "MERS Designated Mortgage Loan" means a Mortgage Loan which shows the
Trustee on behalf of the Trust as the owner of the related Mortgage Loan on the
records of MERS for purposes of the system of recording transfers of beneficial
ownership of mortgages maintained by MERS.

     "Modified Mortgage Loan" means any Mortgage Loan or Serviced Whole Loan as
to which any Servicing Transfer Event has occurred and which has been modified
by the Special Servicer in a


                                     S-183


manner that: (i) affects the amount or timing of any payment of principal or
interest due thereon (other than, or in addition to, bringing current Monthly
Payments with respect to such Mortgage Loan or Serviced Whole Loan); (ii)
except as expressly contemplated by the related Mortgage, results in a release
of the lien of the Mortgage on any material portion of the related Mortgaged
Property without a corresponding principal prepayment in an amount not less
than the fair market value (as is) of the property to be released; or (iii) in
the reasonable judgment of the Special Servicer, otherwise materially impairs
the security for such Mortgage Loan or Serviced Whole Loan or reduces the
likelihood of timely payment of amounts due thereon.

     "Monthly Payment" means, with respect to any Mortgage Loan or Serviced
Whole Loan, scheduled monthly payments of principal and interest on such
Mortgage Loan or Serviced Whole Loan except, solely for purposes of Annex A to
this prospectus supplement, as follows:

       (1) with respect to Interest Only loans, the related "Monthly Payment"
   is equal to the average "Monthly Payment" over the term of the loan.

       (2) with respect to any IO Balloon or any Partial Interest Only Loans,
   the related "Monthly Payment" is equal to the principal and interest
   beginning after the amortization commencement date; and

       (3) with respect to Loan No. 58345 on Annex A to this prospectus
   supplement, the related "Monthly Payment" is equal to the average of the
   first 12 scheduled monthly payments of principal and interest after the
   amortization commencement date as set forth on the related Amortization
   Schedule.

     "Moody's" means Moody's Investors Service, Inc.

     "Mortgage" means the one or more mortgages, deeds of trust or other
similar security instruments that create a first mortgage lien on a fee simple
and/or leasehold interest in related Mortgaged Property.

     "Mortgage Loan" means one of the mortgage loans in the Mortgage Pool.

     "Mortgage Loan Purchase and Sale Agreement" means the separate mortgage
loan purchase and sale agreements to be dated as of the Delivery Date by which
the Depositor will acquire the Mortgage Loans from each Mortgage Loan Seller as
of the Delivery Date.

     "Mortgage Loan Schedule" means the schedule of Mortgage Loans attached to
the Pooling and Servicing Agreement.

     "Mortgage Loan Sellers" is defined on page S-10 to this prospectus
supplement.

     "Mortgage Note" means the one or more promissory notes evidencing the
related Mortgage.

     "Mortgage Pool" means the pool of mortgage loans consisting of 109
multifamily and commercial mortgage loans.

     "Mortgage Rate" means the per annum interest rate applicable each Mortgage
Loan that is fixed for the remaining term of the Mortgage Loan, except in the
case of the ARD Loan which will accrue interest at a higher rate after their
respective Anticipated Repayment Date.

     "Mortgaged Property" means the real property subject to the lien of a
Mortgage and constituting collateral for the related Mortgage Loan.

     "Most Recent Cash Flow" means, with respect to any Mortgaged Property for
the 12-month period ended on the Most Recent End Date, the Cash Flow derived
therefrom that was available for debt service, calculated as Most Recent
Revenues less Most Recent Expenses, Most Recent capital expenditures and Most
Recent tenant improvements and leasing commissions. See also "Cash Flow".

       (i) "Most Recent Revenues" are the Revenues received (or annualized or
   estimated in certain cases) in respect of a Mortgaged Property for the
   12-month period ended on the Most Recent End Date, based upon operating
   statements and other information furnished by the related borrower.


                                     S-184


       (ii) "Most Recent Expenses" are the Expenses incurred (or annualized or
   estimated in certain cases) for a Mortgaged Property for the 12-month
   period ended on the Most Recent End Date, based upon operating statements
   and other information furnished by the related borrower.

     "Most Recent DSCR" means, with respect to any other Mortgage Loan (a) the
Most Recent Cash Flow for the related Mortgage Loan divided by (b) the Annual
Debt Service for such Mortgage Loan, except:

       (1) with respect to the Holdback Loans (a) the Most Recent Cash Flow for
   the related Mortgage Loan divided by (b) the Annual Debt Service for such
   Holdback Loan (net of the debt service in respect of the holdback);

       (2) with respect to the sets of Cross-Collateralized Mortgage Loans (1)
   the aggregate Most Recent Cash Flow for the related Cross-Collateralized
   Mortgage Loans divided by (2) the aggregate Annual Debt Service for such
   Cross-Collateralized Mortgage Loans; and

       (3) (a) with respect to the PA Pari Passu Note A-1 Component Mortgage
   Loan such calculation includes the PA Pari Passu Note A-1 Senior Component
   and the Pacific Arts Plaza Pari Passu Note A-2 (but excludes the PA Pari
   Passu Note A-1 Subordinate Component) and (b) with respect to the WB
   Component Mortgage Loan such calculation includes only the WB Senior
   Component (but excludes the WB Subordinate Component). Accordingly such
   ratios would be lower if the subordinate component(s) and/or B note(s) (as
   applicable) were included.

     "Most Recent End Date" means, with respect to any Mortgage Loan, the date
indicated on Annex A to this prospectus supplement as the "Most Recent End
Date" with respect to such Mortgage Loan, which date is generally the end date
with respect to the period covered by the latest available operating statement
provided by the related borrower.

     "Most Recent Statement Type" means certain financial information with
respect to the Mortgaged Properties as set forth in the three categories listed
in (i) through (iii) immediately below.

       (i) "Full Year" means certain financial information regarding the
   Mortgaged Properties presented as of the date which is presented in the
   Most Recent Financial End Date.

       (ii) "Annualized Most Recent" means certain financial information
   regarding the Mortgaged Properties which has been annualized based upon one
   month or more of financial data.

       (iii) "Trailing 12 Months" means certain financial information regarding
   a Mortgaged Properties which is presented for the previous 12 months prior
   to the Most Recent End Date.

     "Multifamily Loan" means a Mortgage Loan secured by a Multifamily
Mortgaged Property.

     "Multifamily Mortgaged Property" means a manufactured housing community or
complex consisting of five or more rental living units or one or more apartment
buildings each consisting of five or more rental living units.

     "Net Aggregate Prepayment Interest Shortfall" is defined on page S-136 to
this prospectus supplement.

     "Net Mortgage Rate" means with respect to any Mortgage Loan (or, in the
case of the PA Pari Passu Note A-1 Mortgage Loan and the WB Component Mortgage
Loan, the related senior component) is, in general, a per annum rate equal to
the related Mortgage Rate minus the Administrative Fee Rate (which is, with
respect to the PA Pari Passu Note A-1 Senior Component, approximately
[       ]% per annum and with respect to the WB Senior Component, approximately
[    ]% per annum); provided, however, that for purposes of calculating the
Pass-Through Rate for each Class of REMIC II Certificates from time to time,
the Net Mortgage Rate for any Mortgage Loan or senior component will be
calculated without regard to any modification, waiver or amendment of the terms
of such Mortgage Loan or senior component subsequent to the Delivery Date; and
provided, further, however, that if any Mortgage Loan or senior component does


                                     S-185


not accrue interest on the basis of a 360-day year consisting of twelve 30-day
months, which is the basis on which interest accrues in respect of the REMIC II
Certificates, then the Net Mortgage Rate of such Mortgage Loan or senior
component for any one-month period preceding a related Due Date will be the
annualized rate at which interest would have to accrue in respect of such loan
on the basis of a 360-day year consisting of twelve 30-day months in order to
produce the aggregate amount of interest actually accrued in respect of such
loan during such one-month period at the related Mortgage Rate (net of the
related Administrative Fee Rate); provided, however, that with respect to such
Mortgage Loans or senior components, the Net Mortgage Rate for each one month
period (a) prior to the due dates in January and February in any year which is
not a leap year or in February in any year which is a leap year will be the per
annum rate stated in the related Mortgage Note (net of the Administrative Fee
Rate) and (b) prior to the due date in March will be determined inclusive of
one day of interest retained for the one month period prior to the due dates in
January and February in any year which is not a leap year or February in any
year which is a leap year. As of the Cut-off Date (without regard to the
adjustment described above), the Net Mortgage Rates for the Mortgage Loans and
senior components ranged from 4.1867% per annum to 5.9392% per annum, with a
Weighted Average Net Mortgage Rate of 5.1772% per annum. See "Servicing of the
Mortgage Loans--Servicing and Other Compensation and Payment of Expenses" in
this prospectus supplement. For purposes of the calculation of the Net Mortgage
Rate in Annex A to this prospectus supplement, such values were calculated
without regard to the adjustment described in the definition of Net Mortgage
Rate in this prospectus supplement.

     "Non-Specially Serviced Mortgage Loan" means a Mortgage Loan or a Serviced
Whole Loan which is not Specially Serviced Mortgage Loans.

     "Non-Partitioned Mortgage Loans" means the Mortgage Loans, other than the
PA Pari Passu Note A-1 Component Mortgage Loan.

     "Nonrecoverable Advances" means a Nonrecoverable P&I Advance or a
Nonrecoverable Servicing Advance, as applicable.

     "Nonrecoverable P&I Advance" means any P&I Advance that the Master
Servicer or the Trustee determines in its reasonable good faith judgment would,
if made, not be recoverable out of Related Proceeds.

     "Nonrecoverable Servicing Advance" means and Advances that, in the
reasonable judgment of the Master Servicer, the Special Servicer or the
Trustee, as the case may be, will not be ultimately recoverable from Related
Proceeds.

     "Notional Amount" means the notional amount used for purposes of
calculating the amount of accrued interest on the Class XC and Class XP
Certificates.

     "NPV (MEY)" refers to a method of calculation of a yield maintenance
premium. Under this method, prepayment premiums are generally equal to an
amount equal to the greater of (a) one percent (1%) of the principal amount
being prepaid or (b) an amount equal to (y) the sum of the present values as of
the date of prepayment of the related Mortgage Loan of all unpaid principal and
interest payments required under the related Mortgage Loan document, calculated
by discounting such payments from their respective scheduled payment dates back
to the date of prepayment of the related Mortgage Loan at a discount rate based
on a treasury rate converted to a monthly compounded nominal yield as provided
in the underlying Mortgage Loan document, minus (z) the outstanding principal
balance of the Mortgage Loan as of the date of prepayment of the related
Mortgage Loan.

    o Loan Nos. 42773, 43162, 42937, 43236, 42849, 43230, 42705, 42848, 42625,
      42383, 42924 and 42948 have been assumed to be included in this category
      for purposes of Annex A to this prospectus supplement.

     "Occupancy %" or "Occupancy Percent" means the percentage of total
Units/Keys/Pads/SF, as the case may be, of the Mortgaged Property that was
occupied as of a specified date, as specified by the borrower or as derived
from the Mortgaged Property's rent rolls, which generally are calculated by
physical presence or, alternatively, collected rents as a percentage of
potential rental revenues.


                                     S-186


     "Offered Certificates" is defined on page S-121 to this prospectus
supplement.

     "Open" means, with respect to any Mortgage Loan, that such Mortgage Loan
may be voluntarily prepaid without a Prepayment Premium.

     "Open Period" means a period during which voluntary principal prepayments
may be made without an accompanying Prepayment Premium.

     "Option Price" means generally (i) the unpaid principal balance of the
Defaulted Mortgage Loan, plus accrued and unpaid interest on such balance, all
related unreimbursed Advances (and interest on Advances), and all accrued
Master Servicing Fees, Special Servicing Fees, Trustee Fees and Additional
Trust Fund Expenses allocable to such Defaulted Mortgage Loan whether paid or
unpaid, if the Special Servicer has not yet determined the fair value of the
Defaulted Mortgage Loan, or (ii) the fair value of the Defaulted Mortgage Loan
as determined by the Special Servicer, if the Special Servicer has made such
fair value determination.

     "Original Balance" means the original principal balance of a Mortgage Loan
and if such Mortgage Loan is a multi-property Mortgage Loan, then the "Original
Balance" applicable to each Mortgaged Property will be as allocated in the
Mortgage Loan documents. If such allocation is not provided in the Mortgage
Loan documents, then the "Original Balance" will be allocated to each Mortgaged
Property in proportion to its Appraisal Value.

     "P&I Advance" means an Advance of principal and/or interest.

     "Pacific Arts Plaza Intercreditor Agreement" is defined on page S-85 to
this prospectus supplement.

     "Pacific Arts Plaza Mortgaged Property" is defined on page S-85 to this
prospectus supplement.

     "Pacific Arts Plaza Pari Passu Noteholders" is defined on page S-85 to
this prospectus supplement.

     "Pacific Arts Plaza Pari Passu Note A-1" is defined on page S-85 to this
prospectus supplement.

     "Pacific Arts Plaza Pari Passu Note A-2" is defined on page S-85 to this
prospectus supplement.

     "Pacific Arts Plaza Purchase Option Holder" is defined on page S-88 to
this prospectus supplement.

     "Pacific Arts Plaza Repurchase Price" is defined on page S-89 to this
prospectus supplement.

     "Pacific Arts Plaza Whole Loan" is defined on page S-85 to this prospectus
supplement.

     "PA Pari Passu Note A-1 Accrued Component Interest" means, in respect of
each of the PA Pari Passu Note A-1 Senior Component and the PA Pari Passu Note
A-1 Subordinate Component for each Distribution Date, one calendar month's
interest at the applicable interest rate (net of the Administrative Fee Rate)
for such PA Pari Passu Note A-1 Senior Component and PA Pari Passu Note A-1
Subordinate Component, which, in the case of the PA Pari Passu Note A-1 Senior
Component, is equal to approximately [      ]% per annum and, in the case of
the PA Pari Passu Note A-1 Subordinate Component, is equal to the Pass-Through
Rate of the Class PA Certificates. The PA Pari Passu Note A-1 Senior Component
and the PA Pari Passu Note A-1 Subordinate Component accrue interest on an
Actual/360 Basis.

     "PA Pari Passu Note A-1 Component Distributable Interest" means, in
respect of each of the PA Pari Passu Note A-1 Senior Component and the PA Pari
Passu Note A-1 Subordinate Component for each Distribution Date, the PA Pari
Passu Note A-1 Accrued Component Interest in respect of such PA Pari Passu Note
A-1 Senior Component and PA Pari Passu Note A-1 Subordinate Component reduced
by such component's allocable share of any Prepayment Interest Shortfall for
such Distribution Date.

     "PA Pari Passu Note A-1 Component Mortgage Loan" is defined on page S-89
to this prospectus supplement.

     "PA Pari Passu Note A-1 Component Principal Entitlement" means, with
respect to the PA Pari Passu Note A-1 Senior Component or the PA Pari Passu
Note A-1 Subordinate Component (a) prior


                                     S-187


to any monetary or other material events of default under the Pacific Arts
Plaza Whole Loan, an amount equal to the PA Pari Passu Note A-1 Senior
Component's or the PA Pari Passu Note A-1 Subordinate Component's pro rata
share of the PA Pari Passu Note A-1 Principal Distribution Amount and (b) after
any monetary or other material event of default under the Pacific Arts Plaza
Whole Loan, an amount equal to the lesser of (i) the outstanding principal
balance of the PA Pari Passu Note A-1 Senior Component or the PA Pari Passu
Note A-1 Subordinate Component and (ii) the portion of the PA Pari Passu Note
A-1 Principal Distribution Amount remaining after giving effect to all
distributions of higher priority on such Distribution Date.

     "PA Pari Passu Note A-1 Control Appraisal Period" means that the
outstanding aggregate principal balance of the PA Pari Passu Note A-1
Subordinate Component (net of any Appraisal Reduction Amounts, principal
payments, realized losses and unreimbursed additional trust fund expenses) is
less than 25% of its original principal balance.

     "PA Pari Passu Note A-1 Controlling Holder" means, with respect to any
date of determination, (a) prior to the occurrence of a PA Pari Passu Note A-1
Control Appraisal Period, the holders of a majority interest in the Class PA
Certificates and (b) during the occurrence and the continuance of a PA Pari
Passu Note A-1 Control Appraisal Period, the Pacific Arts Plaza Pari Passu
Noteholders, pursuant to the Pacific Arts Plaza Intercreditor Agreement;
provided, however, that neither the borrower nor any affiliate of the borrower
will ever be the PA Pari Passu Note A-1 Controlling Holder. Pursuant to the
Pacific Arts Plaza Intercreditor Agreement, the Pacific Arts Plaza Pari Passu
Noteholders (which includes the Trust Fund as the holder of the Pacific Arts
Plaza Pari Passu Note A-1) will be required to vote on any matter requiring the
direction and/or consent of the PA Pari Passu Note A-1 Controlling Holder,
except that under the Pacific Arts Plaza Intercreditor Agreement, other than
during a PA Pari Passu Note A-1 Control Appraisal Period, only the vote of the
Trust Fund, as the holder of Pacific Arts Plaza Pari Passu Note A-1, will be
required. During such times as the Trustee, on behalf of the Trust Fund, is
required to vote on any matter requiring the direction and/or consent of the PA
Pari Passu Note A-1 Controlling Holder, the PA Pari Passu Note A-1 Controlling
Holder will direct the Trustee's vote as set forth in the Pooling and Servicing
Agreement. During such times as the vote of both Pacific Arts Plaza Pari Passu
Noteholders is required, the voting rights given to each Pacific Arts Plaza
Pari Passu Noteholder will be weighted based on the related Pacific Arts Plaza
Pari Passu Note's portion of the outstanding principal balance of the Pacific
Arts Plaza Whole Loan. As set forth in the Pacific Arts Plaza Intercreditor
Agreement, any matter requiring the vote of the Pacific Arts Plaza Pari Passu
Noteholders as the PA Pari Passu Note A-1 Controlling Holder will generally
require the holders of 50% or more of such voting rights to agree whether or
not to make any such decision. If the holders of 50% or more of the voting
rights do not agree, the Pacific Arts Plaza Pari Passu Noteholder with the
largest outstanding principal balance will make any such decision.

     "PA Pari Passu Note A-1 Junior Portion" is defined on page S-85 to this
prospectus supplement.

     "PA Pari Passu Note A-1 Principal Distribution Amount" means, for any
Distribution Date, in general, the aggregate of the following: (a) the
principal portions of all Monthly Payments (other than a Balloon Payment) and
any Assumed Monthly Payments due or deemed due, made by or on behalf of the
related borrower or advanced, as the case may be, in respect of the PA Pari
Passu Note Component A-1 Mortgage Loan for the Due Date occurring during the
related Collection Period or any prior Collection Period; (b) all voluntary
principal prepayments received on the PA Pari Passu Note A-1 Component Mortgage
Loan during the related Collection Period; (c) with respect to the PA Pari
Passu Note A-1 Component Mortgage Loan if its stated Maturity Date occurred
during or prior to the related Collection Period, any payment of principal
(exclusive of any voluntary principal prepayment and any amount described in
clause (d) below) made by or on behalf of the borrower during the related
Collection Period, net of any portion of such payment that represents a
recovery of the principal portion of any Monthly Payment (other than a Balloon
Payment) due, or the principal portion of any Assumed Monthly Payment deemed
due, in respect of the PA Pari Passu Note A-1 Component Mortgage Loan on a Due
Date during or prior to the related Collection Period and not previously
recovered; (d) all Liquidation Proceeds and Insurance and Condemnation Proceeds
received on the PA Pari Passu Note A-1 Component Mortgage Loan during the
related


                                     S-188


Collection Period that were identified and applied by the Master Servicer as
recoveries of principal thereof, in each case net of any portion of such
amounts that represents recovery of the principal portion of any Monthly
Payment (other than a Balloon Payment) due, or the principal portion of any
Assumed Monthly Payment deemed due, in respect of the PA Pari Passu Note A-1
Component Mortgage Loan on a Due Date during or prior to the related Collection
Period and not previously recovered; and (e) the portion any amount described
in clause (e) of the definition of Principal Distribution Amount, as described
under "--Distributions--Principal Distribution Amounts" in this prospectus
supplement that is attributable to the PA Pari Passu Note A-1 Component
Mortgage Loan.

     "PA Pari Passu Note A-1 Senior Balance" means the deemed principal balance
related to the PA Pari Passu Note A-1 Senior Component for purposes of
calculating the allocation of collections on the PA Pari Passu Note A-1
Component Mortgage Loan between the PA Pari Passu Note A-1 Senior Component, on
the one hand, and the PA Pari Passu Note A-1 Subordinate Component on the other
hand.

     "PA Pari Passu Note A-1 Senior Component" is defined on page S-89 to this
prospectus supplement.

     "PA Pari Passu Note A-1 Senior Portion" is defined on page S-85 to this
prospectus supplement.

     "PA Pari Passu Note A-1 Subordinate Balance" means the deemed principal
balance related to the PA Pari Passu Note A-1 Subordinate Component for
purposes of calculating the allocation of collections on the PA Pari Passu Note
A-1 Component Mortgage Loan between the PA Pari Passu Note A-1 Senior
Component, on the one hand, and the PA Pari Passu Note A-1 Subordinate
Component on the other hand.

     "PA Pari Passu Note A-1 Subordinate Component" is defined on page S-89 to
this prospectus supplement.

     "Partial Interest Only" means an Interest Only loan that pays principal
and interest for a portion of its term.

     "Participants" means the participating organizations in the DTC.

     "Party in Interest" is defined on page S-167 to this prospectus
   supplement.

     "Pass-Through Rate" is defined on page S-125 to this prospectus
supplement.

     "Payment After Determination Date Report" is defined on page S-145 to this
prospectus supplement.

     "Penetration" means, with respect to a hotel Mortgaged Property, the ratio
between the hotel's operating results and the corresponding data for the
market. If the penetration factor is greater than 100%, then hotel is
performing better than the competitive market; conversely, if the penetration
is less than 100%, the hotel is performing at a level below the competitive
market.

     "Periodic Treasury Yield" means (a) the annual yield to maturity of the
actively traded noncallable U.S. Treasury fixed interest rate security (other
than such security which can be surrendered at the option of the holder at face
value in payment of federal estate tax or which was issued at a substantial
discount) that has a maturity closest to (whether before, on or after) the
maturity date (or if two or more securities have maturity dates equally close
to the maturity date, the average annual yield to maturity of all such
securities), as reported in The Wall Street Journal or other authoritative
publication or news retrieval service on the fifth business day preceding the
prepayment date, divided by (b) twelve, if scheduled payment dates are monthly,
or four, if scheduled payment dates are quarterly.

     "Permitted Encumbrances" means any or all of the following encumbrances:
(a) the lien for current real estate taxes, ground rents, water charges, sewer
rents and assessments not yet due and payable, (b) covenants, conditions and
restrictions, rights of way, easements and other matters that are of public
record and/or are referred to in the related lender's title insurance policy
(or, if not yet issued, referred to in a pro forma title policy or a
"marked-up" commitment), none of which


                                     S-189


materially interferes with the security intended to be provided by such
Mortgage, the current principal use and operation of the related Mortgaged
Property or the current ability of the related Mortgaged Property to generate
income sufficient to service such Mortgage Loan, (c) exceptions and exclusions
specifically referred to in such lender's title insurance policy (or, if not
yet issued, referred to in a pro forma title policy or "marked-up" commitment),
none of which materially interferes with the security intended to be provided
by such Mortgage, the current principal use and operation of the related
Mortgaged Property or the current ability of the related Mortgaged Property to
generate income sufficient to service such Mortgage Loan, (d) other matters to
which like properties are commonly subject, none of which materially interferes
with the security intended to be provided by such Mortgage, the current
principal use and operation of the related Mortgaged Property or the current
ability of the related Mortgaged Property to generate income sufficient to
service the related Mortgage Loan, (e) the rights of tenants (as tenants only)
under leases (including subleases) pertaining to the related Mortgaged Property
which the Mortgage Loan Seller did not require to be subordinated to the lien
of such Mortgage and which do not materially interfere with the security
intended to be provided by such Mortgage and (f) if such Mortgage Loan
constitutes a Cross-Collateralized Mortgage Loan, the lien of the Mortgage for
another Mortgage Loan contained in the set of cross-collateralized Mortgage
Loans.

     "Permitted Investments" means certain government securities and other
investment grade obligations specified in the Pooling and Servicing Agreement.

     "Plan" means a fiduciary of any retirement plan or other employee benefit
plan or arrangement, including individual retirement accounts and individual
retirement annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested, including
insurance company general accounts, that is subject to ERISA or Section 4975 of
the Code.

     "Plan Assets" means "plan assets" for purposes of Part 4 of Title I of
ERISA and Section 4975 of the Code.

     "Pooling and Servicing Agreement" means that certain pooling and servicing
agreement dated as of July 1, 2005, among the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the REMIC Administrator and the Fiscal
Agent.

     "Post CAP Loan" means the PA Pari Passu Note A-1 Component Mortgage Loan,
following the occurrence of and during the continuance of a PA Control
Appraisal Period.

     "Prepayment Interest Excess" means if a borrower prepaid a Mortgage Loan,
in whole or in part, after the Due Date but on or before the Determination Date
in any calendar month, then (to the extent actually collected) the amount of
interest (net of related Master Servicing Fees and any Excess Interest) accrued
on such prepayment from such Due Date to, but not including, the date of
prepayment (or any later date through which interest accrues).

     "Prepayment Interest Shortfall" means if a borrower prepays a Mortgage
Loan, in whole or in part, after the Determination Date in any calendar month
and does not pay interest on such prepayment through the end of such calendar
month, then the shortfall in a full month's interest (net of related Master
Servicing Fees and any Excess Interest) on such prepayment.

     "Prepayment Premium" means a premium, penalty, charge (including, but not
limited to, yield maintenance charges) or fee due in relation to a voluntary
principal prepayment.

     "Prepayment Premium Period" means a period during which any voluntary
principal prepayment is to be accompanied by a Prepayment Premium.

     "Primary Collateral" means the Mortgaged Property directly securing a
Cross-Collateralized Mortgage Loan or Mortgaged Property and excluding any
property as to which the related lien may only be foreclosed upon by exercise
of cross-collateralization of such loans.

     "Principal Distribution Amount" is defined on page S-136 to this
prospectus supplement.

     "Private Certificates" is defined on page S-121 to this prospectus
supplement.

                                     S-190


     "PTE" means a Prohibited Transaction Exemption.

     "Purchase Option" means, in the event a Mortgage Loan becomes a Defaulted
Mortgage Loan, the assignable option (such option will only be assignable after
such option arises) of any majority Certificateholder of the Controlling Class
or the Special Servicer to purchase the related Defaulted Mortgage Loan,
subject to the purchase rights of any mezzanine lender and the purchase option
of the PA Pari Passu Note A-1 Controlling Holder (in the case of the PA Pari
Passu Note A-1 Component Mortgage Loan), the WB Controlling Holder (in the case
of the WB Component Mortgage Loan), and the Pacific Arts Plaza Purchase Option
Holder (in the case of the Pacific Arts Plaza Whole Loan), from the Trust Fund
at the Option Price.

     "Purchase Price" means the price generally equal to the unpaid principal
balance of the related Mortgage Loan (including any subordinate component
thereof), plus any accrued but unpaid interest thereon (other than Excess
Interest) at the related Mortgage Rate to but not including the Due Date in the
Collection Period of repurchase, plus any related unreimbursed Master Servicing
Fees, Special Servicing Fees, Trustee Fees and Servicing Advances, any interest
on any Advances and any related Additional Trust Fund Expenses (including any
Additional Trust Fund Expense previously reimbursed or paid by the Trust Fund
but not so reimbursed by the related mortgagor or other party from Insurance
Proceeds, Condemnation Proceeds or otherwise), and any Liquidation Fees (if
purchased outside of the time frame set forth in the Pooling and Servicing
Agreement).

     "Qualified Substitute Mortgage Loan" means, in connection with the
replacement of a defective Mortgage Loan as contemplated by the Pooling and
Servicing Agreement, any other mortgage loan which, on the date of
substitution, (i) has a principal balance, after deduction of the principal
portion of any unpaid Monthly Payment due on or before the date of
substitution, not in excess of the Stated Principal Balance of the defective
Mortgage Loan; (ii) is accruing interest at a fixed rate of interest at least
equal to that of the defective Mortgage Loan; (iii) has the same Due Date as,
and a grace period for delinquent Monthly Payments that is no longer than, the
Due Date and grace period, respectively, of the defective Mortgage Loan; (iv)
is accruing interest on the same basis as the defective Mortgage Loan (for
example, on the basis of a 360-day year consisting of twelve 30-day months);
(v) has a remaining term to stated maturity not greater than, and not more than
two years less than, that of the defective Mortgage Loan and, in any event, has
a Maturity Date not later than two years prior to the Rated Final Distribution
Date; (vi) has a then current loan-to-value ratio not higher than, and a then
current debt service coverage ratio not lower than, the loan-to-value ratio and
debt service coverage ratio, respectively, of the defective Mortgage Loan as of
the Delivery Date; (vii) has comparable prepayment restrictions to those of the
defective Mortgage Loan, (viii) will comply (except in a manner that would not
be adverse to the interests of the Certificateholders (as a collective whole)
in or with respect to such mortgage loan), as of the date of substitution, with
all of the representations relating to the defective Mortgage Loan set forth in
or made pursuant to the Mortgage Loan Purchase and Sale Agreement; (ix) has a
Phase I environmental assessment and a property condition report relating to
the related Mortgaged Property in its Servicing File, which Phase I
environmental assessment will evidence that there is no material adverse
environmental condition or circumstance at the related Mortgaged Property for
which further remedial action may be required under applicable law, and which
property condition report will evidence that the related Mortgaged Property is
in good condition with no material damage or deferred maintenance; and (x)
constitutes a "qualified replacement mortgage" within the meaning of Section
860G(a)(4) of the Code; provided, however, that if more than one mortgage loan
is to be substituted for any defective Mortgage Loan, then all such proposed
replacement mortgage loans will, in the aggregate, satisfy the requirement
specified in clause (i) of this definition and each such proposed replacement
mortgage loan will, individually, satisfy each of the requirements specified in
clauses (ii) through (x) of this definition; and provided, further, that no
mortgage loan will be substituted for a defective Mortgage Loan unless (x) such
prospective replacement mortgage loan will be acceptable to the Directing
Certificateholder (or, if there is no Directing Certificateholder then serving,
to the Holders of Certificates representing a majority of the Voting Rights
allocated to the Controlling Class), in its (or their) sole discretion, and (y)
each Rating Agency will have confirmed in writing to the Trustee that such
substitution will not in and of itself result in an adverse rating


                                     S-191


event with respect to any Class of Rated Certificates (such written
confirmation to be obtained by, and at the expense of, the related Mortgage
Loan Seller effecting the substitution).

     "Rated Final Distribution Date" means the Distribution Date in July 2043,
which is the first Distribution Date that follows three years after the end of
the amortization term for the Mortgage Loan that, as of the Cut-off Date, has
the longest remaining amortization term, irrespective of its scheduled
maturity.

     "Rating Agencies" means Moody's and S&P.

     "Realized Losses" means losses on or in respect of the Mortgage Loans or
Serviced Whole Loan arising from the inability of the Master Servicer and/or
the Special Servicer to collect all amounts due and owing under any such
Mortgage Loan, including by reason of the fraud or bankruptcy of a borrower or
a casualty of any nature at a Mortgaged Property, to the extent not covered by
insurance. The Realized Loss in respect of any REO Loan as to which a final
recovery determination has been made is an amount generally equal to (i) the
unpaid principal balance of such Mortgage Loan or Serviced Whole Loan (or REO
Loan) as of the Due Date related to the Collection Period in which the final
recovery determination was made, plus (ii) all accrued but unpaid interest
(excluding Excess Interest) on such Mortgage Loan (or REO Loan) at the related
Mortgage Rate to but not including the Due Date related to the Collection
Period in which the final recovery determination was made, plus (iii) any
related unreimbursed Servicing Advances as of the commencement of the
Collection Period in which the final recovery determination was made, together
with any new related Servicing Advances made during such Collection Period,
minus (iv) all payments and proceeds, if any, received in respect of such
Collection Period related to the Mortgage Loan, Serviced Whole Loan or REO Loan
during the Collection Period in which such final recovery determination was
made (net of any related Liquidation Expenses paid therefrom). If any portion
of the debt due under a Mortgage Loan or Serviced Whole 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 or similar proceeding involving the related borrower, the amount
so forgiven also will be treated as a Realized Loss.

     "Record Date" is defined on page S-11 to this prospectus supplement.

     "Reimbursement Rate" means a per annum rate equal to the "prime rate" as
published in the "Money Rates" section of The Wall Street Journal, as such
prime rate" may change from time to time except that no interest will be
payable with respect to any P&I Advance of a payment due on a Mortgage Loan
during the applicable grace period.

     "REIT" means a real estate investment trust.

     "Related Loans" means two or more Mortgage Loans with respect to which the
related Mortgaged Properties are either owned by the same entity or owned by
two or more entities controlled by the same key principals.

     "Related Proceeds" means future payments and other collections, including
in the form of Insurance Proceeds, Condemnation Proceeds and Liquidation
Proceeds, on or in respect of the related Mortgage Loan, or Serviced Whole Loan
or REO Property.

     "Release Date" means the Due Date upon which the related borrower can
exercise its Defeasance Option.

     "REMIC" is defined on page S-163 to this prospectus supplement.

     "REMIC I" is defined on page S-163 to this prospectus supplement.

     "REMIC II" is defined on page S-163 to this prospectus supplement.

     "REMIC II Certificates" is defined on page S-121 to this prospectus
supplement.

     "REMIC Administrator" means the Trustee with respect to its duties with
respect to REMIC administration.

     "REMIC Residual Certificates" is defined on page S-121 to this prospectus
supplement.

                                     S-192


     "REO Loan" means any Defaulted Mortgage Loan, Mortgage Loan or Serviced
Whole Loan as to which the related Mortgaged Property has become an REO
Property.

     "REO Property" means each Mortgaged Property acquired on behalf of the
Certificateholders in respect of a Defaulted Mortgage Loan through foreclosure,
deed-in-lieu of foreclosure or otherwise.

     "REO Tax" is defined on page S-165 to this prospectus supplement.

     "Required Appraisal Loan" means any Mortgage Loan or Serviced Whole Loan
with respect to which an Appraisal Trigger Event has occurred.

     "Restricted Group" means any Exemption-Favored Party, the Trustee, the
Depositor, the Master Servicer, the Special Servicer, any sub-servicer, the
Mortgage Loan Seller, any borrower with respect to Mortgage Loans constituting
more than 5% of the aggregate unamortized principal balance of the Mortgage
Pool as of the date of initial issuance of the Certificates and any affiliate
of any of the aforementioned persons.

     "Revised Rate" means the increased interest rate applicable to the ARD
Loan after the Anticipated Repayment Date set forth in the related Mortgage
Note that extends until final maturity.

     "RevPAR" means, with respect to a hotel Mortgaged Property, room revenue
per available room which is calculated by multiplying occupancy times the
Average Daily Rate for a given period.

     "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

     "Senior Certificates" is defined on page S-121 to this prospectus
supplement.

     "Sequential Pay Certificates" is defined on page S-121 to this prospectus
supplement.

     "Serviced Whole Loan" means each of the Pacifc Arts Plaza Whole Loan and
the WB Component Mortgage Loan, as applicable.

     "Servicing Advances" means customary, reasonable and necessary "out of
pocket" costs and expenses incurred by the Master Servicer or Special Servicer
(or, if applicable, the Trustee or the Fiscal Agent) in connection with the
servicing of a Mortgage Loan, or a Serviced Whole Loan after a default,
delinquency or other unanticipated event, or in connection with the
administration of any REO Property.

     "Servicing Standard" means to service and administer a Mortgage Loan or
Serviced Whole Loan for which it is responsible on behalf of the Trust (a) with
the same care, skill, prudence and diligence as is normal and usual in its
general mortgage servicing and REO property management activities on behalf of
third parties or on behalf of itself, whichever is higher, with respect to
mortgage loans and REO properties that are comparable to those for which it is
responsible hereunder; (b) with a view to the timely collection of all
scheduled payments of principal and interest under the Mortgage Loans, the full
collection of all Prepayment Premiums that may become payable under the
Mortgage Loans and, in the case of the Special Servicer, if a Mortgage Loan
comes into and continues in default and if, in the reasonable judgment of the
Special Servicer, no satisfactory arrangements can be made for the collection
of the delinquent payments (including payments of Prepayment Premiums), the
maximization of the recovery on such Mortgage Loan to the Certificateholders
(and, in the case of the Pacific Arts Plaza Whole Loan, the Pacific Arts Plaza
Pari Passu Noteholders), as a collective whole, on a net present value basis;
and (c) without regard to: (i) any known relationship that the Master Servicer
(or any affiliate thereof) or the Special Servicer (or any affiliate thereof),
as the case may be, may have with the related mortgagor or with any other party
to the Pooling and Servicing Agreement; (ii) the ownership of any Certificate
(or any security backed by the Pacific Arts Plaza Pari Passu Note A-2) or any
interest in any mezzanine loan by the Master Servicer (or any affiliate
thereof) or the Special Servicer (or any affiliate thereof), as the case may
be; (iii) the obligation of the Master Servicer to make Advances, (iv) the
obligation of the Special Servicer to direct the Master Servicer to make
Servicing Advances; (v) the right of the Master Servicer (or any affiliate
thereof) or the Special Servicer (or any affiliate thereof), as the case may
be, to receive reimbursement of costs, or the sufficiency of any compensation
payable to it,


                                     S-193


hereunder or with respect to any particular transaction; (vi) any ownership,
servicing and/or management by the Master Servicer (or any affiliate thereof)
or the Special Servicer (or any affiliate thereof), as the case may be, of any
other mortgage loans or real property and (vii) any obligation of the Master
Servicer or Special Servicer, or any affiliate thereof, to repurchase or
substitute for a Mortgage Loan as a Mortgage Loan Seller.

     "Servicing Transfer Event" means, with respect to any Mortgage Loan or
Serviced Whole Loan, any of the following events: (a) the related mortgagor has
failed to make when due any Monthly Payment (including a Balloon Payment) or
any other payment required under the related loan documents, which failure
continues, or the Master Servicer or the Special Servicer determines, in its
reasonable judgment, will continue, unremedied (i) except in the case of a
delinquent Balloon Payment, for 60 days beyond the date on which the subject
payment was due, and (ii) solely in the case of a delinquent Balloon Payment,
for one Business Day beyond the related maturity date or, if the related
Mortgagor has delivered to the Master Servicer, on or before the related
maturity date, a refinancing commitment reasonably acceptable to the Master
Servicer (who will promptly forward such financing commitment to the Special
Servicer and the Directing Certificateholder), for such longer period, not to
exceed 60 days beyond the related maturity date, during which the refinancing
would occur; or (b) the Master Servicer or the Special Servicer has determined,
in its reasonable judgment, that a default in the making of a Monthly Payment
(including a Balloon Payment) or any other material payment required under the
related loan documents is likely to occur within 30 days and either (i) the
related mortgagor has requested a material modification of the payment terms of
the loan or (ii) such default is likely to remain unremedied for at least the
period contemplated by clause (a) of this definition; or (c) the Master
Servicer or the Special Servicer has determined, in its reasonable judgment,
that a default, other than as described in clause (a) or (b) of this
definition, has occurred or is imminent that may materially impair the value of
the related Mortgaged Property as security for the loan, which default has
continued unremedied for the applicable cure period under the terms of the loan
(or, if no cure period is specified, for 60 days); or (d) a decree or order of
a court or agency or supervisory authority having jurisdiction in the premises
in an involuntary action against the related mortgagor under any present or
future federal or state bankruptcy, insolvency or similar law or the
appointment of a conservator, receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceeding, or for the winding-up or liquidation of its affairs, will have been
entered against the related mortgagor and such decree or order will have
remained in force undismissed, undischarged or unstayed; or (e) the related
mortgagor will have consented to the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceeding of or relating to such mortgagor or of or
relating to all or substantially all of its property; or (f) the related
mortgagor will have admitted in writing its inability to pay its debts
generally as they become due, filed a petition to take advantage of any
applicable insolvency or reorganization statute, made an assignment for the
benefit of its creditors, or voluntarily suspended payment of its obligations;
or (g) the Master Servicer will have received notice of the commencement of
foreclosure or similar proceedings with respect to the related Mortgaged
Property.

     "Settlement Date" is defined on page S-157 to this prospectus supplement.

     "Special Actions" means (i) any foreclosure upon or comparable conversion
(which may include acquisitions of an REO Property) of the ownership of
properties securing such of the Specially Serviced Mortgage Loans as come into
and continue in default; (ii) any modification or waiver of a term of a
Mortgage Loan; (iii) any proposed sale of a defaulted Mortgage Loan or REO
Property (other than in connection with the termination of the Trust Fund as
described under "Description of the Certificates--Termination" or pursuant to a
Purchase Option as described under "Servicing of the Mortgage Loans--Defaulted
Mortgage Loans; Purchase Option" in this prospectus supplement); (iv) any
determination to bring an REO Property into compliance with applicable
environmental laws or to otherwise address hazardous materials located at an
REO Property; (v) any acceptance of substitute or additional collateral for a
Mortgage Loan unless required by the underlying loan documents; (vi) any waiver
of a "due-on-sale" or "due-on-encumbrance" clause (subject to certain
exceptions set forth in the Pooling and Servicing Agreement); (vii) any
acceptance or approval of


                                     S-194


acceptance or consent to acceptance of an assumption agreement releasing a
borrower from liability under a Mortgage Loan (subject to certain exceptions
set forth in the Pooling and Servicing Agreement); (viii) any acceptance of any
discounted payoffs; (ix) any release of earnout reserve funds that are not
automatic based on the satisfaction of any requirements set forth in the
related underlying Mortgage Loan documentation; and (x) the release of any
letters of credit that are not automatic based on the satisfaction of any
requirements set forth in the related underlying Mortgage Loan documentation.

     "Specially Serviced Mortgage Loan" means any Mortgage Loan (including the
Pacific Arts Plaza Whole Loan and the WB Component Mortgage Loan) (other than a
Corrected Mortgage Loan) as to which a Servicing Transfer Event has occurred.

     "Special Servicer" is defined on page S-10 to this prospectus supplement.

     "Special Servicing Fee" means principal compensation to be paid to the
Special Servicer in respect of its special servicing activities.

     "Special Servicing Fee Rate" means a rate equal to 0.35% (35 basis points)
per annum, subject to a minimum of $4,000 per month.

     "Startup Day" is defined on page S-164 to this prospectus supplement.

     "Stated Principal Balance" means, initially, the outstanding principal
balance of the Mortgage Loans as of the Cut-off Date and will be permanently
reduced (to not less than zero) on each Distribution Date by (i) any payments
or other collections (or advances in lieu thereof) of principal on such
Mortgage Loan that have been distributed on the Certificates on such date and
(ii) the principal portion of any Realized Loss incurred in respect of such
Mortgage Loan during the related Collection Period. In addition, to the extent
that principal from general collections is used to reimburse Nonrecoverable
Advances or Workout-Delayed Reimbursement Amounts, and such amount has not been
included as part of the Principal Distribution Amount, such amount shall not
reduce the Stated Principal Balance prior to a Liquidation Event or other
liquidation or disposition of the related Mortgage Loan or REO Property (other
than for purposes of computing the Weighted Average Net Mortgage Rate).

     "Sub-Servicer" means a third-party servicer to which the Master Servicer
or the Special Servicer has delegated its servicing obligations with respect to
one or more Mortgage Loans.

     "Sub-Servicing Agreement" means the sub-servicing agreement between the
Master Servicer or Special Servicer, as the case may be, and a Sub-Servicer.

     "Sub-Servicing Fee Rate" means the per annum rate at which the monthly
sub-servicing fee is payable to the related Sub-Servicer.

     "Subordinate Certificates" means the Classes of Certificates other than
the Class A-1 Certificates, Class A-2 Certificates, Class A-3A Certificates,
Class A-3B Certificates, Class A-SB Certificates, Class A-4 Certificates, Class
XC Certificates and Class XP Certificates.

     "Substitution Shortfall Amount" means, in connection with the replacement
of a defective Mortgage Loan as contemplated by the Pooling and Servicing
Agreement, the shortfall amount required to be paid to the Trustee equal to the
difference between the Purchase Price of the deleted Mortgage Loan calculated
as of the date of substitution and the Stated Principal Balance of such
Qualified Substitute Mortgage Loan as of the date of substitution.

     "Triple Net" is defined on page S-64 to this prospectus supplement.

     "Trust" is defined on page S-121 to this prospectus supplement.

     "Trustee" is defined on page S-10 to this prospectus supplement.

     "Trustee Fee" means the monthly fee payable to the Trustee pursuant to the
Pooling and Servicing Agreement.

     "Trust Fund" is defined on page S-121 to this prospectus supplement.

                                     S-195


     "Underwriters" means, collectively, Banc of America Securities LLC, Bear,
Stearns & Co. Inc., Barclays Capital Inc., Goldman, Sachs & Co. and Greenwich
Capital Markets, Inc.

     "Underwriting Agreement" means that certain underwriting agreement among
the Depositor and the Underwriters.

     "Units", "Keys", "Pads" and "SF" respectively, mean: (i) in the case of a
Mortgaged Property operated as multifamily housing, the number of apartments,
regardless of the size of or number of rooms in such apartment (referred to in
Annex A to this prospectus supplement as "Units"); (ii) in the case of a
Mortgaged Property operated as a hotel, the number of keys (referred to in
Annex A to this prospectus supplement as "keys"); (iii) in the case of a
Mortgaged Property operated as a Manufactured Housing Community, the number of
pads (referred to in Annex A to this prospectus supplement as "Pads"); and (iv)
in the case of a Mortgaged Property operated as an office or retail building
the number of square feet (referred to in Annex A to this prospectus supplement
as "SF").

     "UPB" means, with respect to any Mortgage Loan, its unpaid principal
balance.

     "USPAP" means the Uniform Standards of Professional Appraisal Practice.

     "U/W Cash Flow", "Underwritten Cash Flow" or "Underwriting Cash Flow"
means, with respect to any Mortgaged Property, the Cash Flow derived therefrom
that was available for debt service, calculated as U/W Revenues less U/W
Expenses, U/W Reserves and U/W tenant improvements and leasing commissions. See
also "Cash Flow" above.

       (i) "U/W Revenues" are the anticipated Revenues in respect of a
   Mortgaged Property, generally determined by means of an estimate made at
   the origination of such Mortgage Loan or, as in some instances, as have
   been subsequently updated. U/W Revenues have generally been calculated (a)
   assuming that the occupancy rate for the Mortgaged Property was consistent
   with the Mortgaged Property's current or historical rate, or the relevant
   market rate, if such rate was less than the occupancy rate reflected in the
   most recent rent roll or operating statements, as the case may be,
   furnished by the related borrower, and (b) in the case of retail, office,
   industrial and warehouse Mortgaged Properties, assuming a level of
   reimbursements from tenants consistent with the terms of the related leases
   or historical trends at the Mortgaged Property, and in certain cases,
   assuming that a specified percentage of rent will become defaulted or
   otherwise uncollectible. In addition, in the case of retail, office,
   industrial and warehouse Mortgaged Properties, upward adjustments may have
   been made with respect to such revenues to account for all or a portion of
   the rents provided for under any new leases scheduled to take effect later
   in the year. Also, in the case of certain Mortgaged Properties that are
   operated as a hotel property and are subject to an operating lease with a
   single operator, U/W Revenues were calculated based on revenues received by
   the operator rather than rental payments received by the related borrower
   under the operating lease.

       (ii) "U/W Expenses" are the anticipated Expenses in respect of a
   Mortgaged Property, generally determined by means of an estimate made at
   the origination of such Mortgage Loan or as in some instances as may be
   updated. U/W Expenses were generally assumed to be equal to historical
   annual expenses reflected in the operating statements and other information
   furnished by the borrower, except that such expenses were generally
   modified by (a) if there was no management fee or a below market management
   fee, assuming that a management fee was payable with respect to the
   Mortgaged Property in an amount approximately equal to a percentage of
   assumed gross revenues for the year, (b) adjusting certain historical
   expense items upwards or downwards to amounts that reflect industry norms
   for the particular type of property and/or taking into consideration
   material changes in the operating position of the related Mortgaged
   Property (such as newly signed leases and market data) and (c) adjusting
   for non-recurring items (such as capital expenditures) and tenant
   improvement and leasing commissions, if applicable (in the case of certain
   retail, office, industrial and warehouse Mortgaged Properties, adjustments
   may have been made to account for tenant improvements and leasing
   commissions at costs consistent with historical trends or prevailing market
   conditions and, in other cases, operating expenses did not include such
   costs).


                                     S-196


Actual conditions at the Mortgaged Properties will differ, and may differ
substantially, from the assumed conditions used in calculating U/W Cash Flow.
In particular, the assumptions regarding tenant vacancies, tenant improvements
and leasing commissions, future rental rates, future expenses and other
conditions if and to the extent used in calculating U/W Cash Flow for a
Mortgaged Property, may differ substantially from actual conditions with
respect to such Mortgaged Property. There can be no assurance that the actual
costs of reletting and capital improvements will not exceed those estimated or
assumed in connection with the origination or purchase of the Mortgage Loans.

In most cases, U/W Cash Flow describes the cash flow available after deductions
for capital expenditures such as tenant improvements, leasing commissions and
structural reserves. In those cases where such "reserves" were so included, no
cash may have been actually escrowed. No representation is made as to the
future net cash flow of the properties, nor is U/W Cash Flow set forth herein
intended to represent such future net cash flow.

     "U/W DSCR", "Underwritten DSCR", "Underwritten Debt Service Coverage
Ratio", "Underwriting DSCR" or "Underwriting Debt Service Coverage Ratio" means
with respect to any Mortgage Loan (a) the U/W Cash Flow for the related
Mortgage Loan divided by (b) the Annual Debt Service for such Mortgage Loan,
except:

       (1) with respect to the Holdback Loans (a) the U/W Cash Flow for the
   related Mortgage Loan divided by (b) the Annual Debt Service for such
   Holdback Loan (net of the debt service in respect of the holdback);

       (2) (a) with respect to the PA Pari Passu Note A-1 Component Mortgage
   Loan such calculation includes the PA Pari Passu Note A-1 Senior Component
   and the Pacific Arts Plaza Pari Passu Note A-2 (but excludes the PA Pari
   Passu Note A-1 Subordinate Component) and (b) with respect to the WB
   Component Mortgage Loan such calculation includes only the WB Senior
   Component (but excludes the WB Subordinate Component). Accordingly such
   ratios would be lower if the subordinate component(s) and/or B note(s) (as
   applicable) were included; and

       (3) with respect to the sets of Cross-Collateralized Mortgage Loans (1)
   the aggregate U/W Cash Flow for such Cross-Collateralized Mortgage Loans
   divided by (2) the aggregate Annual Debt Service for such
   Cross-Collateralized Mortgage Loans.

       "U/W Replacement Reserves" means, with respect to any Mortgaged
   Property, the aggregate amount of on-going reserves (generally for capital
   improvements and replacements) assumed to be maintained with respect to
   such Mortgaged Property. In each case, actual reserves, if any, may be less
   than the amount of U/W Reserves.

       "U/W Replacement Reserves Per Unit" means, with respect to any Mortgaged
   Property, (a) the related U/W Reserves, divided by (b) the number of Units,
   Keys, SF or Pads, as applicable.

       "WB Accrued Component Interest" means, in respect of each of the WB
   Senior Component and the WB Subordinate Component for each Distribution
   Date, one calendar month's interest at the applicable interest rate (net of
   the Administrative Fee Rate) for the WB Subordinate Component, which, in
   the case of the WB Senior Component, is equal to approximately [    ]% per
   annum and, in the case of the WB Subordinate Component, is equal to the
   Pass-Through Rate of the Class WB Certificates. The WB Senior Component and
   the WB Subordinate Component accrue interest on an Actual/360 Basis.

       "WB Component Distributable Interest" means, in respect of each of the
   WB Senior Component and the WB Subordinate Component for each Distribution
   Date, the WB Accrued Component Interest in respect of the WB Subordinate
   Component reduced by the component's allocable share (calculated as
   described in the definition of WB Accrued Component Interest) of any
   Prepayment Interest Shortfall for such Distribution Date.

       "WB Component Mortgage Loan" is defined on page S-90 to this prospectus
supplement.

       "WB Component Principal Entitlement" means, with respect to each of the
   WB Senior Component and the WB Subordinate Component (a) prior to any
   monetary or other material


                                     S-197


   event of default under the WB Component Mortgage Loan, an amount equal to
   the WB Senior Component's or the WB Subordinate Component's pro rata share
   of the WB Principal Distribution Amount and (b) after any monetary or other
   material event of default under the WB Component Mortgage Loan, an amount
   equal to the lesser of (i) the outstanding principal balance of the WB
   Senior Component or the WB Subordinate Component (as applicable) and (ii)
   the portion of the WB Principal Distribution Amount remaining after giving
   effect to all distributions of higher priority on such Distribution Date.

       "WB Control Appraisal Period" means that the outstanding principal
   balance of the WB Subordinate Component of the WB Component Mortgage Loan
   (net of any Appraisal Reduction Amounts, principal payments, realized
   losses and unreimbursed additional trust fund expenses) is less than 25% of
   its original principal balance.

       "WB Controlling Holder" means (a) prior to the occurrence of a WB
   Control Appraisal Period, holders of a majority percentage interest in the
   Class WB Certificates, and (b) during the occurrence and the continuation
   of a WB Control Appraisal Period, the Directing Certificateholder.

       "WB Principal Distribution Amount" means, for any Distribution Date, in
   general, the aggregate of the following: (a) the principal portions of all
   Monthly Payments (other than a Balloon Payment) and any Assumed Monthly
   Payments due or deemed due, made by or on behalf of the related borrower or
   advanced, as the case may be, in respect of the WB Component Mortgage Loan
   for the Due Date occurring during the related Collection Period or any
   prior Collection Period; (b) all voluntary principal prepayments received
   on the WB Component Mortgage Loan during the related Collection Period; (c)
   with respect to the WB Component Mortgage Loan, if its stated Maturity Date
   occurred during or prior to the related Collection Period, any payment of
   principal (exclusive of any voluntary principal prepayment and any amount
   described in clause (d) below) made by or on behalf of the borrower during
   the related Collection Period, net of any portion of such payment that
   represents a recovery of the principal portion of any Monthly Payment
   (other than a Balloon Payment) due, or the principal portion of any Assumed
   Monthly Payment deemed due, in respect of the WB Component Mortgage Loan on
   a Due Date during or prior to the related Collection Period and not
   previously recovered; (d) all Liquidation Proceeds and Insurance and
   Condemnation Proceeds received on the WB Component Mortgage Loan during the
   related Collection Period that were identified and applied by the Master
   Servicer as recoveries of principal thereof, in each case net of any
   portion of such amounts that represents recovery of the principal portion
   of any Monthly Payment (other than a Balloon Payment) due, or the principal
   portion of any Assumed Monthly Payment deemed due, in respect of the WB
   Component Mortgage Loan on a Due Date during or prior to the related
   Collection Period and not previously recovered; and (e) the portion any
   amount described in clause (f) of the definition of Principal Distribution
   Amount, as described under "--Distributions--Principal Distribution
   Amounts" in this prospectus supplement that is attributable to the WB
   Component Mortgage Loan.

       "WB Senior Balance" means the deemed principal balance related to the WB
   Senior Component for purposes of calculating the allocation of collections
   on the WB Component Mortgage Loan between the WB Senior Component, on the
   one hand, and the WB Subordinate Component on the other hand.

       "WB Senior Component" is defined on page S-90 to this prospectus
supplement.

       "WB Subordinate Balance" means the deemed principal balance related to
   the WB Subordinate Component for purposes of calculating the allocation of
   collections on the WB Component Mortgage Loan between the WB Senior
   Component, on the one hand, and the WB Subordinate Component on the other
   hand.

       "WB Subordinate Component" is defined on page S-90 to this prospectus
   supplement.

       "Weighted Average Net Mortgage Rate" means, for any Distribution Date,
   the weighted average of the Net Mortgage Rates for all the Mortgage Loans
   (excluding the interest rates and


                                     S-198


   principal balances of the PA Pari Passu Note A-1 Subordinate Component and
   the WB Subordinate Components) immediately following the preceding
   Distribution Date (weighted on the basis of their respective Stated
   Principal Balances (as defined in this prospectus supplement)).

       "Withheld Amount" is defined on page S-141 to this prospectus
supplement.


       "Workout Fee" means the fee generally payable to the Special Servicer in
   connection with the workout of a Specially Serviced Mortgage Loan.

       "Workout Fee Rate" means a rate equal to 1.0% (100 basis points) per
   annum on each collection of interest (other than Default Interest) and
   principal (including scheduled payments, prepayments, Balloon Payments,
   Liquidation Proceeds (other than in connection with Liquidation Proceeds
   paid by the Master Servicer, the Special Servicer, a Class PA
   Certificateholder, a Class WB Certificateholder or the holder or holders of
   Certificates evidencing a majority interest in such Controlling Class) and
   payments at maturity) received on such Mortgage Loan for so long as it
   remains a Corrected Mortgage Loan.

       "Workout-Delayed Reimbursement Amount" is defined on page S-143 to this
   prospectus supplement.

       "YM" means, with respect to any Mortgage Loan, a yield maintenance
   premium.

       "YMP" means yield maintenance period.

                                     S-199






















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                                     ANNEX A
                  CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

<TABLE>

                    LOAN
SEQUENCE           NUMBER      LOAN SELLER          PROPERTY NAME
--------           ------      -----------          -------------

     1              58884       Bank of America     Woolworth Building
     2              43043       BSCMI               Ridgedale Center
     3              58851       Bank of America     Pacific Arts Plaza
     4              59003       Bank of America     Marley Station

    5.1           20050939      Barclays            Forum Office Park
    5.2           20050939      Barclays            City Hall Plaza
    5.3           20050939      Barclays            Hurstbourne Business Center
    5.4           20050939      Barclays            Oxmoor Place
    5.5           20050939      Barclays            One and Two Chestnut Place
    5.6           20050939      Barclays            Steeplechase
    5.7           20050939      Barclays            Lakeview
    5.8           20050939      Barclays            Hunnington Place
     5            20050939      Barclays            IPC LOUISVILLE PORTFOLIO (ROLL UP)

     6              58579       Bank of America     Mission Pointe Apartments
     7              58647       Bank of America     Fiesta Mall
     8              58345       Bank of America     Queens Atrium

    9.1            43108-1      BSCMI               AmSouth Tower
    9.2            43108-2      BSCMI               Concourse Towers
     9              43108       BSCMI               FRI PORTFOLIO (ROLL UP)

    10.1          20050968      Barclays            Edgewater Plaza
    10.2          20050968      Barclays            123 Tice Boulevard
     10           20050968      Barclays            IPC NEW YORK PORTFOLIO (ROLL UP)
    11.1          20050967      Barclays            Epic Center
    11.2          20050967      Barclays            One and Two Brittany
     11           20050967      Barclays            IPC WICHITA PORTFOLIO (ROLL UP)
                                                    SUB-TOTAL CROSSED LOANS

     12             58844       Bank of America     Massillon Commons
     13             58845       Bank of America     Brown's Lane
     14             58853       Bank of America     Edward's Multiplex-Ontario
                                                    SUB-TOTAL CROSSED LOANS

     15             58165       Bank of America     Mercantile West
     16           20050812      Barclays            Courtyard - Chicago, IL
     17             58922       Bank of America     NYU Housing - 400 Broome Street
     18           20050573      Barclays            The Mansions at Hockanum Crossing
     19           20050660      Barclays            MetCenter 10
     20             58869       Bank of America     Warm Springs Plaza
     21           20040413      Barclays            Centre at Forestville
     22             58926       Bank of America     Civic Center Plaza
     23             58906       Bank of America     Villas at West Oaks
     24           20050787      Barclays            Hilton Garden Inn-Arlington, VA
     25             42832       BSCMI               One Park Place
     26             42409       BSCMI               One Hanover Park
     27             58878       Bank of America     The Galleria

     28           20050810      Barclays            Residence Inn - Carmel, IN
     29           20050811      Barclays            Springhill Suites - Carmel, IN
                                                    SUB-TOTAL CROSSED LOANS

     30           20050786      Barclays            8-10 Wright Street

     31           20050821      Barclays            Springhill Suites - Louisville, KY
     32           20050820      Barclays            Residence Inn - Louisville, KY
                                                    SUB-TOTAL CROSSED LOANS

     33             42773       BSCMI               Stateline Station

    34.1           43314-3      BSCMI               Emster Portfolio - Tehachapi
    34.2           43314-2      BSCMI               Emster Portfolio - Kingsburg
    34.3           43314-4      BSCMI               Emster Portfolio - Freeport
    34.4           43314-1      BSCMI               Emster Portfolio - Coalinga
     34             43314       BSCMI               EMSTER PORTFOLIO (ROLL UP)

     35           20050808      Barclays            Residence Inn - Austin, TX
     36           20050809      Barclays            Springhill Suites - Austin, TX
                                                    SUB-TOTAL CROSSED LOANS

     37             58945       Bank of America     Cavalier Creekside Apartments
     38             58720       Bank of America     Ashford Park Apartments

     39           20050813      Barclays            Courtyard - Golden, CO
     40           20050814      Barclays            Residence Inn - Golden, CO
                                                    SUB-TOTAL CROSSED LOANS

     41           20050295      Barclays            Bryan Dairy East

     42           20050818      Barclays            Residence Inn - Longmont, CO
     43           20050817      Barclays            Courtyard - Longmont, CO
                                                    SUB-TOTAL CROSSED LOANS

     44             58838       Bank of America     Langham Apartments
     45           20050788      Barclays            The Park Apartments
     46             58766       Bank of America     Mitsuwa Marketplace
     47             58931       Bank of America     Brentwood Plaza Shopping Center
     48           20050700      Barclays            Great America Building
     49           20050824      Barclays            Springhill Suites - Westminster, CO
     50             58624       Bank of America     American Express Building
     51           20050823      Barclays            Residence Inn - Warrenville, IL

    52.1           42720-2      BSCMI               Southway Manor
    52.2           42720-1      BSCMI               Patricia Manor
     52             42720       BSCMI               PATRICIA SOUTHWAY I & II PORTFOLIO (ROLL UP)

     53             58940       Bank of America     Sarasota Village
     54             58858       Bank of America     Lathrop Industrial
     55             43357       BSCMI               Flextronics Building
     56           20050819      Barclays            Courtyard - Louisville, CO
     57             58976       Bank of America     Sierra Verde Plaza
     58             58827       Bank of America     Cedarbrook Office Bulding
     59             58964       Bank of America     Tidewater Industrial Building
     60           20050761      Barclays            307 West 38th Street
     61           20050613      Barclays            High Ridge Office Complex
     62             43184       BSCMI               40 Pepe's Farm Road
     63             58932       Bank of America     FMC Technologies Building

     64           20050816      Barclays            Residence Inn - Lakewood,  CO
     65           20050815      Barclays            Courtyard - Lakewood, CO
                                                    SUB-TOTAL CROSSED LOANS

     66             43162       BSCMI               CarMax San Antonio
     67             42937       BSCMI               Cinemark Seven Bridges

    68.1            58912       Bank of America     Seligman CVS Pool #2 - CVS-Bushnell
    68.2            58912       Bank of America     Seligman CVS Pool #2 - CVS-Nokomis
     68             58912       Bank of America     SELIGMAN CVS POOL #2 (ROLL UP)

     69           20050690      Barclays            Urbana MOB

    70.1            58771       Bank of America     Delilah Terrace MHC
    70.2            58771       Bank of America     Stoney Fields Estates MHC
     70             58771       Bank of America     BURNHAM PORTFOLIO - DELILAH TERRACE MHC AND STONEY FIELDS ESTATES MHC (ROLL UP)

     71           20050688      Barclays            Sugarcreek Towne Centre
     72             58905       Bank of America     Carlsbad Self Storage
     73             43236       BSCMI               1460 Macombs Road
     74           20050702      Barclays            Aureus Center
     75             42849       BSCMI               Southgate Plaza
     76             43230       BSCMI               Clear Lake Shores
     77           20050822      Barclays            Springhill Suites - Mishawaka, IN
     78           20050714      Barclays            Grand Village Shops
     79             58950       Bank of America     Hayward Bridge Business Park
     80           20050807      Barclays            Courtyard - Austin, TX
     81             58961       Bank of America     10509 Professional Circle
     82             58769       Bank of America     Burnham Portfolio - Clintonvilla MHC
     83             42705       BSCMI               Quail Springs
     84             42848       BSCMI               Stanley Works
     85             58840       Bank of America     Fontenoy Apartments

     86           20050725      Barclays            Virginia Mason Medical Center
     87           20050725A     Barclays            Lakeshore Learning Store
                                                    SUB-TOTAL CROSSED LOANS

     88             58960       Bank of America     South Hampton Townhomes
     89             58883       Bank of America     Publix - Mountain Brook
     90             58872       Bank of America     Market Place Villas
     91             42625       BSCMI               23rd Street Plaza
     92             58973       Bank of America     189-203  Britton Avenue
     93             58790       Bank of America     Olive Park Shopping Center
     94             58778       Bank of America     Walgreens - Greenville, MI
     95           20050748      Barclays            Lineville Station
     96             58894       Bank of America     Walgreens - Elk Grove
     97             58781       Bank of America     Walgreens-  Alpena, MI
     98             58942       Bank of America     Your Extra Attic-Johns Creek
     99             58943       Bank of America     Your Extra Attic- Suwanee
    100             58684       Bank of America     McGee's Closet Self Storage
    101           20050745      Barclays            Dixie Station
    102           20050659      Barclays            West Haven Apartments
    103             58903       Bank of America     Bryant Circle Self Storage
    104           20050719      Barclays            US Forestry Building
    105             43152       BSCMI               Chichester Square
    106             42383       BSCMI               McAllen Town Center
    107             42924       BSCMI               104 West 190th Street
    108           20050791      Barclays            Hampton Park & Moreland Parkway Apartments
    109             42948       BSCMI               CVS Montevallo

----------------------------------------------------------------------------------------------
                                                    TOTALS/WEIGHTED AVERAGE
==============================================================================================
</TABLE>


<TABLE>

                                                                                                                               ZIP
SEQUENCE   PROPERTY ADDRESS                                                 COUNTY           CITY                  STATE      CODE
--------   ----------------                                                 ------           ----                  -----      ----

     1     233 Broadway                                                     New York         New York                NY       10007
     2     12401 Wayzata Boulevard                                          Hennepin         Minnetonka              MN       55305
     3     675 Anton Boulevard                                              Orange           Costa Mesa              CA       92626
     4     7900 Governor Ritchie Highway                                    Anne Arundel     Glen Burnie             MD       21061

    5.1    301-307 N. Hurstbourne Pkwy                                      Jefferson        Louisville              KY       40222
    5.2    900 Elm Street                                                   Hillsborough     Manchester              NH       03101
    5.3    9200 -9300 Shelbyville Road                                      Jefferson        Louisville              KY       40222
    5.4    101 Bullitt Lane                                                 Jefferson        Louisville              KY       40222
    5.5    10 Chestnut Street and 22 Elm Street                             Worcester        Worcester               MA       01608
    5.6    9410 Bunsen Parkway                                              Jefferson        Louisville              KY       40220
    5.7    100 Mallard Creek Road                                           Jefferson        Louisville              KY       40207
    5.8    9420 Bunsen Parkway                                              Jefferson        Louisville              KY       40220
     5     Various                                                          Various          Various              Various    Various

     6     1063 Morse Avenue                                                Santa Clara      Sunnyvale               CA       94089
     7     1445 West Southern Avenue                                        Maricopa         Mesa                    AZ       85202
     8     30-20/ 30-30 Thomson Avenue                                      Queens           Long Island City        NY       11101

    9.1    315 Deaderick Street                                             Davidson         Nashville               TN       37238
    9.2    2000-2090 Palm Beach Lakes Boulevard                             Palm Beach       West Palm Beach         FL       33409
     9     Various                                                          Various          Various              Various    Various

    10.1   One Edgewater Plaza                                              Richmond         Staten Island           NY       10305
    10.2   123 Tice Boulevard                                               Bergen           Woodcliff Lake          NJ       07675
     10    Various                                                          Various          Various              Various    Various
    11.1   301 N. Main St.                                                  Sedgwick         Wichita                 KS       67202
    11.2   2024 and 1938 N. Woodlawn                                        Sedgwick         Wichita                 KS       67208
     11    Various                                                          Sedgwick         Wichita                 KS      Various


     12    2366 Lincoln Way East                                            Stark            Massillon               OH       44646
     13    1360 West Main Road                                              Newport          Middletown              RI       02842
     14    4900 East 4th Street                                             San Bernardino   Ontario                 CA       91764


     15    25622-25706 Crown Valley Parkway                                 Orange           Ladera Ranch            CA       92694
     16    165 East Ontario Street                                          Cook             Chicago                 IL       60611
     17    400 Broome Street                                                New York         New York                NY       10013
     18    75 Hockanum Boulevard                                            Tolland          Vernon                  CT       06066
     19    7551 Metro Center Drive                                          Travis           Austin                  TX       78744
     20    46500 Mission Boulevard                                          Alameda          Fremont                 CA       94539
     21    3101 Donnell Drive                                               Prince George's  Forestville             MD       20747
     22    2619-2735 Tapo Canyon Road                                       Ventura          Simi Valley             CA       93063
     23    15155 Richmond Avenue                                            Harris           Houston                 TX       77082
     24    1333 North Courthouse Road                                       Arlington        Arlington               VA       22201
     25    300 South State Street                                           Onondaga         Syracuse                NY       13202
     26    16633 North Dallas Parkway                                       Dallas           Addison                 TX       75001
     27    1810-1848 Galleria Boulevard                                     Mecklenburg      Charlotte               NC       27614

     28    11895 North Meridian Street                                      Hamilton         Carmel                  IN       46032
     29    11855 North Meridian Street                                      Hamilton         Carmel                  IN       46032


     30    8 - 10 Wright Street                                             Fairfield        Westport                CT       06880

     31    10101 Forest Green Blvd.                                         Jefferson        Louisville              KY       40223
     32    3500 Springhurst Commons                                         Jefferson        Louisville              KY       40241


     33    SE Corner of 135th and Stateline Road                            Jackson          Kansas City             MO       64145

    34.1   710 W. Tehachapi Blvd.                                           Kern             Tehachapi               CA       93561
    34.2   333 Sierra Way                                                   Fresno           Kingsburg               CA       93631
    34.3   1880 South West Avenue                                           Stephenson       Freeport                IL       61032
    34.4   25 West Polk Street                                              Fresno           Coalinga                CA       93210
     34    Various                                                          Various          Various              Various    Various

     35    12401 North Lamar Boulevard                                      Travis           Austin                  TX       78753
     36    12520 North IH-35                                                Travis           Austin                  TX       78753


     37    100 Cavalier Crossing                                            DeKalb           Lithhonia               GA       30038
     38    1101 Kennebec Street                                             Prince George's  Oxon Hill               MD       20745

     39    14700 W. Sixth Ave.                                              Jefferson        Golden                  CO       80401
     40    14600 W. 6th Avenue                                              Jefferson        Golden                  CO       80401


     41    7300-7480 Bryan Dairy Road                                       Pinellas         Largo                   FL       33777

     42    1450 Dry Creek Drive                                             Boulder          Longmont                CO       80503
     43    1410 Dry Creek Drive                                             Boulder          Longmont                CO       80503


     44    715 S. Normandie Avenue                                          Los Angeles      Los Angeles             CA       90005
     45    1100 Audubon Park Drive                                          Wake             Cary                    NC       27511
     46    100 E. Algonquin Road                                            Cook             Arlington Heights       IL       60005
     47    1595-1659 Route 23 South                                         Passaic          Wayne                   NJ       07470
     48    625 First Street SE                                              Linn             Cedar Rapids            IA       52401
     49    6845 West 103rd Avenue                                           Jefferson        Westminster             CO       80021
     50    3500 Packerland Drive                                            Brown            De Pere                 WI       54115
     51    28500 Bella Vista Parkway                                        DuPage           Warrenville             IL       60555

    52.1   7315-7497 Southway Drive                                         Harris           Houston                 TX       77087
    52.2   2503-2525 Patricia Manor Place                                   Harris           Houston                 TX       77012
     52    Various                                                          Harris           Houston                 TX      Various

     53    3606 Bee Ridge Road                                              Sarasota         Sarasota                FL       34233
     54    17600 Shideler Parkway                                           San Joaquin      Lathrop                 CA       95330
     55    10900 Cash Road                                                  Fort Bend        Stafford                TX       77477
     56    948 West Dillon Road                                             Boulder          Louisville              CO       80027
     57    6718-6780 W. Deer Valley Road                                    Maricopa         Glendale                AZ       85310
     58    12800-12900 Garden Grove Boulevard                               Orange           Garden Grove            CA       92843
     59    1660 Tide Court                                                  Yolo             Woodland                CA       95776
     60    307 West 38th Street                                             New York         New York                NY       10018
     61    6880 North Frontage Road                                         Cook             Burr Ridge              IL       60521
     62    40 Pepe's Farm Road                                              New Haven        Milford                 CT       06460
     63    14741 Yorktown Plaza                                             Harris           Houston                 TX       77040

     64    7050 West Hampden Avenue                                         Jefferson        Lakewood                CO       80227
     65    7180 West Hampden Avenue                                         Jefferson        Lakewood                CO       80227


     66    3611 Fountainhead Drive                                          Bexar            San Antonio             TX       78229
     67    6500 Route 53                                                    DuPage           Woodridge               IL       60517

    68.1   420 N. Main Street                                               Sumter           Bushnell                FL       33513
    68.2   1111 Tamiami Trail                                               Sarasota         Nokomis                 FL       34275
     68    Various                                                          Various          Various                 FL      Various

     69    1405 West Park Street                                            Champaign        Urbana                  IL       61801

    70.1   6515 Delilah Road                                                Atlantic         Egg Harbor              NJ       08234
    70.2   1059 Ocean Heights Avenue                                        Atlantic         Egg Harbor              NJ       08234
     70    Various                                                          Atlantic         Egg Harbor              NJ       08234

     71    541 Allegheny Boulevard & 100-110 Sugarcreek Town Centre Road    Venango          Sugarcreek              PA       16323
     72    2235 Palomar Airport Road                                        San Diego        Carlsbad                CA       92009
     73    1460 Macombs Road                                                Bronx            Bronx                   NY       10452
     74    17515 W. 9 Mile Rd.                                              Oakland          Southfield              MI       48075
     75    611-719 Hebron Road                                              Licking          Heath                   OH       43056
     76    FM 2094 and Highway 146                                          Galveston        Clear Lake Shores       TX       77565
     77    5225 Edison Lakes Parkway                                        St. Joseph       Mishawaka               IN       46545
     78    2800 West State Highway 76                                       Taney            Branson                 MO       65616
     79    25803-25823 Clawiter Rd  & 3366 - 3374 Enterprise Avenue         Alameda          Hayward                 CA       94545
     80    4533 South IH-35                                                 Travis           Austin                  TX       78744
     81    10509 Professional Circle                                        Washoe           Reno                    NV       89521
     82    4851 Clintonville Road                                           Oakland          Clarkston               MI       48346
     83    2201 West Memorial Road                                          Oklahoma City    Oklahoma City           OK       73134
     84    505 North Cleveland Avenue                                       Delaware         Westerville             OH       43082
     85    1811 N. Whitley Avenue                                           Los Angeles      Hollywood               CA       90028

     86    222 112th Avenue NE                                              King             Bellevue                WA       98004
     87    11027 NE 4th Street                                              King             Bellevue                WA       98004


     88    3174 36th Avenue                                                 Grand Forks      Grand Forks             ND       58201
     89    3141 Overton Road                                                Jefferson        Mountain Brook          AL       35223
     90    15 North 18th Street                                             Richmond         Richmond                VA       23223
     91    413, 419 and 425 West 23 Street                                  Bay              Panama City             FL       32405
     92    189-203 Britton Ave                                              Norfolk          Stoughton               MA       02072
     93    5814-5838 West Olive Ave.                                        Maricopa         Glendale                AZ       85302
     94    1420 West Washington Street                                      Montcalm         Greenville              MI       48838
     95    2465 Lineville Road                                              Brown            Howard                  WI       54313
     96    8400 Elk Grove Florin Road                                       Sacramento       Elk Grove               CA       95624
     97    1011 Washington Ave                                              Alpena           Alpena                  MI       49707
     98    1715 Peachtree Parkway                                           Forsyth          Cumming                 GA       30041
     99    130 Peachtree Industrial                                         Gwinnett         Sugar Hill              GA       30518
    100    1511 Ventura Boulevard                                           Los Angeles      Sherman Oaks            CA       91403
    101    1615 West Highway 76                                             Taney            Branson                 MO       65616
    102    840 1st Ave. & 680 3rd Ave.                                      New Haven        West Haven              CT       06516
    103    412 Bryant Circle                                                Ventura          Ojai                    CA       93023
    104    925 Weiss Drive                                                  Routt            Steamboat Springs       CO       80487
    105    3601 Chichester Avenue                                           Delaware         Boothwyn                PA       19061
    106    7400 North 10th Street                                           Hildago          McAllen                 TX       78504
    107    104 West 190th Street                                            Bronx            Bronx                   NY       10468
    108    2870 & 2880 S. Moreland Pkwy.                                    Cuyahoga         Cleveland               OH       17460
    109    700 Main Street                                                  Shelby           Montevallo              AL       35115

------------------------------------------------------------------------------------------------------------------------------------
           109 LOANS
====================================================================================================================================
</TABLE>


<TABLE>

                                                                                                        CUT-OFF
                     PROPERTY                                                      ORIGINAL              DATE         MATURITY DATE
SEQUENCE               TYPE                          PROPERTY SUBTYPE               BALANCE             BALANCE          BALANCE
--------               ----                          -----------------              -------             -------          -------

 1                    Office                                CBD                  $200,000,000        $200,000,000     $200,000,000
 2                    Retail                             Anchored                 190,000,000        189,320,140       175,126,850
 3                    Office                             Suburban                 132,000,000        132,000,000       132,000,000
 4                    Retail                             Anchored                 114,400,000        114,400,000       114,400,000

5.1                   Office                             Suburban                 23,961,300          23,961,300       21,326,474
5.2                   Office                             Suburban                 21,420,000          21,420,000       19,064,620
5.3                   Office                             Suburban                 18,691,650          18,691,650       16,636,284
5.4                   Office                             Suburban                 11,023,000          11,023,000        9,810,892
5.5                   Office                                CBD                   10,847,042          10,847,042        9,654,283
5.6                   Office                             Suburban                  5,767,000          5,767,000         5,132,850
5.7                   Office                             Suburban                  5,133,000          5,133,000         4,568,566
5.8                   Office                             Suburban                  4,322,500          4,322,500         3,847,191
 5                    Office                              Various                 101,165,492        101,165,492       90,041,161

 6                  Multifamily                           Garden                  84,000,000          84,000,000       77,880,148
 7                    Retail                             Anchored                 84,000,000          84,000,000       84,000,000
 8                    Office                                CBD                   76,720,000          76,720,000       68,694,209

9.1                   Office                               Urban                  55,125,000          55,125,000       55,125,000
9.2                   Office                             Suburban                 14,875,000          14,875,000       14,875,000
 9                    Office                              Various                 70,000,000          70,000,000       70,000,000

10.1                  Office                             Suburban                 19,826,250          19,826,250       17,646,122
10.2                  Office                             Suburban                 16,275,898          16,275,898       14,486,172
 10                   Office                             Suburban                 36,102,148          36,102,148       32,132,294
11.1                  Office                                CBD                   15,732,360          15,732,360       14,002,403
11.2                  Office                             Suburban
 11                   Office                              Various                 15,732,360          15,732,360       14,002,403
                                                                                ------------------------------------ ---------------
                                                                                  51,834,508          51,834,508       46,134,696

 12                   Retail                             Anchored                 10,126,300          10,126,300       10,126,300
 13                   Retail                             Anchored                  6,284,000          6,284,000         6,284,000
 14                    Other                              Theater                 27,875,000          27,875,000       27,875,000
                                                                                ------------------------------------ ---------------
                                                                                  44,285,300          44,285,300       44,285,300

 15                   Retail                             Anchored                 42,000,000          42,000,000       37,974,277
 16                    Hotel                           Full Service               40,875,000          40,811,817       31,269,184
 17                 Multifamily                           Student                 37,500,000          37,500,000       37,500,000
 18                 Multifamily                           Garden                  33,000,000          33,000,000       27,867,205
 19                   Office                             Suburban                 32,000,000          32,000,000       32,000,000
 20                   Retail                             Anchored                 30,513,980          30,513,980       28,376,087
 21                   Retail                             Anchored                 30,500,000          30,274,341       25,561,880
 22                   Retail                             Anchored                 27,500,000          27,500,000       25,557,845
 23                 Multifamily                           Garden                  26,500,000          26,500,000       26,500,000
 24                    Hotel                           Full Service               24,000,000          23,961,761       18,232,358
 25                   Office                               Urban                  22,850,000          22,850,000       22,031,755
 26                   Office                             Suburban                 22,847,500          22,847,500       20,805,376
 27                   Retail                          Shadow Anchored             21,500,000          21,500,000       17,970,643

 28                    Hotel                           Extended Stay              10,117,337          10,101,816        7,753,083
 29                    Hotel                          Limited Service             10,100,000          10,084,506        7,739,797
                                                                                ------------------------------------ ---------------
                                                                                  20,217,337          20,186,322       15,492,879

 30                   Office                             Suburban                 18,500,000          18,500,000       17,398,376

 31                    Hotel                          Limited Service              9,385,500          9,385,500         7,181,585
 32                    Hotel                           Extended Stay               8,716,560          8,716,560         6,669,727
                                                                                ------------------------------------ ---------------
                                                                                  18,102,060          18,102,060       13,851,313

 33                   Retail                             Anchored                 17,600,000          17,600,000       17,600,000

34.1                  Retail                             Anchored                  5,150,000          5,140,439         4,655,903
34.2                  Retail                             Anchored                  4,650,000          4,641,368         4,203,874
34.3                  Retail                             Anchored                  3,900,000          3,892,760         3,525,830
34.4                  Retail                             Anchored                  3,550,000          3,543,410         3,209,409
 34                   Retail                             Anchored                 17,250,000          17,217,976       15,595,016

 35                    Hotel                           Extended Stay               9,075,000          9,060,972         6,942,333
 36                    Hotel                          Limited Service              7,950,000          7,937,711         6,081,714
                                                                                ------------------------------------ ---------------
                                                                                  17,025,000          16,998,683       13,024,046

 37                 Multifamily                           Garden                  16,900,000          16,900,000       16,900,000
 38                 Multifamily                           Garden                  16,720,000          16,720,000       16,720,000

 39                    Hotel                          Limited Service              7,754,353          7,742,457         5,942,288
 40                    Hotel                           Extended Stay               7,919,400          7,919,400         6,059,757
                                                                                ------------------------------------ ---------------
                                                                                  15,673,753          15,661,857       12,002,046

 41                 Industrial                             Flex                   15,470,000          15,470,000       15,102,622

 42                    Hotel                           Extended Stay               7,950,000          7,937,711         6,081,714
 43                    Hotel                          Limited Service              6,918,000          6,907,306         5,292,238
                                                                                ------------------------------------ ---------------
                                                                                  14,868,000          14,845,017       11,373,951

 44                 Multifamily                           Garden                  13,480,016          13,480,016       13,480,016
 45                 Multifamily                         Multifamily               12,760,000          12,760,000       11,135,785
 46                   Retail                             Anchored                 12,500,000          12,475,522       10,526,098
 47                   Retail                             Anchored                 12,250,000          12,250,000       12,250,000
 48                   Office                                CBD                   12,300,000          12,208,120        5,278,196
 49                    Hotel                          Limited Service             11,764,690          11,746,504        8,999,933
 50                   Office                       Single Tenant Credit           11,623,000          11,623,000       11,623,000
 51                    Hotel                           Extended Stay              11,388,210          11,370,606        8,711,927

52.1                Multifamily                           Garden                   5,592,154          5,558,588         5,026,726
52.2                Multifamily                           Garden                   5,557,846          5,524,486         4,995,887
 52                 Multifamily                           Garden                  11,150,000          11,083,074       10,022,613

 53                   Retail                             Anchored                 10,850,000          10,850,000        9,623,706
 54                 Industrial                         Distribution               10,800,000          10,800,000        9,462,125
 55                 Industrial                             Flex                   10,500,000          10,500,000        9,924,677
 56                    Hotel                          Limited Service             10,500,000          10,483,769        8,032,451
 57                   Retail                             Anchored                 10,300,000          10,300,000        9,369,803
 58                   Office                             Suburban                  9,718,229          9,718,229         9,718,229
 59                 Industrial                           Warehouse                 9,050,000          9,040,143         7,581,106
 60                   Office                                CBD                    9,000,000          9,000,000         9,000,000
 61                   Office                             Suburban                  8,700,000          8,700,000         7,815,743
 62                 Industrial                    Warehouse/Distribution           8,680,000          8,680,000         8,680,000
 63                   Office                             Suburban                  8,600,000          8,600,000         8,086,351

 64                    Hotel                           Extended Stay               5,047,200          5,039,398         3,861,085
 65                    Hotel                          Limited Service              3,075,000          3,070,247         2,352,360
                                                                                ------------------------------------ ---------------
                                                                                   8,122,200          8,109,645         6,213,445

 66                   Retail                             Anchored                  8,030,000          8,030,000         8,030,000
 67                    Other                              Theater                  7,800,000          7,800,000         7,800,000

68.1                  Retail                             Anchored                  2,800,000          2,800,000         2,800,000
68.2                  Retail                             Anchored                  4,880,000          4,880,000         4,880,000
 68                   Retail                             Anchored                  7,680,000          7,680,000         7,680,000

 69                   Office                              Medical                  7,500,000          7,500,000         6,427,007

70.1     Manufactured Housing Communities    Manufactured Housing Communities      3,634,932          3,627,434         3,038,581
70.2     Manufactured Housing Communities    Manufactured Housing Communities      3,615,068          3,607,611         3,021,976
 70      Manufactured Housing Communities    Manufactured Housing Communities      7,250,000          7,235,045         6,060,557

 71                   Retail                             Anchored                  7,250,000          7,227,382         6,075,992
 72                Self Storage                        Self Storage                7,000,000          7,000,000         6,255,210
 73                 Multifamily                            Urban                   7,000,000          6,986,257         6,529,423
 74                   Office                             Suburban                  6,800,000          6,800,000         5,778,454
 75                   Retail                             Anchored                  6,740,000          6,740,000         6,740,000
 76                   Retail                             Anchored                  6,682,500          6,682,500         6,682,500
 77                    Hotel                          Limited Service              6,500,000          6,490,029         4,981,058
 78                   Retail                            Unanchored                 6,400,000          6,393,139         5,374,971
 79                 Industrial                           Warehouse                 6,200,000          6,200,000         6,200,000
 80                    Hotel                          Limited Service              6,164,890          6,155,361         4,716,112
 81                   Office                             Suburban                  6,150,000          6,143,249         5,145,324
 82      Manufactured Housing Communities    Manufactured Housing Communities      6,000,000          5,993,156         4,987,944
 83                   Retail                             Anchored                  5,740,000          5,740,000         5,740,000
 84                   Office                             Suburban                  5,500,000          5,500,000         5,500,000
 85                 Multifamily                           Garden                   5,011,361          5,011,361         5,011,361

 86                   Office                              Medical                  3,600,000          3,592,717         3,017,729
 87                   Retail                            Unanchored                 1,000,000           997,977           838,259
                                                                                ----------------------------------------------------
                                                                                   4,600,000          4,590,694         3,855,988

 88                 Multifamily                           Garden                   4,500,000          4,500,000         4,082,867
 89                   Retail                             Anchored                  4,384,000          4,384,000         4,384,000
 90                 Multifamily                           Garden                   4,200,000          4,200,000         3,755,689
 91                   Retail                             Anchored                  3,990,000          3,990,000         3,990,000
 92                 Multifamily                           Garden                   3,850,000          3,850,000         3,850,000
 93                   Retail                          Shadow Anchored              3,700,000          3,700,000         3,390,927
 94                   Retail                             Anchored                  3,700,000          3,700,000         3,092,431
 95                   Retail                             Anchored                  3,630,000          3,626,034         3,039,329
 96                   Retail                             Anchored                  3,600,000          3,596,089         3,016,981
 97                   Retail                             Anchored                  3,600,000          3,592,881         3,027,395
 98                Self Storage                        Self Storage                3,300,000          3,296,364         2,759,207
 99                Self Storage                        Self Storage                3,250,000          3,246,385         2,713,206
100                Self Storage                        Self Storage                3,200,000          3,200,000         2,792,643
101                   Retail                            Unanchored                 3,200,000          3,196,569         2,687,485
102                 Multifamily                           Garden                   3,150,000          3,150,000         2,711,229
103                Self Storage                        Self Storage                3,000,000          2,996,455         2,478,985
104                   Office                             Suburban                  2,793,000          2,766,014         1,380,380
105                   Retail                             Anchored                  2,700,000          2,700,000         2,700,000
106                   Retail                          Shadow Anchored              2,455,000          2,455,000         2,455,000
107                 Multifamily                            Urban                   2,400,000          2,400,000         2,282,390
108                 Multifamily                         Multifamily                1,950,000          1,950,000         1,638,559
109                   Retail                             Anchored                  1,685,000          1,685,000         1,685,000

------------------------------------------------------------------------------------------------------------------------------------
                                                                                $2,162,590,026      $2,161,044,350   $2,004,290,029
====================================================================================================================================
</TABLE>

<TABLE>

                                                                               SUB-       NET                     FIRST
                              LOAN               MORTGAGE   ADMINISTRATIVE  SERVICING   MORTGAGE      NOTE       PAYMENT
  SEQUENCE                    TYPE                 RATE      FEE RATE (I)    FEE RATE     RATE        DATE        DATE
  --------                    ----                 ----      ------------    --------     ----        ----        ----

     1                   Interest Only            5.151%        0.061%        0.050%     5.090%     5/6/2005    7/1/2005
     2                      Balloon               4.861%        0.031%        0.010%     4.830%     3/9/2005    5/1/2005
     3                   Interest Only            4.906%        0.061%        0.050%     4.845%    3/15/2005    5/1/2005
     4                   Interest Only            4.891%        0.031%        0.020%     4.860%     6/9/2005    8/1/2005

    5.1
    5.2
    5.3
    5.4
    5.5
    5.6
    5.7
    5.8
     5                    IO, Balloon             5.177%        0.041%        0.020%     5.136%    5/31/2005    7/1/2005

     6                    IO, Balloon             5.263%        0.031%        0.020%     5.232%    12/22/2004   2/1/2005
     7                   Interest Only            4.875%        0.031%        0.020%     4.844%    12/2/2004    2/1/2005
     8                    IO, Balloon             5.778%        0.031%        0.020%     5.747%    8/12/2004    10/1/2004

    9.1
    9.2
     9                   Interest Only            5.657%        0.071%        0.050%     5.587%     4/8/2005    6/1/2005

    10.1
    10.2
     10                   IO, Balloon             5.177%        0.041%        0.020%     5.136%    5/31/2005    7/1/2005
    11.1
    11.2
     11                   IO, Balloon             5.177%        0.041%        0.020%     5.136%    5/31/2005    7/1/2005


     12                  Interest Only            4.668%        0.111%        0.100%     4.557%     5/6/2005    7/1/2005
     13                  Interest Only            4.668%        0.111%        0.100%     4.557%     5/6/2005    7/1/2005
     14                  Interest Only            4.818%        0.061%        0.050%     4.757%     5/6/2005    7/1/2005


     15                   IO, Balloon             5.870%        0.061%        0.050%     5.809%    7/15/2004    9/1/2004
     16                     Balloon               5.550%        0.041%        0.020%     5.509%    5/20/2005    7/1/2005
     17                  Interest Only            5.510%        0.061%        0.050%     5.449%    4/28/2005    6/1/2005
     18                   IO, Balloon             4.920%        0.041%        0.020%     4.879%     2/4/2005    4/1/2005
     19                  Interest Only            5.260%        0.041%        0.020%     5.219%     4/8/2005    6/1/2005
     20                   IO, Balloon             5.470%        0.061%        0.050%     5.409%    3/30/2005    5/1/2005
     21                     Balloon               5.540%        0.041%        0.020%     5.499%    11/5/2004    1/1/2005
     22                   IO, Balloon             5.415%        0.061%        0.050%     5.354%     6/7/2005    8/1/2005
     23                  Interest Only            5.355%        0.061%        0.050%     5.294%    4/29/2005    6/1/2005
     24                     Balloon               5.350%        0.041%        0.020%     5.309%    5/24/2005    7/1/2005
     25                   IO, Balloon             5.900%        0.031%        0.010%     5.869%    4/18/2005    6/1/2005
     26                   IO, Balloon             5.299%        0.031%        0.010%     5.268%    5/16/2005    7/1/2005
     27                     Balloon               5.447%        0.061%        0.050%     5.386%     6/6/2005    8/1/2005

     28                     Balloon               5.600%        0.041%        0.020%     5.559%    5/20/2005    7/1/2005
     29                     Balloon               5.600%        0.041%        0.020%     5.559%    5/20/2005    7/1/2005


     30                   IO, Balloon             5.090%        0.041%        0.020%     5.049%    5/18/2005    7/1/2005

     31                     Balloon               5.550%        0.041%        0.020%     5.509%    6/10/2005    8/1/2005
     32                     Balloon               5.550%        0.041%        0.020%     5.509%    6/10/2005    8/1/2005


     33                  Interest Only            5.007%        0.031%        0.010%     4.976%    4/19/2005    6/1/2005

    34.1
    34.2
    34.3
    34.4
     34                     Balloon               5.932%        0.031%        0.010%     5.901%    4/26/2005    6/1/2005

     35                     Balloon               5.550%        0.041%        0.020%     5.509%    5/20/2005    7/1/2005
     36                     Balloon               5.550%        0.041%        0.020%     5.509%    5/20/2005    7/1/2005


     37                  Interest Only            5.090%        0.111%        0.100%     4.979%    5/17/2005    7/1/2005
     38                  Interest Only            5.367%        0.111%        0.100%     5.256%    4/19/2005    6/1/2005

     39                     Balloon               5.600%        0.041%        0.020%     5.559%    5/20/2005    7/1/2005
     40                     Balloon               5.550%        0.041%        0.020%     5.509%    6/10/2005    8/1/2005


     41                   IO, Balloon             5.730%        0.041%        0.020%     5.689%    3/16/2005    5/1/2005

     42                     Balloon               5.550%        0.041%        0.020%     5.509%    5/20/2005    7/1/2005
     43                     Balloon               5.550%        0.041%        0.020%     5.509%    5/20/2005    7/1/2005


     44                  Interest Only            5.224%        0.111%        0.100%     5.113%    4/14/2005    6/1/2005
     45                   IO, Balloon             5.260%        0.041%        0.020%     5.219%    6/27/2005    8/1/2005
     46                     Balloon               5.690%        0.111%        0.100%     5.579%    4/28/2005    6/1/2005
     47                  Interest Only            4.870%        0.111%        0.100%     4.759%     6/8/2005    8/1/2005
     48                     Balloon               4.830%        0.041%        0.020%     4.789%     4/8/2005    6/1/2005
     49                     Balloon               5.550%        0.041%        0.020%     5.509%    5/20/2005    7/1/2005
     50             Interest Only, Hyper Am       4.298%        0.111%        0.100%     4.187%    12/16/2004   2/1/2005
     51                     Balloon               5.550%        0.041%        0.020%     5.509%    5/20/2005    7/1/2005

    52.1
    52.2
     52                     Balloon               5.463%        0.031%        0.010%     5.432%     3/1/2005    4/1/2005

     53                   IO, Balloon             5.015%        0.111%        0.100%     4.904%    5/24/2005    7/1/2005
     54                   IO, Balloon             5.430%        0.111%        0.100%     5.319%    5/13/2005    7/1/2005
     55                   IO, Balloon             5.402%        0.081%        0.060%     5.321%    6/10/2005    8/1/2005
     56                     Balloon               5.550%        0.041%        0.020%     5.509%    5/20/2005    7/1/2005
     57                   IO, Balloon             5.250%        0.111%        0.100%     5.139%     6/1/2005    7/1/2005
     58                  Interest Only            5.316%        0.111%        0.100%     5.205%     4/8/2005    6/1/2005
     59                     Balloon               5.526%        0.111%        0.100%     5.415%    5/26/2005    7/1/2005
     60                  Interest Only            4.700%        0.041%        0.020%     4.659%    5/26/2005    7/1/2005
     61                   IO, Balloon             5.620%        0.041%        0.020%     5.579%     4/8/2005    6/1/2005
     62                  Interest Only            5.198%        0.031%        0.010%     5.167%    4/15/2005    6/1/2005
     63                   IO, Balloon             5.315%        0.111%        0.100%     5.204%     5/2/2005    7/1/2005

     64                     Balloon               5.550%        0.041%        0.020%     5.509%    5/20/2005    7/1/2005
     65                     Balloon               5.550%        0.041%        0.020%     5.509%    5/20/2005    7/1/2005


     66                  Interest Only            4.690%        0.031%        0.010%     4.659%    4/20/2005    6/1/2005
     67                  Interest Only            4.690%        0.031%        0.010%     4.659%    5/11/2005    7/1/2005

    68.1
    68.2
     68                  Interest Only            5.494%        0.111%        0.100%     5.383%     5/9/2005    7/1/2005

     69                   IO, Balloon             5.460%        0.041%        0.020%     5.419%    5/27/2005    7/1/2005

    70.1
    70.2
     70                     Balloon               5.450%        0.111%        0.100%     5.339%    4/20/2005    6/1/2005

     71                     Balloon               5.540%        0.041%        0.020%     5.499%     3/9/2005    5/1/2005
     72                   IO, Balloon             5.359%        0.111%        0.100%     5.248%    4/28/2005    6/1/2005
     73                     Balloon               5.678%        0.031%        0.010%     5.647%    4/22/2005    6/1/2005
     74                   IO, Balloon             5.150%        0.041%        0.020%     5.109%     6/9/2005    8/1/2005
     75                  Interest Only            4.690%        0.031%        0.010%     4.659%    4/18/2005    6/1/2005
     76                  Interest Only            4.720%        0.031%        0.010%     4.689%     6/6/2005    8/1/2005
     77                     Balloon               5.600%        0.041%        0.020%     5.559%    5/20/2005    7/1/2005
     78                     Balloon               5.610%        0.041%        0.020%     5.569%    5/10/2005    7/1/2005
     79                  Interest Only            5.067%        0.111%        0.100%     4.956%     6/6/2005    8/1/2005
     80                     Balloon               5.550%        0.041%        0.020%     5.509%    5/20/2005    7/1/2005
     81                     Balloon               5.485%        0.111%        0.100%     5.374%    5/24/2005    7/1/2005
     82                     Balloon               5.280%        0.111%        0.100%     5.169%    5/20/2005    7/1/2005
     83                  Interest Only            5.060%        0.031%        0.010%     5.029%    2/25/2005    4/1/2005
     84                  Interest Only            4.780%        0.031%        0.010%     4.749%    3/24/2005    5/1/2005
     85                  Interest Only            5.218%        0.111%        0.100%     5.107%    4/15/2005    6/1/2005

     86                     Balloon               5.540%        0.041%        0.020%     5.499%     4/8/2005    6/1/2005
     87                     Balloon               5.540%        0.041%        0.020%     5.499%     4/8/2005    6/1/2005


     88                   IO, Balloon             5.102%        0.111%        0.100%     4.991%    5/18/2005    7/1/2005
     89                  Interest Only            4.668%        0.111%        0.100%     4.557%     5/5/2005    7/1/2005
     90                   IO, Balloon             5.402%        0.111%        0.100%     5.291%     6/1/2005    7/1/2005
     91                  Interest Only            5.060%        0.031%        0.010%     5.029%     4/7/2005    6/1/2005
     92                  Interest Only            5.200%        0.111%        0.100%     5.089%    5/23/2005    7/1/2005
     93                   IO, Balloon             5.671%        0.111%        0.100%     5.560%    4/20/2005    6/1/2005
     94                     Balloon               5.445%        0.111%        0.100%     5.334%     6/3/2005    8/1/2005
     95                     Balloon               5.510%        0.041%        0.020%     5.469%    4/29/2005    7/1/2005
     96                     Balloon               5.540%        0.111%        0.100%     5.429%     5/5/2005    7/1/2005
     97                     Balloon               5.645%        0.111%        0.100%     5.534%    4/20/2005    6/1/2005
     98                     Balloon               5.465%        0.111%        0.100%     5.354%     5/3/2005    7/1/2005
     99                     Balloon               5.415%        0.111%        0.100%     5.304%     5/3/2005    7/1/2005
    100                   IO, Balloon             5.267%        0.111%        0.100%     5.156%     3/9/2005    5/1/2005
    101                     Balloon               5.610%        0.041%        0.020%     5.569%    5/10/2005    7/1/2005
    102                   IO, Balloon             5.590%        0.041%        0.020%     5.549%    2/14/2005    4/1/2005
    103                     Balloon               5.090%        0.111%        0.100%     4.979%     6/1/2005    7/1/2005
    104                     Balloon               5.510%        0.041%        0.020%     5.469%     4/1/2005    5/1/2005
    105                  Interest Only            5.503%        0.031%        0.010%     5.472%    4/11/2005    6/1/2005
    106                  Interest Only            5.060%        0.031%        0.010%     5.029%    2/17/2005    4/1/2005
    107                   IO, Balloon             5.970%        0.031%        0.010%     5.939%     4/8/2005    6/1/2005
    108                     Balloon               5.620%        0.041%        0.020%     5.579%     6/8/2005    8/1/2005
    109                  Interest Only            4.690%        0.031%        0.010%     4.659%    4/19/2005    6/1/2005

---------------------------------------------------------------------------------------------------------------------------
                                                  5.229%        0.052%        0.036%     5.177%
===========================================================================================================================
</TABLE>

<TABLE>

                                   ORIGINAL     ORIGINAL                          REMAINING
             INTEREST               TERM TO   AMORTIZATION  INTEREST               TERM TO
              ACCRUAL    MONTHLY   MATURITY       TERM        ONLY    SEASONING    MATURITY   MATURITY
  SEQUENCE    METHOD     PAYMENT   (MONTHS)  (MONTHS) (II)   PERIOD   (MONTHS)     (MONTHS)     DATE
  --------    ------     -------   --------  -------------   ------   --------     --------     ----

     1        ACT/360   $870,453      120                     120         1          119      6/1/2015
     2        ACT/360   1,003,824     60          360                     3           57      4/1/2010
     3        ACT/360    547,132      84                       84         3           81      4/1/2012
     4        ACT/360    472,713      84                       84                     84      7/1/2012

    5.1
    5.2
    5.3
    5.4
    5.5
    5.6
    5.7
    5.8
     5        ACT/360    554,074      120         360          36         1          119      6/1/2015

     6        ACT/360    464,502      84          360          24         6           78      1/1/2012
     7        ACT/360    345,990      120                     120         6          114      1/1/2015
     8        ACT/360    439,772      120         360          24        10          110      9/1/2014

    9.1
    9.2
     9        ACT/360    334,600      60                       60         2           58      5/1/2010

    10.1
    10.2
     10       ACT/360    197,728      120         360          36         1          119      6/1/2015
    11.1
    11.2
     11       ACT/360    86,165       120         360          36         1          119      6/1/2015


     12       30/360     39,391       60                       60         1           59      6/1/2010
     13       30/360     24,445       60                       60         1           59      6/1/2010
     14       30/360     111,918      60                       60         1           59      6/1/2010


     15       ACT/360    267,279      180         300         120        11          169      8/1/2019
     16       ACT/360    252,230      120         300                     1          119      6/1/2015
     17       ACT/360    174,579      120                     120         2          118      5/1/2015
     18       ACT/360    175,541      120         360          12         4          116      3/1/2015
     19       ACT/360    142,215      60                       60         2           58      5/1/2010
     20       ACT/360    172,681      120         360          60         3          117      4/1/2015
     21       ACT/360    173,942      120         360                     7          113      12/1/2014
     22       ACT/360    154,679      120         360          60                    120      7/1/2015
     23       ACT/360    119,899      60                       60         2           58      5/1/2010
     24       ACT/360    145,239      120         300                     1          119      6/1/2015
     25       ACT/360    135,532      60          360          24         2           58      5/1/2010
     26       ACT/360    126,859      84          360          12         1           83      6/1/2012
     27       ACT/360    121,361      120         360                                120      7/1/2015

     28       ACT/360    62,735       120         300                     1          119      6/1/2015
     29       ACT/360    62,627       120         300                     1          119      6/1/2015


     30       ACT/360    100,332      84          360          35         1           83      6/1/2012

     31       ACT/360    57,916       120         300                                120      7/1/2015
     32       ACT/360    53,788       120         300                                120      7/1/2015


     33       30/360     73,436       60                       60         2           58      5/1/2010

    34.1
    34.2
    34.3
    34.4
     34       ACT/360    102,670      84          360                     2           82      5/1/2012

     35       ACT/360    56,000       120         300                     1          119      6/1/2015
     36       ACT/360    49,058       120         300                     1          119      6/1/2015


     37       ACT/360    72,680       60                       60         1           59      6/1/2010
     38       ACT/360    75,819       120                     120         2          118      5/1/2015

     39       ACT/360    48,083       120         300                     1          119      6/1/2015
     40       ACT/360    48,869       120         300                                120      7/1/2015


     41       ACT/360    90,082       84          360          60         3           81      4/1/2012

     42       ACT/360    49,058       120         300                     1          119      6/1/2015
     43       ACT/360    42,689       120         300                     1          119      6/1/2015


     44       ACT/360    59,498       120                     120         2          118      5/1/2015
     45       ACT/360    70,540       120         360          24                    120      7/1/2015
     46       ACT/360    72,471       120         360                     2          118      5/1/2015
     47       ACT/360    50,405       120                     120                    120      7/1/2015
     48       ACT/360    96,182       120         180                     2          118      5/1/2015
     49       ACT/360    72,597       120         300                     1          119      6/1/2015
     50       30/360     41,625       60                       60         6           54      1/1/2010
     51       ACT/360    70,274       120         300                     1          119      6/1/2015

    52.1
    52.2
     52       ACT/360    68,225       60          300                     4           56      3/1/2010

     53       ACT/360    58,345       120         360          36         1          119      6/1/2015
     54       ACT/360    60,848       120         360          24         1          119      6/1/2015
     55       ACT/360    58,974       84          360          36                     84      7/1/2012
     56       ACT/360    64,793       120         300                     1          119      6/1/2015
     57       ACT/360    56,877       120         360          48         1          119      6/1/2015
     58       ACT/360    43,650       120                     120         2          118      5/1/2015
     59       ACT/360    51,533       120         360                     1          119      6/1/2015
     60       ACT/360    35,740       120                     120         1          119      6/1/2015
     61       ACT/360    50,055       120         360          36         2          118      5/1/2015
     62       ACT/360    38,121       72                       72         2           70      5/1/2011
     63       ACT/360    47,836       111         360          60         1          110      9/1/2014

     64       ACT/360    31,145       120         300                     1          119      6/1/2015
     65       ACT/360    18,975       120         300                     1          119      6/1/2015


     66       30/360     31,384       60                       60         2           58      5/1/2010
     67       30/360     30,485       60                       60         1           59      6/1/2010

    68.1
    68.2
     68       ACT/360    35,650       120                     120         1          119      6/1/2015

     69       ACT/360    42,396       120         360          12         1          119      6/1/2015

    70.1
    70.2
     70       ACT/360    40,938       120         360                     2          118      5/1/2015

     71       ACT/360    41,347       120         360                     3          117      4/1/2015
     72       ACT/360    39,128       120         360          36         2          118      5/1/2015
     73       ACT/360    40,530       60          360                     2           58      5/1/2010
     74       ACT/360    37,130       120         360          12                    120      7/1/2015
     75       30/360     26,342       60                       60         2           58      5/1/2010
     76       30/360     26,285       60                       60                     60      7/1/2010
     77       ACT/360    40,305       120         300                     1          119      6/1/2015
     78       ACT/360    36,781       120         360                     1          119      6/1/2015
     79       ACT/360    26,543       60                       60                     60      7/1/2010
     80       ACT/360    38,042       120         300                     1          119      6/1/2015
     81       ACT/360    34,861       120         360                     1          119      6/1/2015
     82       ACT/360    33,244       120         360                     1          119      6/1/2015
     83       30/360     24,204       60                       60         4           56      3/1/2010
     84       30/360     21,908       60                       60         3           57      4/1/2010
     85       ACT/360    22,094       120                     120         2          118      5/1/2015

     86       ACT/360    20,531       120         360                     2          118      5/1/2015
     87       ACT/360     5,703       120         360                     2          118      5/1/2015


     88       ACT/360    24,438       120         360          48         1          119      6/1/2015
     89       30/360     17,054       60                       60         1           59      6/1/2010
     90       ACT/360    23,590       120         360          36         1          119      6/1/2015
     91       30/360     16,825       60                       60         2           58      5/1/2010
     92       ACT/360    16,915       120                     120         1          119      6/1/2015
     93       ACT/360    21,407       120         360          48         2          118      5/1/2015
     94       ACT/360    20,881       120         360                                120      7/1/2015
     95       ACT/360    20,634       120         360                     1          119      6/1/2015
     96       ACT/360    20,531       120         360                     1          119      6/1/2015
     97       ACT/360    20,769       120         360                     2          118      5/1/2015
     98       ACT/360    18,665       120         360                     1          119      6/1/2015
     99       ACT/360    18,280       120         360                     1          119      6/1/2015
    100       ACT/360    17,704       120         360          24         3          117      4/1/2015
    101       ACT/360    18,391       120         360                     1          119      6/1/2015
    102       ACT/360    18,570       120         336          24         4          116      3/1/2015
    103       ACT/360    16,270       120         360                     1          119      6/1/2015
    104       ACT/360    21,921       120         192                     3          117      4/1/2015
    105       ACT/360    12,554       60                       60         2           58      5/1/2010
    106       30/360     10,352       60                       60         4           56      3/1/2010
    107       ACT/360    14,343       60          360          12         2           58      5/1/2010
    108       ACT/360    11,219       120         360                                120      7/1/2015
    109       30/360      6,586       60                       60         2           58      5/1/2010

--------------------------------------------------------------------------------------------------------
                                      100         345                     3           97
========================================================================================================
</TABLE>

<TABLE>

          CROSS-COLLATERALIZED      RELATED
SEQUENCE         LOANS            LOANS (III)         PREPAYMENT PENALTY DESCRIPTION (PAYMENTS)            YIELD MAINTENANCE TYPE
--------         -----            -----------         -----------------------------------------            ----------------------

   1                                                           LO(116)/OPEN(4)/DEFEASANCE
   2                                                           LO(53)/OPEN(7)/DEFEASANCE
   3                                                           LO(78)/OPEN(6)/DEFEASANCE
   4                                                           LO(77)/OPEN(7)/DEFEASANCE

  5.1                             BACM 05-3-H
  5.2                             BACM 05-3-H
  5.3                             BACM 05-3-H
  5.4                             BACM 05-3-H
  5.5                             BACM 05-3-H
  5.6                             BACM 05-3-H
  5.7                             BACM 05-3-H
  5.8                             BACM 05-3-H
   5                              BACM 05-3-H                  LO(116)/OPEN(4)/DEFEASANCE

   6                                                           LO(80)/OPEN(4)/DEFEASANCE
   7                                                           LO(114)/OPEN(6)/DEFEASANCE
   8                                                           LO(117)/OPEN(3)/DEFEASANCE

  9.1
  9.2
   9                                                           LO(59)/OPEN(1)/DEFEASANCE

  10.1                            BACM 05-3-H
  10.2                            BACM 05-3-H
   10         BACM 05-3-B         BACM 05-3-H                  LO(116)/OPEN(4)/DEFEASANCE
  11.1                            BACM 05-3-H
  11.2                            BACM 05-3-H
   11         BACM 05-3-B         BACM 05-3-H                  LO(116)/OPEN(4)/DEFEASANCE


   12         BACM 05-3-A         BACM 05-3-D              LO(23)/GRTR1%PPMTorYM(34)/OPEN(3)                    Int Diff (BEY)
   13         BACM 05-3-A         BACM 05-3-D              LO(23)/GRTR1%PPMTorYM(34)/OPEN(3)                    Int Diff (BEY)
   14         BACM 05-3-A         BACM 05-3-D              LO(23)/GRTR1%PPMTorYM(34)/OPEN(3)                    Int Diff (BEY)


   15                                                      LO(60)/GRTR1%PPMTorYM(117)/OPEN(3)                 Int Diff (BEY) - B
   16                             BACM 05-3-I                  LO(116)/OPEN(4)/DEFEASANCE
   17                                                          LO(117)/OPEN(3)/DEFEASANCE
   18                                                          LO(116)/OPEN(4)/DEFEASANCE
   19                                                          LO(58)/OPEN(2)/DEFEASANCE
   20                                                          LO(113)/OPEN(7)/DEFEASANCE
   21                                                          LO(117)/OPEN(3)/DEFEASANCE
   22                             BACM 05-3-C              LO(36)/GRTR1%PPMTorYM(81)/OPEN(3)                    Int Diff (MEY)
   23                                                      LO(24)/GRTR1%PPMTorYM(32)/OPEN(4)                    Int Diff (MEY)
   24                                                          LO(118)/OPEN(2)/DEFEASANCE
   25                                                          LO(57)/OPEN(3)/DEFEASANCE
   26                                                          LO(83)/OPEN(1)/DEFEASANCE
   27                                                          LO(115)/OPEN(5)/DEFEASANCE

   28         BACM 05-3-C         BACM 05-3-I                  LO(116)/OPEN(4)/DEFEASANCE
   29         BACM 05-3-C         BACM 05-3-I                  LO(116)/OPEN(4)/DEFEASANCE


   30                                                          LO(80)/OPEN(4)/DEFEASANCE

   31         BACM 05-3-E         BACM 05-3-I                  LO(116)/OPEN(4)/DEFEASANCE
   32         BACM 05-3-E         BACM 05-3-I                  LO(116)/OPEN(4)/DEFEASANCE


   33                             BACM 05-3-D              LO(35)/GRTR1%PPMTorYM(23)/OPEN(2)                       NPV (MEY)

  34.1
  34.2
  34.3
  34.4
   34                                                          LO(83)/OPEN(1)/DEFEASANCE

   35         BACM 05-3-D         BACM 05-3-I                  LO(116)/OPEN(4)/DEFEASANCE
   36         BACM 05-3-D         BACM 05-3-I                  LO(116)/OPEN(4)/DEFEASANCE


   37                                                          LO(57)/OPEN(3)/DEFEASANCE
   38                                                          LO(116)/OPEN(4)/DEFEASANCE

   39         BACM 05-3-G         BACM 05-3-I                  LO(116)/OPEN(4)/DEFEASANCE
   40         BACM 05-3-G         BACM 05-3-I                  LO(116)/OPEN(4)/DEFEASANCE


   41                                                          LO(82)/OPEN(2)/DEFEASANCE

   42         BACM 05-3-F         BACM 05-3-M                  LO(116)/OPEN(4)/DEFEASANCE
   43         BACM 05-3-F         BACM 05-3-M                  LO(116)/OPEN(4)/DEFEASANCE


   44                             BACM 05-3-E                  LO(116)/OPEN(4)/DEFEASANCE
   45                                                          LO(116)/OPEN(4)/DEFEASANCE
   46                                                          LO(116)/OPEN(4)/DEFEASANCE
   47                                                          LO(116)/OPEN(4)/DEFEASANCE
   48                                                          LO(118)/OPEN(2)/DEFEASANCE
   49                             BACM 05-3-J                  LO(116)/OPEN(4)/DEFEASANCE
   50                             BACM 05-3-D              LO(23)/GRTR1%PPMTorYM(34)/OPEN(3)                    Int Diff (MEY)
   51                             BACM 05-3-I                  LO(116)/OPEN(4)/DEFEASANCE

  52.1
  52.2
   52                                                          LO(59)/OPEN(1)/DEFEASANCE

   53                                                      LO(36)/GRTR1%PPMTorYM(80)/OPEN(4)                    Int Diff (BEY)
   54                                                          LO(117)/OPEN(3)/DEFEASANCE
   55                                                          LO(83)/OPEN(1)/DEFEASANCE
   56                             BACM 05-3-I                  LO(116)/OPEN(4)/DEFEASANCE
   57                             BACM 05-3-C              LO(36)/GRTR1%PPMTorYM(81)/OPEN(3)                    Int Diff (MEY)
   58                             BACM 05-3-E                  LO(116)/OPEN(4)/DEFEASANCE
   59                                                         GRTR1%PPMTorYM(117)/OPEN(3)                       Int Diff (MEY)
   60                                                          LO(118)/OPEN(2)/DEFEASANCE
   61                                                          LO(118)/OPEN(2)/DEFEASANCE
   62                                                          LO(69)/OPEN(3)/DEFEASANCE
   63                                                          LO(108)/OPEN(3)/DEFEASANCE

   64         BACM 05-3-H         BACM 05-3-J                  LO(116)/OPEN(4)/DEFEASANCE
   65         BACM 05-3-H         BACM 05-3-J                  LO(116)/OPEN(4)/DEFEASANCE


   66                             BACM 05-3-D              LO(35)/GRTR1%PPMTorYM(23)/OPEN(2)                       NPV (MEY)
   67                             BACM 05-3-D              LO(35)/GRTR1%PPMTorYM(23)/OPEN(2)                       NPV (MEY)

  68.1
  68.2
   68                             BACM 05-3-E                  LO(116)/OPEN(4)/DEFEASANCE

   69                                                          LO(118)/OPEN(2)/DEFEASANCE

  70.1                            BACM 05-3-B
  70.2                            BACM 05-3-B
   70                             BACM 05-3-B                  LO(117)/OPEN(3)/DEFEASANCE

   71                                                          LO(118)/OPEN(2)/DEFEASANCE
   72                                                      LO(47)/GRTR1%PPMTorYM(69)/OPEN(4)                    Int Diff (MEY)
   73                             BACM 05-3-N              LO(35)/GRTR1%PPMTorYM(24)/OPEN(1)                       NPV (MEY)
   74                                                          LO(118)/OPEN(2)/DEFEASANCE
   75                             BACM 05-3-D              LO(35)/GRTR1%PPMTorYM(23)/OPEN(2)                       NPV (MEY)
   76                             BACM 05-3-D              LO(35)/GRTR1%PPMTorYM(23)/OPEN(2)                       NPV (MEY)
   77                             BACM 05-3-I                  LO(116)/OPEN(4)/DEFEASANCE
   78                             BACM 05-3-K                  LO(118)/OPEN(2)/DEFEASANCE
   79                                                          LO(56)/OPEN(4)/DEFEASANCE
   80                             BACM 05-3-I                  LO(116)/OPEN(4)/DEFEASANCE
   81                                                      LO(36)/GRTR1%PPMTorYM(81)/OPEN(3)                    Int Diff (MEY)
   82                             BACM 05-3-B                  LO(117)/OPEN(3)/DEFEASANCE
   83                             BACM 05-3-D              LO(35)/GRTR1%PPMTorYM(23)/OPEN(2)                       NPV (MEY)
   84                             BACM 05-3-D              LO(35)/GRTR1%PPMTorYM(23)/OPEN(2)                       NPV (MEY)
   85                             BACM 05-3-E                  LO(116)/OPEN(4)/DEFEASANCE

   86         BACM 05-3-I         BACM 05-3-L                  LO(116)/OPEN(4)/DEFEASANCE
   87         BACM 05-3-I         BACM 05-3-L                  LO(116)/OPEN(4)/DEFEASANCE


   88                                                          LO(117)/OPEN(3)/DEFEASANCE
   89                             BACM 05-3-D              LO(23)/GRTR1%PPMTorYM(34)/OPEN(3)                    Int Diff (BEY)
   90                                                          LO(117)/OPEN(3)/DEFEASANCE
   91                             BACM 05-3-D              LO(35)/GRTR1%PPMTorYM(23)/OPEN(2)                       NPV (MEY)
   92                                                          LO(117)/OPEN(3)/DEFEASANCE
   93                             BACM 05-3-C              LO(36)/GRTR1%PPMTorYM(81)/OPEN(3)                    Int Diff (MEY)
   94                             BACM 05-3-A                  LO(117)/OPEN(3)/DEFEASANCE
   95                                                          LO(118)/OPEN(2)/DEFEASANCE
   96                                                          LO(117)/OPEN(3)/DEFEASANCE
   97                             BACM 05-3-A                  LO(117)/OPEN(3)/DEFEASANCE
   98                             BACM 05-3-G                  LO(117)/OPEN(3)/DEFEASANCE
   99                             BACM 05-3-G                  LO(117)/OPEN(3)/DEFEASANCE
  100                                                          LO(117)/OPEN(3)/DEFEASANCE
  101                             BACM 05-3-K                  LO(118)/OPEN(2)/DEFEASANCE
  102                                                          LO(116)/OPEN(4)/DEFEASANCE
  103                                                          LO(117)/OPEN(3)/DEFEASANCE
  104                                                          LO(118)/OPEN(2)/DEFEASANCE
  105                                                          LO(59)/OPEN(1)/DEFEASANCE
  106                             BACM 05-3-D              LO(35)/GRTR1%PPMTorYM(23)/OPEN(2)                       NPV (MEY)
  107                             BACM 05-3-N              LO(35)/GRTR1%PPMTorYM(24)/OPEN(1)                       NPV (MEY)
  108                                                          LO(118)/OPEN(2)/DEFEASANCE
  109                             BACM 05-3-D              LO(35)/GRTR1%PPMTorYM(23)/OPEN(2)                       NPV (MEY)

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

====================================================================================================================================
</TABLE>

<TABLE>

                                                                                                                   TOTAL
                                                                                                                   UNITS/     UNITS/
                                                                                                                    SF/        SF/
            APPRAISAL     APPRAISAL    CUT-OFF DATE LTV        BALLOON                  YEAR BUILT/                PADS/      PADS/
SEQUENCE      VALUE          DATE           RATIO             LTV RATIO                  RENOVATED                  KEYS       KEYS
--------      -----          ----           ------            ---------                  ---------                  ----       ----

   1      $320,000,000    3/10/2005          62.5%              62.5%                    1913/2002                811,791       SF
   2       255,000,000    2/28/2005          74.2%              68.7%                    1974/2000                340,779       SF
   3       339,000,000    2/24/2005          71.4%              71.4%                    1980/2004                825,061       SF
   4       178,000,000    4/22/2005          64.3%              64.3%                       1987                 1,043,411      SF

  5.1      35,400,000     4/29/2005                                                         1984                  328,368       SF
  5.2      34,000,000      5/5/2005                                                         1991                  209,684       SF
  5.3      39,400,000     4/22/2005                                                      1971/2004                335,376       SF
  5.4      15,200,000     4/24/2005                                                      1989/2005                136,246       SF
  5.5      14,780,000      5/4/2005                                                      1924/1991                217,950       SF
  5.6       7,900,000     4/24/2005                                                         1990                   76,666       SF
  5.7       8,800,000     4/28/2005                                                         1989                   76,999       SF
  5.8       6,500,000     4/28/2005                                                         1988                   61,862       SF
   5       161,980,000                       62.5%              55.6%                                            1,443,151      SF

   6       105,200,000    10/27/2004         79.8%              74.0%                       1990                    617       Units
   7       140,600,000    11/4/2004          59.7%              59.7%                    1979/2000                309,092       SF
   8       150,000,000     5/1/2005          51.1%              45.8%                    1965/2004               1,000,189      SF

  9.1      75,000,000     3/24/2005                                                      1973/2004                591,189       SF
  9.2      20,000,000     3/24/2005                                                      1979/2004                136,221       SF
   9       95,000,000     3/24/2005          73.7%              73.7%                                             727,410       SF

  10.1     31,100,000      4/1/2005                                                      1919/1994                251,496       SF
  10.2     25,400,000      4/1/2006                                                         1987                  118,905       SF
   10      56,500,000                        62.8%              55.9%                                             370,401       SF
  11.1     20,000,000      5/5/2005                                                         1987                  287,640       SF
  11.2      6,000,000      5/1/2006                                                         1985                  115,229       SF
   11      26,000,000                        62.8%              55.9%                                             402,869       SF
         ----------------
           82,500,000

   12      17,900,000     2/24/2005          57.9%              57.9%                       1986                  245,993       SF
   13      11,400,000     2/23/2005          57.9%              57.9%                       1985                   74,715       SF
   14      47,250,000     2/23/2005          57.9%              57.9%                       1997                  124,614       SF
         ----------------
           76,550,000

   15      68,000,000      6/1/2005          61.8%              55.8%                       2001                  149,993       SF
   16      54,500,000      4/1/2006          67.5%              57.4%                       2003                    306        Keys
   17      53,400,000     3/21/2005          70.2%              70.2%                    1913/1997                  108       Units
   18      53,900,000      6/1/2005          61.2%              51.7%                    2001/2005                  424       Units
   19      44,500,000     2/17/2005          71.9%              71.9%                       2001                  345,600       SF
   20      40,500,000     3/16/2005          75.3%              70.1%                       1985                  121,514       SF
   21      41,500,000     10/7/2004          73.0%              61.6%                    1980/2004                174,921       SF
   22      44,000,000      4/2/2005          62.5%              58.1%                       1999                  144,938       SF
   23      33,500,000     3/17/2005          79.1%              79.1%                       2003                    342       Units
   24      37,000,000      4/1/2005          64.8%              49.3%                       2002                    189        Keys
   25      31,000,000      3/1/2005          73.7%              71.1%                    1983/2004                293,613       SF
   26      35,200,000     1/24/2005          64.9%              59.1%                       1998                  195,194       SF
   27      28,750,000      4/5/2005          74.8%              62.5%                       2004                  107,358       SF

   28      14,000,000      4/6/2006          72.1%              56.1%                       2002                    120        Keys
   29      13,600,000      4/6/2006          72.1%              56.1%                       2002                    126        Keys
         ----------------
           27,600,000

   30      26,450,000     3/15/2005          69.9%              65.8%                    1977/2004                 80,609       SF

   31      12,600,000     5/18/2005          73.0%              55.9%                       2001                    142        Keys
   32      12,200,000     5/19/2005          73.0%              55.9%                       2000                    102        Keys
         ----------------
           24,800,000

   33      32,250,000      1/7/2005          54.6%              54.6%                       2004                  141,686       SF

  34.1      7,295,000      4/3/2005                                                         1992                   72,520       SF
  34.2      6,450,000      4/3/2005                                                         1992                   92,236       SF
  34.3      5,600,000      4/4/2005                                                         1988                   86,479       SF
  34.4      4,935,000      4/3/2005                                                         1992                   94,655       SF
   34      24,280,000      4/3/2005          70.9%              64.2%                                             345,890       SF

   35      12,100,000      4/7/2005          74.9%              57.4%                       2000                     88        Keys
   36      10,600,000      4/7/2005          74.9%              57.4%                       2002                    132        Keys
         ----------------
           22,700,000

   37      22,000,000     4/13/2005          76.8%              76.8%                       2003                    280       Units
   38      20,900,000     12/21/2004         80.0%              80.0%                    1962/2004                  305       Units

   39      10,500,000     4/18/2005          74.2%              56.9%                       2000                    110        Keys
   40      10,600,000     5/18/2005          74.2%              56.9%                       2000                     88        Keys
         ----------------
           21,100,000

   41      22,200,000      2/4/2005          69.7%              68.0%                    1998/2004                280,645       SF

   42      10,600,000      4/8/2005          72.1%              55.2%                       2002                     84        Keys
   43      10,000,000      4/8/2005          72.1%              55.2%                       2002                     78        Keys
         ----------------
           20,600,000

   44      18,300,000      3/3/2005          73.7%              73.7%                       1926                    180       Units
   45      16,000,000     3/25/2005          79.8%              69.6%                       1995                    180       Units
   46      17,000,000      2/3/2005          73.4%              61.9%                       1991                   60,080       SF
   47      26,600,000      4/1/2005          46.1%              46.1%                       1989                  107,256       SF
   48      19,600,000      3/8/2005          62.3%              26.9%                       1998                  140,484       SF
   49      15,700,000      4/7/2005          74.8%              57.3%                       2002                    164        Keys
   50      18,000,000     11/1/2004          64.6%              64.6%                       2000                  132,336       SF
   51      15,300,000      4/7/2006          72.4%              56.9%                       2003                    130        Keys

  52.1      8,150,000     9/30/2004                                                      1946/1990                  248       Units
  52.2      8,100,000     9/30/2004                                                      1946/1990                  244       Units
   52      16,250,000     9/30/2004          68.2%              61.7%                                               492       Units

   53      15,400,000      3/8/2005          70.5%              62.5%                    1973/1998                169,310       SF
   54      13,500,000     3/18/2005          80.0%              70.1%                       2004                  322,560       SF
   55      15,400,000     4/21/2005          68.2%              64.4%                       2001                  145,120       SF
   56      14,300,000      4/8/2005          73.3%              56.2%                       1996                    154        Keys
   57      14,400,000     4/24/2005          71.5%              65.1%                       1997                   88,729       SF
   58      13,550,000      3/4/2005          71.7%              71.7%                       1977                  131,082       SF
   59      12,200,000     4/20/2005          74.1%              62.1%                       2001                  263,328       SF
   60      43,600,000     4/19/2005          20.6%              20.6%                    1934/2000                284,150       SF
   61      11,630,000      4/6/2005          74.8%              67.2%                    2002/2004                 52,489       SF
   62      12,550,000      3/4/2005          69.2%              69.2%                       1981                  200,000       SF
   63      11,350,000     4/10/2005          75.8%              71.2%                    1996/2004                 93,912       SF

   64       6,900,000     4/15/2005          73.7%              56.5%                       1998                    102        Keys
   65       4,100,000     4/10/2005          73.7%              56.5%                       1999                     90        Keys
         ----------------
           11,000,000

   66      14,700,000     2/11/2005          54.6%              54.6%                       1998                   60,772       SF
   67      15,650,000     2/17/2005          49.8%              49.8%                       2000                   70,183       SF

  68.1      3,500,000     3/22/2005                                                         2000                   13,050       SF
  68.2      6,100,000     3/30/2005                                                         2000                   13,050       SF
   68       9,600,000      Various           80.0%              80.0%                                              26,100       SF

   69       9,400,000      7/1/2005          79.8%              68.4%                       2002                   46,431       SF

  70.1      4,575,000      2/3/2005                                                         1960                    101        Pads
  70.2      4,550,000      2/3/2005                                                         1970                     92        Pads
   70       9,125,000      2/3/2005          79.3%              66.4%                                               193        Pads

   71      12,100,000     2/25/2005          59.7%              50.2%                       1995                  156,603       SF
   72      12,770,000     3/22/2005          54.8%              49.0%                       2001                   1,125      Units
   73      10,300,000     3/22/2005          67.8%              63.4%                    1938/2004                  109       Units
   74       9,200,000     3/24/2005          73.9%              62.8%                    1969/2005                142,583       SF
   75      12,500,000     1/26/2005          53.9%              53.9%                    1998/2002                 86,010       SF
   76      11,910,000     3/26/2005          56.1%              56.1%                       2003                   60,154       SF
   77       8,900,000      4/6/2006          72.9%              56.0%                       2002                     87        Keys
   78       8,500,000     3/29/2005          75.2%              63.2%                       1993                   48,550       SF
   79      11,400,000      4/8/2005          54.4%              54.4%                       1972                  150,058       SF
   80       8,300,000      4/7/2005          74.2%              56.8%                       1996                    110        Keys
   81       8,200,000     4/22/2005          74.9%              62.7%                       2004                   43,304       SF
   82       7,900,000     1/27/2005          75.9%              63.1%                    1968/2001                  180        Pads
   83      10,600,000     11/26/2004         54.2%              54.2%                    1984/2003                100,404       SF
   84      10,000,000     1/25/2005          55.0%              55.0%                       2004                   72,500       SF
   85       7,600,000      3/4/2005          65.9%              65.9%                    1929/2002                   51       Units

   86       5,150,000      7/1/2005          69.0%              58.0%                    1965/2005                 21,581       SF
   87       1,500,000     3/28/2005          69.0%              58.0%                    1969/1994                 5,321        SF
         ----------------
            6,650,000

   88       5,520,000     4/25/2005          81.5%              74.0%                       2004                     60       Units
   89       8,000,000      3/8/2005          54.8%              54.8%                       2004                   44,271       SF
   90       5,400,000     3/21/2005          77.8%              69.5%                    1910/2003                   31       Units
   91       7,300,000     11/16/2004         54.7%              54.7%                       2002                   53,376       SF
   92       5,400,000     4/21/2005          71.3%              71.3%                    1965/2000                   46       Units
   93       4,950,000     2/14/2005          74.7%              68.5%                       2003                   20,065       SF
   94       4,650,000     2/19/2005          79.6%              66.5%                       2005                   14,820       SF
   95       5,000,000      4/4/2005          72.5%              60.8%                       2002                   48,020       SF
   96       5,750,000     3/21/2005          62.5%              52.5%                       2003                   14,905       SF
   97       4,500,000     2/20/2005          79.8%              67.3%                       2005                   14,820       SF
   98       4,150,000     3/25/2005          79.4%              66.5%                       1999                    523       Units
   99       4,500,000     3/25/2005          72.1%              60.3%                       1998                    519       Units
  100       6,000,000     12/20/2004         53.3%              46.5%                    1945/1986                  414       Units
  101       4,000,000      9/1/2005          79.9%              67.2%                       2004                   21,629       SF
  102       4,550,000      7/1/2005          69.2%              59.6%                    1920/2005                   69       Units
  103       4,640,000     3/21/2005          64.6%              53.4%                       1998                    368       Units
  104       4,400,000      3/9/2005          62.9%              31.4%                       1997                   24,248       SF
  105       3,700,000     2/24/2005          73.0%              73.0%                       1996                   29,025       SF
  106       4,160,000     10/1/2004          59.0%              59.0%                       2002                   17,665       SF
  107       3,500,000      2/3/2005          68.6%              65.2%                    1916/2004                   23       Units
  108       2,580,000      5/4/2005          71.7%              63.5%                    1950/1999                   72       Units
  109       3,300,000     1/12/2005          51.1%              51.1%                       2004                   10,055       SF

------------------------------------------------------------------------------------------------------------------------------------
                                             67.6%              62.7%
====================================================================================================================================
</TABLE>

<TABLE>

                                    LOAN
                                 BALANCE PER
                                  UNIT/SF/                        OCCUPANCY
              NET RENTABLE          PAD/           OCCUPANCY        AS OF          U/W           U/W          U/W         U/W
  SEQUENCE      AREA (SF)            KEY            PERCENT         DATE         REVENUES      EXPENSES    CASH FLOW     DSCR
  --------      ---------            ---            -------         ----         --------      --------    ---------     ----

     1           811,791            $246             96.0%        4/30/2005    $30,037,373   $11,365,474  $17,765,852    1.70x
     2           340,779             556             95.6%        1/3/2005      24,864,113    8,837,729    15,575,037    1.29x
     3           825,061             293             87.1%        3/1/2005      28,613,628    10,789,119   16,834,132    1.40x
     4          1,043,411            110             94.8%        5/26/2005     17,562,427    6,457,247    10,618,972    1.87x

    5.1          328,368                             89.2%        5/1/2005      4,820,731     1,821,905    2,508,693
    5.2          209,684                             98.9%        5/1/2005      4,481,635     2,263,488    1,846,572
    5.3          335,376                             71.3%        5/1/2005      4,688,616     2,340,137    1,903,002
    5.4          136,246                             91.1%        5/1/2005      2,584,691      881,111     1,481,094
    5.5          217,950                             95.1%        5/1/2005      3,861,621     2,524,038    1,096,782
    5.6          76,666                              92.9%        5/1/2005      1,144,153      448,388      597,395
    5.7          76,999                              80.8%        5/1/2005      1,052,858      491,560      444,152
    5.8          61,862                              85.6%        5/1/2005       821,249       356,490      370,240
     5          1,443,151            70              87.1%        5/1/2005      23,455,554    11,127,117   10,247,930    1.54x

     6           528,192           136,143           95.0%        4/1/2005      8,975,744     2,669,263    6,167,656     1.11x
     7           309,092             272             95.6%        4/30/2005     18,147,823    6,699,023    10,984,006    2.65x
     8          1,000,189            77              96.0%        3/31/2005     19,150,879    7,117,780    10,889,752    2.06x

    9.1          591,189                             93.0%        3/1/2005
    9.2          136,221                             83.7%        3/1/2005
     9           727,410             96              91.2%        3/1/2005      13,635,120    6,933,252    6,293,588     1.57x

    10.1         251,496                             94.9%        5/1/2005      5,279,208     2,984,592    1,814,526
    10.2         118,905                             100.0%       7/1/2005      2,685,423      994,249     1,517,811
     10          370,401             97              96.6%         Various      7,964,631     3,978,841    3,332,337     1.39x
    11.1         287,640                             78.3%        5/1/2005      3,874,555     2,128,114    1,402,426
    11.2         115,229                             56.4%        5/1/2005
     11          402,869             39              72.0%        5/1/2005      3,874,555     2,128,114    1,402,426     1.39x


     12          245,993             41              92.4%        4/28/2005     1,443,698      379,837     1,010,549     2.11x
     13          74,715              84              100.0%       4/18/2005     1,085,455      375,963      655,803      2.11x
     14          124,614             224             100.0%       4/28/2005     3,442,983      547,254     2,777,326     2.11x


     15          149,993             280             89.1%        4/1/2005      6,199,900     1,851,161    4,199,385     1.31x
     16          183,100           133,372           73.6%        4/30/2005     14,703,718    10,779,600   3,335,969     1.22x
     17          104,615           347,222           100.0%       7/1/2005      4,253,644     1,494,009    2,707,255     1.29x
     18          428,553           77,830            80.8%        5/1/2005      5,350,719     1,978,220    3,266,499     1.55x
     19          345,600             93              100.0%       3/28/2005     3,970,626      980,303     2,696,563     1.58x
     20          121,514             251             96.0%        3/15/2005     3,562,452      999,248     2,486,608     1.20x
     21          174,921             173             89.4%        5/17/2005     5,715,598     2,325,014    3,080,627     1.48x
     22          144,938             190             100.0%       3/22/2005     3,836,862     1,028,068    2,656,887     1.43x
     23          325,452           77,485            94.7%        4/1/2005      3,603,183     1,726,062    1,808,720     1.26x
     24          105,258           126,782           80.6%        3/31/2005     7,963,701     4,608,394    3,036,759     1.74x
     25          293,613             78              86.6%        5/1/2005      4,442,604     2,108,678    1,993,978     1.23x
     26          195,194             117             79.5%        5/1/2005      4,241,808     1,663,665    2,361,001     1.55x
     27          107,358             200             92.8%        6/9/2005      2,377,357      404,704     1,924,906     1.32x

     28          87,181            84,182            78.6%        2/28/2005     3,042,022     1,817,821    1,102,521     1.68x
     29          72,040            80,036            72.3%        2/28/2005     3,210,206     1,694,438    1,387,359     1.68x


     30          80,609              230             93.0%        2/1/2005      2,373,200      763,042     1,497,434     1.24x

     31          88,680            66,095            62.0%        5/31/2005     2,662,713     1,615,934     940,271      1.38x
     32          77,028            85,456            73.5%        5/31/2005     2,536,804     1,531,286     904,046      1.38x


     33          141,686             124             92.4%        4/15/2005     2,876,088      936,991     1,885,265     2.14x

    34.1         72,520                              100.0%       7/1/2005
    34.2         92,236                              100.0%       7/1/2005
    34.3         86,479                              100.0%       7/1/2005
    34.4         94,655                              100.0%       7/1/2005
     34          345,890             50              100.0%       7/1/2005      1,813,219       54,397     1,671,600     1.36x

     35          61,980            102,966           84.2%        2/28/2005     2,667,260     1,605,258     955,312      1.43x
     36          73,815            60,134            69.4%        2/28/2005     2,686,913     1,731,188     848,249      1.43x


     37          280,844           60,357            90.7%        5/16/2005     2,606,841     1,228,822    1,315,019     1.51x
     38          241,524           54,820            91.9%        4/13/2005     2,643,230     1,213,583    1,348,822     1.48x

     39          60,113            70,386            68.2%        2/28/2005     2,614,723     1,633,228     876,906      1.42x
     40          65,061            89,993            74.0%        5/31/2005     2,344,942     1,473,349     777,796      1.42x


     41          280,645             55              100.0%       3/16/2005     2,145,560      648,838     1,353,847     1.25x

     42          62,625            94,497            76.4%        2/28/2005     2,388,841     1,347,088     946,199      1.60x
     43          45,230            88,555            71.5%        2/25/2005     2,277,943     1,374,195     812,630      1.60x


     44          91,031            74,889            90.0%        3/31/2005     1,691,497      746,948      899,549      1.26x
     45          192,830           70,889            91.1%        4/14/2005     2,141,234     1,021,545    1,069,648     1.26x
     46          60,080              208             100.0%       2/11/2005     1,151,545       23,031     1,069,826     1.23x
     47          107,256             114             100.0%       5/20/2005     2,315,620      723,698     1,521,327     2.52x
     48          140,484             87              93.2%        3/24/2005     2,995,749     1,380,326    1,453,866     1.26x
     49          95,496            71,625            65.4%        5/25/2005     3,417,306     1,976,290    1,304,324     1.50x
     50          132,336             88              100.0%       7/1/2005      1,139,364       11,394     1,101,503     2.21x
     51          93,897            87,466            78.3%        2/28/2005     3,483,296     2,164,153    1,179,811     1.44x

    52.1         173,572                             93.6%        5/18/2005
    52.2         175,798                             93.0%        5/18/2005
     52          349,370           22,527            93.5%        5/18/2005     2,678,412     1,298,913    1,236,529     1.51x

     53          169,310             64              91.6%        4/30/2005     1,538,290      396,337     1,052,582     1.50x
     54          322,560             33              100.0%       3/7/2005      1,141,455      217,175      877,448      1.20x
     55          145,120             72              100.0%       7/1/2005      1,133,606       34,008     1,085,085     1.53x
     56          78,296            68,076            66.2%        2/25/2005     3,631,451     2,440,987    1,045,206     1.34x
     57          88,729              116             100.0%       5/18/2005     1,429,459      424,474      912,922      1.34x
     58          131,082             74              96.7%        6/13/2005     1,508,492      725,641      681,186      1.30x
     59          263,328             34              93.3%        4/26/2005     1,123,654      271,281      770,308      1.25x
     60          284,150             32              96.6%        4/28/2005     4,927,462     2,249,554    2,170,439     5.06x
     61          52,489              166             100.0%       4/1/2005      1,125,618      304,986      748,198      1.25x
     62          200,000             43              100.0%       2/21/2005     1,164,052      301,023      814,904      1.78x
     63          93,912              92              100.0%       6/17/2005      832,998        21,356      700,510      1.22x

     64          71,730            49,406            66.3%        2/28/2005     2,000,118     1,372,581     547,532      1.40x
     65          71,730            34,114            55.7%        2/28/2005     1,520,665     1,167,699     292,139      1.40x


     66          60,772              132             100.0%       7/1/2005      1,010,563       30,317      951,771      2.53x
     67          70,183              111             100.0%       7/1/2005      1,090,441      110,255      946,608      2.59x

    68.1         13,050                              100.0%       7/1/2005
    68.2         13,050                              100.0%       7/1/2005
     68          26,100              294             100.0%       7/1/2005       652,877        21,059      628,555      1.47x

     69          46,431              162             100.0%       5/31/2005      921,880       208,173      651,489      1.28x

    70.1                                             83.5%        4/1/2005
    70.2                                             93.5%        4/1/2005
     70                            37,487            88.2%        4/1/2005       893,833       291,450      592,633      1.21x

     71          156,603             46              100.0%       3/1/2005      1,290,563      271,363      956,716      1.93x
     72          103,764            6,222            81.1%        4/19/2005     1,121,605      415,387      690,637      1.47x
     73          74,085            64,094            99.1%        4/7/2005      1,109,736      477,434      601,286      1.24x
     74          142,583             48              97.3%        3/15/2005     1,800,851      994,912      634,839      1.42x
     75          86,010              78              100.0%      11/30/2004     1,144,398      315,831      800,944      2.53x
     76          60,154              111             100.0%       2/21/2005     1,115,956      298,251      793,407      2.52x
     77          48,922            74,598            71.1%        2/25/2005     2,155,018     1,299,420     769,397      1.59x
     78          48,550              132             100.0%       5/18/2005      958,076       274,633      634,407      1.44x
     79          150,058             41              100.0%       6/3/2005       907,853       266,236      572,244      1.80x
     80          56,843            55,958            62.1%        2/28/2005     2,297,503     1,554,876     650,727      1.43x
     81          43,304              142             92.5%        4/30/2005      907,409       283,924      552,690      1.32x
     82                            33,295            98.3%        5/4/2005       681,910       172,066      500,844      1.26x
     83          100,404             57              100.0%       5/16/2005      948,415       239,857      675,386      2.33x
     84          72,500              76              100.0%       1/27/2005      700,000        14,000      686,000      2.61x
     85          35,880            98,262            88.2%        3/31/2005      655,941       313,334      328,539      1.24x

     86          21,581              166             100.0%       3/1/2005       425,531        93,541      306,093      1.25x
     87           5,321              188             100.0%       3/30/2005      117,801        22,196       88,635      1.25x


     88          75,900            75,000            100.0%       5/5/2005       619,412       224,808      379,604      1.29x
     89          44,271              99              100.0%       5/3/2005       609,413       127,034      479,723      2.34x
     90          25,347            135,484           90.3%        5/1/2005       487,060       136,262      339,948      1.20x
     91          53,376              75              95.0%        3/16/2005      600,748       139,014      453,730      2.25x
     92          34,600            83,696            100.0%       4/19/2005      543,810       218,429      311,581      1.54x
     93          20,065              184             62.0%        1/18/2005      419,167        92,813      314,336      1.22x
     94          14,820              250             100.0%       7/1/2005       326,000        7,261       317,257      1.27x
     95          48,020              76              100.0%       4/21/2005      474,828       108,405      336,170      1.36x
     96          14,905              241             100.0%       7/1/2005       341,550        7,576       332,483      1.35x
     97          14,820              242             100.0%       7/1/2005       317,000        7,081       308,437      1.24x
     98          81,770             6,303            67.1%        4/26/2005      505,619       215,384      282,058      1.26x
     99          86,690             6,255            79.6%        4/26/2005      536,172       245,114      283,101      1.29x
    100          23,695             7,729            79.0%        3/7/2005       692,512       259,801      428,778      2.02x
    101          21,629              148             94.3%        5/1/2005       467,670       103,806      341,370      1.55x
    102          50,542            45,652            89.9%        5/20/2005      567,669       288,307      262,112      1.18x
    103          40,915             8,143            99.2%        5/25/2005      505,303       165,714      333,452      1.71x
    104          24,248              114             100.0%       3/28/2005      346,773        59,533      282,390      1.07x
    105          29,025              93              89.0%        2/21/2005      446,746       158,917      274,599      1.82x
    106          17,665              139             100.0%       2/7/2005       405,286        97,257      299,820      2.41x
    107          22,750            104,348           100.0%       2/17/2005      328,773       108,569      211,881      1.23x
    108          97,466            27,083            93.1%        5/10/2005      436,810       257,726      158,923      1.24x
    109          10,555              168             100.0%       7/1/2005       238,107        7,143       229,455      2.90x

---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                         1.59X
=================================================================================================================================
</TABLE>

<TABLE>

                                 U/W
                             REPLACEMENT
                  U/W          RESERVES                MOST                 MOST          MOST          FULL         FULL
              REPLACEMENT     PER UNIT/               RECENT               RECENT        RECENT         YEAR         YEAR
  SEQUENCE      RESERVES     SF/PAD/KEY           STATEMENT TYPE          END DATE         NOI        END DATE        NOI
  --------      --------     -----------          --------------          --------         ---        --------        ---

     1          $278,172        $0.34               Full Year            12/31/2004    $17,773,546   12/31/2003   $17,918,083
     2           51,117          0.15               Full Year            12/31/2004    14,842,171    12/31/2003   15,380,061
     3          165,012          0.20               Full Year            12/31/2004    16,164,311    12/31/2003   13,046,962
     4          118,375          0.11               Full Year            12/31/2004    10,700,548    12/31/2003   10,896,533

    5.1          68,957          0.21               Full Year            12/31/2004     3,108,615    12/31/2003    3,204,377
    5.2          41,937          0.20               Full Year            12/31/2004     2,820,807    12/31/2003    2,768,932
    5.3          67,726          0.20               Full Year            12/31/2004     2,786,657    12/31/2003    2,717,534
    5.4          27,249          0.20               Full Year            12/31/2004     1,681,563    12/31/2003    1,535,158
    5.5          44,440          0.20               Full Year            12/31/2004     1,879,448    12/31/2003    1,953,461
    5.6          15,333          0.20               Full Year            12/31/2004      622,209     12/31/2003     666,964
    5.7          15,400          0.20               Full Year            12/31/2004      444,073     12/31/2003     649,799
    5.8          12,372          0.20               Full Year            12/31/2004      610,693     12/31/2003     529,427
     5          293,414          0.20               Full Year            12/31/2004    13,954,065    12/31/2003   14,025,652

     6          138,825         225.0         Annualized Most Recent      3/31/2005     6,393,422    12/31/2004    6,086,389
     7           61,818          0.20         Annualized Most Recent     10/31/2004    11,840,737    12/31/2003   11,456,006
     8          300,057          0.30               Full Year            12/31/2004     9,549,071    12/31/2003    8,678,762

    9.1
    9.2
     9          145,482          0.20               Full Year            12/31/2004     6,014,062    12/31/2003    6,030,322

    10.1         54,021          0.21               Full Year            12/31/2004     2,425,243    12/31/2003    2,408,883
    10.2         23,781          0.20               Full Year            12/31/2004     2,163,787    12/31/2003    2,082,362
     10          77,802          0.21               Full Year            12/31/2004     4,589,030    12/31/2003    4,491,245
    11.1         57,528          0.20               Full Year            12/31/2004     1,696,268    12/31/2003    1,903,970
    11.2                                            Full Year            12/31/2004      744,188     12/31/2003     633,838
     11          57,528          0.14               Full Year            12/31/2004     2,440,456    12/31/2003    2,537,808


     12          13,002          0.05               Full Year            12/31/2004     1,173,414    12/31/2003    1,130,038
     13          14,196          0.19               Full Year            12/31/2004      808,157     12/31/2003     739,974
     14          18,692          0.15               Full Year            12/31/2004     3,094,120    12/31/2003    3,089,791


     15          14,899          0.10         Annualized Most Recent      3/31/2005     4,058,060
     16         588,149        1,922.06       Trailing Twelve Months      4/30/2005     4,029,779    12/31/2004    3,446,118
     17          52,380         485.0               Full Year            12/31/2004     2,978,460    12/31/2003    2,969,334
     18         106,000         250.0         Trailing Twelve Months      5/31/2005     3,029,004    12/31/2004    2,578,752
     19          51,840          0.15
     20          18,227          0.15               Full Year            12/31/2004     2,399,444    12/31/2003    2,348,570
     21          36,195          0.21               Full Year            12/31/2004     2,713,761    12/31/2003    2,698,089
     22          21,741          0.15               Full Year            12/31/2004     2,802,474    12/31/2003    2,958,131
     23          68,400         200.0         Annualized Most Recent      3/31/2005     1,861,344    12/31/2004    1,401,422
     24         318,548        1,685.44       Trailing Twelve Months      3/31/2005     3,958,173    12/31/2004    3,641,649
     25          58,723          0.20               Full Year            12/31/2004     1,386,286    12/31/2003    1,783,420
     26          39,039          0.20               Full Year            12/31/2004     3,337,537    12/31/2003    2,673,941
     27          15,030          0.14

     28         121,681        1,014.01       Trailing Twelve Months      2/28/2005     1,195,392    12/31/2004    1,176,911
     29         128,408        1,019.11       Trailing Twelve Months      2/28/2005     1,283,374    12/31/2004    1,287,289


     30          16,122          0.20        Annualized Most Recent       4/30/2005     1,591,812    12/31/2004    1,541,348

     31         106,509         750.06        Trailing Twelve Months      2/28/2005     1,090,515    12/31/2004    1,086,313
     32         101,472         994.82        Trailing Twelve Months      2/28/2005     1,007,200    12/31/2004     994,481


     33          21,256          0.15

    34.1
    34.2
    34.3
    34.4
     34          87,223          0.25

     35         106,690        1,212.39       Trailing Twelve Months      2/28/2005     1,052,329    12/31/2004    1,025,837
     36         107,477         814.22        Trailing Twelve Months      2/28/2005      936,759     12/31/2004     903,717


     37          63,000         225.0         Annualized Most Recent      3/31/2005     1,792,116    12/31/2004    1,044,874
     38          80,825         265.0         Annualized Most Recent      3/31/2005     1,483,584    12/31/2004    1,186,296

     39         104,589         950.81        Trailing Twelve Months      2/28/2005      976,983     12/31/2004     963,987
     40          93,798        1,065.89       Trailing Twelve Months      2/28/2005      857,297     12/31/2004     845,682


     41          42,097          0.15         Annualized Most Recent     11/30/2004     1,594,561    12/31/2003    1,355,634

     42          95,554        1,137.55       Trailing Twelve Months      2/28/2005     1,044,294    12/31/2004    1,038,980
     43          91,118        1,168.18       Trailing Twelve Months      2/28/2005      900,553     12/31/2004     897,540


     44          45,000         250.0               Full Year            12/31/2004      724,864     12/31/2003     594,722
     45          50,040         278.0               Annualized            3/31/2005     1,310,817    12/31/2004    1,229,775
     46          17,573          0.29               Full Year            12/31/2004     1,174,594    12/31/2003    1,153,273
     47          16,088          0.15         Annualized Most Recent      3/31/2005     1,361,212    12/31/2004    1,653,358
     48          28,097          0.20               Full Year            12/31/2004     1,540,859    12/31/2003    1,473,094
     49         136,692         833.49        Trailing Twelve Months      4/30/2005     1,453,426    12/31/2004    1,331,292
     50          26,467          0.20
     51         139,332        1,071.78       Trailing Twelve Months      2/28/2005     1,312,767    12/31/2004    1,213,295

    52.1
    52.2
     52         142,970         290.59              Full Year            12/31/2004     1,385,398    12/31/2003    1,401,531

     53          31,746          0.19         Annualized Most Recent      3/31/2005     1,360,484    12/31/2004    1,269,425
     54          16,128          0.05               Full Year            12/31/2004      118,795
     55          14,512          0.10
     56         145,258         943.23        Trailing Twelve Months      2/28/2005     1,159,449    12/31/2004    1,217,243
     57          19,520          0.22         Annualized Most Recent      3/31/2005     1,243,664    12/31/2004    1,083,283
     58          25,889          0.20               Full Year            12/31/2004      778,589     12/31/2003     633,413
     59          13,166          0.05         Annualized Most Recent      4/30/2005     1,000,374
     60          99,453          0.35               Full Year            12/31/2004     2,741,788    12/31/2003    2,013,152
     61          10,498          0.20
     62          20,000          0.10         Annualized Most Recent      1/31/2005      957,587      6/30/2004     994,920
     63          11,269          0.12

     64          80,005         784.36        Trailing Twelve Months      2/28/2005      630,396     12/31/2004     646,235
     65          60,827         675.86        Trailing Twelve Months      2/28/2005      356,810     12/31/2004     359,594


     66          9,116           0.15
     67          10,527          0.15               Full Year            12/31/2004      926,850     12/31/2003     947,711

    68.1
    68.2
     68          3,263           0.13

     69          9,286           0.20               Full Year            12/31/2004      587,963     12/31/2003     473,593

    70.1
    70.2
     70          9,750          50.52         Annualized Most Recent      3/31/2005      691,055     12/31/2004     581,922

     71          23,490          0.15               Full Year            12/31/2004     1,094,615    12/31/2003    1,081,732
     72          15,581         13.85               Full Year            12/31/2004      613,543     12/31/2003     369,216
     73          31,016         284.55              Full Year            12/31/2004      461,294     12/31/2003     488,303
     74          28,517          0.20               Full Year            12/31/2004      876,115     12/31/2003     899,386
     75          12,888          0.15         Annualized Most Recent      9/30/2004      889,470     12/31/2003     771,484
     76          9,023           0.15
     77          86,201         990.82        Trailing Twelve Months      2/28/2005      844,776     12/31/2004     834,608
     78          7,768           0.16
     79          15,006          0.10               Full Year            12/31/2004      919,365     12/31/2003     934,363
     80          91,900         835.45        Trailing Twelve Months      1/31/2005      741,415     12/31/2004     695,593
     81          6,496           0.15
     82          9,000           50.0         Annualized Most Recent     12/31/2004      526,248     12/31/2003     437,503
     83          15,061          0.15
     84
     85          14,068         275.84              Full Year            12/31/2004      324,620     12/31/2003     302,264

     86          4,316           0.20
     87          1,650           0.31


     88          15,000         250.0         Annualized Most Recent      3/31/2005      398,588
     89          2,656           0.06
     90          10,850         350.0         Annualized Most Recent      4/30/2005      385,480
     91          8,005           0.15         Annualized Most Recent      9/30/2004      487,588     12/31/2003     424,308
     92          13,800         300.0         Annualized Most Recent      3/31/2005      342,256     12/31/2004     353,663
     93          2,608           0.13               Full Year            12/31/2004      42,056
     94          1,482           0.10
     95          7,203           0.15               Full Year            12/31/2004      410,088     12/31/2003     344,932
     96          1,491           0.10
     97          1,482           0.10
     98          8,177          15.63               Full Year            12/31/2004      249,093     12/31/2003     243,144
     99          7,957          15.33               Full Year            12/31/2004      259,768     12/31/2003     230,140
    100          3,933           9.50               Full Year            12/31/2004      471,020     12/31/2003     446,397
    101          3,244           0.15               Full Year            12/31/2004      268,098
    102          17,250         250.0         Trailing Twelve Months      4/30/2005      260,593     12/31/2004     154,059
    103          6,137          16.68         Annualized Most Recent      4/30/2005      347,144     12/31/2003     327,300
    104          4,850           0.20               Full Year            12/31/2004      299,796     12/31/2003     302,358
    105          4,354           0.15               Full Year            12/31/2004      298,152     12/31/2003     254,371
    106          2,650           0.15         Annualized Most Recent      7/31/2004      265,198
    107          8,323          361.86              Full Year            12/31/2004      203,646     12/31/2003     152,218
    108          20,160         280.0               Full Year            12/31/2004      156,949     12/31/2003     162,273
    109          1,508           0.15

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

==============================================================================================================================
</TABLE>

<TABLE>

                                                                                                 LARGEST
                                                                                    LARGEST      TENANT       LARGEST
                                                                                     TENANT       % OF         TENANT
                                                                                     LEASED       TOTAL        LEASE
  SEQUENCE   LARGEST TENANT                                                            SF          SF        EXPIRATION
  --------   --------------                                                            --          --        ----------

     1       U.S. Securities and Exchange Commission                                168,588        21%       3/31/2012
     2       Eddie Bauer                                                             18,406        5%        1/31/2009
     3       GMAC Mortgage Corporation                                              170,518        21%       4/19/2008
     4       Macy's                                                                 231,698        22%       2/24/2086

    5.1      General Electric Company                                               100,912        31%       3/31/2012
    5.2      Verizon c/o Cushman & Wakefield                                        109,059        52%       5/31/2007
    5.3      National Health Services, Inc.                                          55,280        16%       9/30/2011
    5.4      Stored Value Systems                                                    34,055        25%       8/31/2008
    5.5      Fallon Community Health Plan                                           115,034        53%       3/31/2020
    5.6      Johnson Controls, Inc.                                                  45,295        59%       9/30/2014
    5.7      Horizon Research International                                          9,271         12%       6/30/2008
    5.8      Airlines Reporting Corp.                                                24,642        40%       10/31/2005
     5

     6
     7       Forever 21                                                              15,146        5%        4/30/2013
     8       New York City School Construction Authority                            480,651        48%       9/30/2011

    9.1      AmSouth                                                                270,649        46%       7/31/2013
    9.2      IKON Office Solutions                                                   14,080        10%       9/30/2008
     9

    10.1     Staten Island University Hospital                                       82,388        33%       12/31/2006
    10.2     IPC (US), Inc.                                                          87,237        73%       5/31/2010
     10
    11.1     GSA                                                                     51,952        18%       1/31/2012
    11.2     Southwestern Bell Yellow Pages                                          15,218        13%       9/30/2005
     11


     12      Home Depot                                                             132,394        54%       1/31/2027
     13      Super Stop & Shop                                                       58,105        78%       6/30/2021
     14      Edward's Multiplex-Regal                                               124,614       100%       12/31/2019


     15      Pavilions                                                               48,000        32%       6/30/2019
     16
     17
     18
     19      PPD Development LP                                                     211,269        61%       3/31/2015
     20      Albertsons                                                              50,942        42%       12/1/2018
     21      Old Country Buffet                                                      9,057         5%         2/1/2022
     22      Regal Cinema                                                            56,095        39%       11/30/2019
     23
     24
     25      Hartford Fire Insurance                                                107,798        37%       1/31/2008
     26      Royal Indemnity Co.                                                     56,306        29%       1/31/2008
     27      Off Broadway Shoes                                                      20,000        19%       11/30/2014

     28
     29


     30      Marriott International, Inc.                                            10,699        13%       2/28/2009

     31
     32


     33      Linens N Things                                                         30,000        21%       1/31/2015

    34.1     Kmart                                                                   72,520       100%       12/31/2017
    34.2     Kmart                                                                   92,236       100%       12/31/2017
    34.3     Kmart                                                                   86,479       100%       3/21/2013
    34.4     Kmart                                                                   94,655       100%       12/31/2017
     34

     35
     36


     37
     38

     39
     40


     41      Adva-Lite, Inc.                                                         81,000        29%       8/31/2008

     42
     43


     44
     45
     46      Mitsuwa                                                                 60,080       100%       5/30/2018
     47      Party City                                                              15,560        15%       2/28/2011
     48      Great America Leasing Corp.                                             58,739        42%       11/24/2013
     49
     50      American Express                                                       132,336       100%       11/30/2014
     51

    52.1
    52.2
     52

     53      Publix                                                                  36,960        22%       12/23/2017
     54      Amcor Pet Packaging                                                    141,120        44%